id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
037ba64f-33d7-4824-9b24-e142b0306e41 | Clause:
Except as otherwise set forth in this Debenture, the Company, for itself and its legal representatives, successors and assigns, expressly waives presentment, protest, demand, notice of dishonor, notice of nonpayment, notice of maturity, notice of protest, presentment for the purpose of accelerating maturity, an... | Label: Waivers |
860decbd-b5eb-48c4-a338-52e51a8c15bf | Clause:
No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect. Neither Borrower nor any ERISA Affiliate maintains or contributes to... | Label: Erisa |
28308aae-5abe-4574-9d3a-038a626bbb65 | Clause:
This Amendment may be executed by one or more of the parties hereto on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. This Amendment may be delivered by facsimile or other electronic transmission of the relevant signatu... | Label: Counterparts |
bd9d95ab-838e-4df2-9d30-fa55ecb1c026 | Clause:
From time to time, as and when required by the Surviving Corporation or by its successors or assigns, there shall be executed and delivered on behalf of Ashford (DE) such deeds and other instruments, and there shall be taken or caused to be taken by it all such further and other action, as shall be appropriate,... | Label: Further Assurances |
86b262db-1f93-4d18-94b0-8c418c954358 | Clause:
Commencing March 7, 2016 and during the Employment Period, the Company shall pay to the Executive a base salary at the rate of no less than $750,000 per calendar year (the “Base Salary”), less applicable deductions, and prorated for any partial month or year, as applicable. The Base Salary shall be reviewed for... | Label: Base Salary |
2b6deded-e5e0-48d4-a226-cc051a56af4a | Clause:
All notices required or permitted under this Agreement will be in writing, will reference this Agreement, and will be deemed given: (i) when delivered personally; (ii) one (1) business day after deposit with a nationally-recognized express courier, with written confirmation of receipt; or (iii) three (3) busine... | Label: Notices |
98b73131-07d0-4cb2-a58f-30f792b08a34 | Clause:
Each Credit Party shall maintain, in all material respects, proper, complete and consistent books of record with respect to such Person’s operations, affairs, and financial condition. From time to time upon reasonable prior notice, each Credit Party shall permit any Lender, at such reasonable times and interval... | Label: Records |
b8154cd8-864a-4248-b6bd-e844f530f919 | Clause:
BORROWER HEREBY AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS INDEMNITEES FOR, FROM AND AGAINST ANY AND ALL LOSSES, DAMAGES, LIABILITIES, CLAIMS, ACTIONS, JUDGMENTS, COURT COSTS AND LEGAL OR OTHER EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES AND EXPENSES) WHICH ANY INDEMNITEE MAY INCUR AS... | Label: Indemnity |
60a71f89-e757-4dad-aa0b-fe6dd81564c1 | Clause:
Sublessee leases the Aircraft in its “as is, where is” condition. The only services, rights, or warranties to which the Sublessee is entitled to under this Sublease are those to which the Sublessor is provided under the Prime Lease.
Task: Classify this clause into ONE of these types (exactly one label):
Adjust... | Label: Warranties |
786ba73a-f43e-40ca-b0f3-91e4030a476a | Clause:
This Agreement shall be construed and enforced in accordance with the laws of the State of Minnesota (without reference to its conflicts of laws provisions).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Appro... | Label: Governing Laws |
f52bed45-83a2-4ceb-8184-5962f70234d5 | Clause:
Any dispute, controversy, claim or action of any kind arising out of, relating to, or in connection with this Agreement, or in any way involving Company and Investor or their respective Affiliates, including any issues of arbitrability, will be resolved solely by final and binding arbitration in English before ... | Label: Arbitration |
093085ae-75c8-4606-8d01-4c85355f46db | Clause:
This Agreement and any of the documents related hereto and the rights, duties, or obligations thereunder may not be assigned by the Applicant without the written consent of the Commissioner. Any assignment made without the written consent of the Commissioner shall be void and of no force or effect.
Task: Clas... | Label: Assignments |
e11f605f-2835-49b1-b015-26263584821a | Clause:
Borrower or any Guarantor fails to provide the Lender with financial statements, tax returns or other information within thirty (30) days of Lender’s request..
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, App... | Label: Financial Statements |
cc18789f-2677-4b9d-bbc0-783833de7ef8 | Clause:
Except as disclosed in the SEC Reports, there is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, governmen... | Label: Litigations |
560eb261-c2da-4218-8e6d-f0452d661be7 | Clause:
Neither the Company’s ownership of the assets, nor, to such Assignor’s knowledge, the operation of the Company’s assets is in violation of any applicable laws, licenses and permits, including any applicable environmental laws, licenses and permits, in any material respect.
Task: Classify this clause into ONE o... | Label: Compliance With Laws |
b3a958a4-3735-43b1-9cd9-134ba4f74bda | Clause:
THIS AMENDMENT SHALL BE GOVERNED BY, AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK . The other provisions of Article IX of the Credit Agreement shall apply to this Amendment to the same extent as if fully set forth herein.
Task: Classify this clause into ONE of these types (exactly one l... | Label: Governing Laws |
0683b332-62ba-4b4b-84fe-6adc6a7fa8f9 | Clause:
During the Term of Executive’s Agreement, the Executive shall be entitled to be paid vacation in accordance with the most favorable plans, policies, programs and practices of the Company and its subsidiaries as in effect at any time hereafter with respect to other key Executives of the Company and its subsidiar... | Label: Vacations |
2ada952b-f450-4ce0-92ee-3cfccdf885bf | Clause:
This Agreement supersedes all prior agreements, whether oral or written, by any officer, employee or representative of any party hereto in respect of the subject matter contained herein; and any prior agreement of the parties hereto in respect of the subject matter contained herein is hereby terminated and canc... | Label: Entire Agreements |
391d604b-1445-4893-becc-811c9af233c1 | Clause:
All notices, requests, demands and other communications required or permitted to be given or made under this Agreement shall be in writing and shall be deemed to have been given if delivered by hand, sent by generally recognized overnight courier service or mail: (i) if to the Executive, to the Executive’s addr... | Label: Notices |
9ac17aea-c83a-4a0e-af72-ec5ff338d373 | Clause:
The validity or unenforceability of any provision or provisions of this Agreement shall not affect the validity or enforceability of any other provision hereof, which will remain in full force and effect. Should a court or other body of competent jurisdiction determine that any provision of this Agreement is e... | Label: Severability |
1d606e94-5b72-4807-80f5-b5ed825c04af | Clause:
Notwithstanding anything herein to the contrary, the Company shall have the right to enforce the provisions of Section 3.3 through an action, suit or proceeding brought in any federal court located in the State of Colorado or any Colorado state court, and each Participant consents to the exclusive jurisdiction ... | Label: Waiver Of Jury Trials |
7447bf1d-b498-4871-8190-4a6196d88d93 | Clause:
All covenants, agreements, representations and warranties made by the Borrower herein and in the certificates or other instruments delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of t... | Label: Survival |
845b1a22-ff7e-40b0-9ba2-263391964c69 | Clause:
The Purchaser is an entity and is duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws,... | Label: Organizations |
22c13e83-a56d-4992-8c08-7754b763cdd0 | Clause:
This Agreement may be executed in any number of counterparts, and electronically, and each of which when so executed and delivered shall be taken to be an original; but such counterparts shall together constitute one and the same document.
Task: Classify this clause into ONE of these types (exactly one label):... | Label: Counterparts |
524f0a9c-28f4-42b4-aacc-8fe302e3c8d3 | Clause:
This Agreement shall be binding upon and inure to the benefit of the Borrower, the each Guarantor, the Administrative Agent, each Bank and their respective successors and permitted assigns, except that the Borrower and the Guarantor Guarantors shall not have the right to assign any of their respective rights he... | Label: Binding Effects |
9c0069f7-4369-49e1-9669-c19a1fc57163 | Clause:
Borrower shall use proceeds of the Loan to (a) make initial deposits of the Reserve Funds, (b) make distributions to Equity Owner, (c) pay costs and expenses incurred in connection with the closing of the Loan and any related Securitization, and (d) to the extent any proceeds remain after satisfying clauses (a)... | Label: Use Of Proceeds |
26583221-0518-4607-9a2d-bf32e1835539 | Clause:
Landlord and Tenant acknowledge and agree that the Lease Term commenced on May 1, 1996 and is scheduled to expire on April 30, 2017. Landlord and Tenant hereby extend the Lease Term for the period commencing on May 1, 2017 and expiring on July 31, 2020 (the “ Additional Term ”), unless further extended or earl... | Label: Terms |
36f6fa4d-59d8-4a99-abf9-fd50092d7d8e | Clause:
Except as set forth on Schedule 8.1.18 hereto, there are no actions, suits, proceedings or investigations pending, or to the knowledge of the Loan Parties, threatened, against or affecting any Loan Party or any of its Domestic Subsidiaries which, singly or in the aggregate, would reasonably be expected to have ... | Label: Litigations |
ce490559-c8e8-4a35-aba0-09841c7624d2 | Clause:
During the Term, the Executive shall be entitled to five (5) weeks of vacation annually, to be administered in accordance with the Corporation’s vacation program. The Executive shall also be entitled to all paid holidays given by the Corporation to its U.S. employees.
Task: Classify this clause into ONE of th... | Label: Vacations |
de9af002-c55e-4efe-8a66-c265c1673019 | Clause:
You agree to hold the facts and circumstances surrounding the execution of this Agreement and the Supplemental Release in strictest confidence.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitrat... | Label: Confidentiality |
1815136d-2d40-4420-907e-0ae3b5fcab01 | Clause:
Minera William shall not fully or partially transfer its right to receive the Royalty without the prior written consent of GTM and without first offering to transfer such interest to GTM on the same terms, conditions and price on which Payee intends to transfer the same to an unrelated third party. GTM may assi... | Label: Assignments |
b32e42ca-f201-42a9-834c-585fe9726571 | Clause:
This Agreement, together with the Non-Competition Agreement, contains the entire agreement of the parties with respect to Employee’s employment by Employer, and supersedes any and all prior agreements between or among the parties. There are no other contracts, agreements or understandings, whether oral or writt... | Label: Entire Agreements |
700a69c7-c4a0-4c1c-a734-c8b9f5fb7bd5 | Clause:
This Agreement taken together with the offer letter dated as of the date hereof and the letter regarding relocation reimbursement contains the entire agreement of the parties relating to the subject matter hereof and may not be waived, changed, modified, extended or discharged orally, but only by agreement spec... | Label: Entire Agreements |
8e2981ff-67cb-4d74-8561-fae5fc09d616 | Clause:
This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. The exchange of copies of this Agreement and of signature pages by facsimile or PDF tran... | Label: Counterparts |
527b2e14-9b2f-4d07-be1a-327162a95cfa | Clause:
From the date hereof through the Closing, each party hereto shall promptly notify the representative of the other parties of any known Proceeding which after the date hereof are threatened or commenced against such party or any of its affiliates or any officer, director, employee, consultant, agent or Acquiree ... | Label: Litigations |
f7c2e997-5ff6-4967-85f9-beecc10f32e8 | Clause:
The Committee has the right at any time, and from time to time, to amend, alter, suspend, discontinue or cancel the Option, prospectively or retroactively; provided, however , that no such amendment shall adversely affect the Participant’s material rights under this Agreement without the Participant’s written c... | Label: Amendments |
02955e59-f6e2-441a-8848-9ef65973c306 | Clause:
Any provision for the benefit of the Company contained in these Terms and Conditions may be waived, either generally or in any particular instance, by the Board of Directors of the Company or a duly authorized committee thereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustment... | Label: Waivers |
bc710b6f-97ed-411c-ad85-5506da35ef90 | Clause:
This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to such state’s choice of law provisions which would require the application of the law of any other jurisdiction. The United States District Court for the Northern District of Illinois shall... | Label: Governing Laws |
88af31b6-5a75-46de-a740-3e08e2401d4f | Clause:
In the event that any one or more of the provisions of this Separation Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby. Moreover, if any one or more of the provisions contained in... | Label: Severability |
a2cec123-fb46-4699-b086-785da17ee1a3 | Clause:
Subject to Section 5.4(c), shares issued pursuant to any Restricted Stock Award may (but need not) be made subject to Vesting Conditions based upon the satisfaction of such Service requirements, conditions, restrictions or performance criteria, including, without limitation, Performance Goals as described in Se... | Label: Vesting |
f3e0df8e-eb5d-467a-9343-b70a67f41669 | Clause:
Within three (3) Business Days of the date hereof, the Company shall issue a press release substantially in the form of Exhibit C hereto. No other written public release or written announcement concerning the purchase of the Shares contemplated hereby shall be issued by any Party without the prior written cons... | Label: Publicity |
9f79caac-f13d-493b-8d57-82444dcd4011 | Clause:
Subject to the terms and conditions set forth herein, at the request of any Account Party the Lenders agree at any time and from time to time during the Availability Period to issue Non-Syndicated Letters of Credit for the account of such Account Party in an aggregate amount that will not result in the Aggregat... | Label: General |
0b92345f-3ed2-405b-9596-61152565dd0c | Clause:
The Company is not providing Grantee with advice, warranties, or representations regarding any of the legal, tax, or business effects to Grantee with respect to the Plan or this Award Agreement. Grantee is encouraged to seek legal, tax, and business advice from Grantee’s own legal, tax, and business advisers a... | Label: Representations |
e2f95e6f-ce1b-4f26-9c34-2cf72636235d | Clause:
Withholding of all applicable taxes are your responsibility.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Bindin... | Label: Withholdings |
15bac450-c1d8-4a94-bcba-c8f20f076a1f | Clause:
Except as provided in Section 7.2 , the representations and warranties of the Company and the Purchasers contained in or made pursuant to this Agreement shall not survive the Closing or termination of this Agreement. All of the covenants and other agreements of the parties contained in this Agreement shall surv... | Label: Survival |
642c3858-33b5-443e-af24-a8bacb14de43 | Clause:
If any provision of this Agreement is held to be invalid, illegal, or unenforceable, (i) the validity, legality, and enforceability of the remaining provisions of this Purchase Agreement will not be affected or impaired, and (ii) the parties shall negotiate in good faith so as to replace each such invalid, ille... | Label: Severability |
68b571e6-abd6-4cb8-b8d2-a8884e9c66f6 | Clause:
No Event of Default or, to the best of the Borrower’s knowledge, Default exists under or with respect to any Loan Document and neither the Borrower nor any other Covered Party is in default in any material respect beyond any applicable grace period under or with respect to any other material agreement, instrume... | Label: No Defaults |
58fd148e-bf67-4f9a-bd88-e1bdff4b6a89 | Clause:
Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned by any Party (whether by operation of Law or otherwise) without the prior written consent of the Company and the Backstop Participants, other than an assignment by a Backstop Participant expressly permi... | Label: Assignments |
b8888e41-e83e-4fce-85a8-52e5eb14ac87 | Clause:
This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns. Entellus shall seek to have any Successor, by written agreement, assent to the fulfillment by such Successor of Entellus’ obligations under this Agreement. A Successor has no rights, authority or power ... | Label: Successors |
2118af06-ac7c-41e3-a1bb-6bfebcd42ff5 | Clause:
The Plan and all provisions thereof shall be construed, administered, and enforced in accordance with the Code, ERISA, and the laws of State of Mississippi to the extent such state laws are not superseded, limited, or preempted by the Code, ERISA, or other applicable federal laws, regulations, or guidance.
Tas... | Label: Governing Laws |
5c344155-2a80-4760-b57d-f6e70e656265 | Clause:
This Agreement and the other Loan Documents and any claims, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Agreement or any other Loan Document (except, as to any other Loan Document, as expressly set forth therein) and the trans... | Label: Governing Laws |
564a6503-5710-4c14-8702-b7fe7f349b18 | Clause:
Tenant acknowledges and consents to the assignment of the Lease by Landlord in favor of Lender.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizat... | Label: Assignments |
cde5fdcc-4e6f-4084-a5c6-a3b920e1194c | Clause:
This Amendment may be executed in one or more counterparts (including via facsimile), each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and deliv... | Label: Counterparts |
0f23ac47-ce22-42b1-877c-2aca0e36263d | Clause:
Subject to the terms of the Intercreditor Agreement, the Guarantors jointly and severally agree that, as between the Guarantors and the Lenders, the obligations of Borrower under this Agreement and the Notes, if any, may be declared to be forthwith due and payable as provided in Section 10.1 (and shall be deeme... | Label: Remedies |
9fc86429-a6ac-4838-a538-c0e245729f06 | Clause:
All Taxes shall be the financial responsibility of the party obligated to pay such Taxes as determined by applicable law and neither party is or shall be liable at any time for any of the other party’s Taxes incurred in connection with or related to amounts paid under this Agreement. No Tax shall be withheld by... | Label: Taxes |
32cc74ff-a749-41bd-afaa-1f4b63993be6 | Clause:
Interest on Advances shall be payable in arrears (a) on the first day of each month with respect to Domestic Rate Loans, (b) with respect to LIBOR Rate Loans having an Interest Period of one, two or three months, at the end of the applicable Interest Period, and (c) with respect to LIBOR Rate Loans having an In... | Label: Interests |
93663227-e9c1-4bf7-a9e8-9d5e7a8a45c6 | Clause:
Purchaser is not and is not acting on behalf of (i) an “employee benefit plan” within the meaning of Section 3(3) of ERISA, (ii) a “plan” within the meaning of Section 4975 of the Code or (iii) an entity deemed to hold “plan assets” within the meaning of 29 C.F.R. §2510.3-101, as modified by Section 3(42) of ER... | Label: Erisa |
64b2ae12-0e74-4176-b34f-5ece558f548c | Clause:
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal E... | Label: Counterparts |
fd449b9d-847f-475b-abb7-842ea100fc86 | Clause:
For purposes of this Section 5.9 , the term “Lender” includes any Issuing Bank and the term “Applicable Law” includes FATCA.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, A... | Label: Defined Terms |
54aaa807-ccce-45f0-bd9f-14ca3d860b63 | Clause:
Seller and Buyer each acknowledge that it has been represented by its own legal counsel in connection with this Agreement and the transactions contemplated by this Agreement. Accordingly, any rule of law, or any legal decision that would require interpretation of any claimed ambiguities in this Agreement agains... | Label: Interpretations |
82921974-1eb8-4b9a-99ca-d7113f973356 | Clause:
THIS AGREEMENT, OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, THE RELATIONSHIP OF THE PARTIES HERETO AND THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES HERETO SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT... | Label: Governing Laws |
5390176a-862c-4c2f-99c3-e7f763f9ed47 | Clause:
If a Disputed Claim is made with respect to a termination of employment occurring during a period beginning on the date of a Change in Control and ending 24 months thereafter, the Participant shall be entitled to reimbursement of Attorneys’ Fees, whether or not the Participant obtains a Judgment or Award. Such ... | Label: Change In Control |
18757775-f8e4-407f-944d-03317310c719 | Clause:
The Borrower agrees (a) to pay or reimburse the Agents for all reasonable and documented out of pocket costs and expenses incurred in connection with the preparation, negotiation, syndication and execution of this Agreement and the other Loan Documents and any amendment, waiver, consent or other modification of... | Label: Expenses |
a0f78fdb-b7b0-4ced-a512-bfba6cd1df4b | Clause:
This Agreement may be modified or amended only by a writing duly executed by or on behalf of the Sellers and the Purchaser.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, As... | Label: Amendments |
ef391169-9b0d-4bd1-8040-94b5a10640fd | Clause:
To facilitate execution, this Guaranty may be executed in as many counterparts as may be convenient or required. It shall not be necessary that the signature of, or on behalf of, each party, or that the signature of all persons required to bind any party, appear on each counterpart. All counterparts shall colle... | Label: Counterparts |
d22565ab-e551-4472-ab0d-30430a2ea67c | Clause:
You shall forfeit your right to receive any unpaid Retention Bonus and the Company shall have no further obligation under this Agreement in the event your employment with the Company and its subsidiaries is terminated for any reason (including your death or disability) other than as set forth in Section 2 hereo... | Label: Forfeitures |
d74dbe6c-21e1-49a3-a390-d0826c398c73 | Clause:
If any provision of this Settlement Agreement shall be determined to be invalid or unenforceable under applicable law by a court of competent jurisdiction, that part shall be ineffective to the extent of such invalidity or unenforceability only, without in any way effecting the remaining parts of such provision... | Label: Severability |
eb0f398a-074c-4cd7-8e99-a2fa830eeadd | Clause:
Borrower and each Subsidiary has good and indefeasible title to its respective Properties, free and clear of all Liens, except for Permitted Liens.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbi... | Label: Titles |
ced088c3-cd2f-4396-8388-0ad4463db03d | Clause:
All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all... | Label: Governing Laws |
0a81c669-3cb1-4b28-888c-a51c4d4717a8 | Clause:
Notwithstanding anything in this Agreement to the contrary, the Company’s obligations under Sections 7.4, 7.5 and 7.6 shall terminate if Executive does not execute and deliver to the Company a release substantially in the form attached hereto as Appendix A within [forty-five (45) days] of termination of employm... | Label: Releases |
35f63ee3-28cf-44dd-a27b-e1994c97fd67 | Clause:
Except as set forth on Schedule 6.01(i), (i) each Employee Plan is in substantial compliance with ERISA and the Internal Revenue Code, (ii) no Termination Event has occurred nor is reasonably expected to occur with respect to any Employee Plan, (iii) if required to be filed, the most recent annual report (Form ... | Label: Erisa |
52a71944-50a7-4429-b27e-a1fc01783bfe | Clause:
The LTIP shall be binding upon and inure to the benefit of the Company and its successors and assigns.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Aut... | Label: Successors |
205863e7-7c70-4552-a475-9eb7d89c297f | Clause:
Any notice, demand or request required or permitted to be given under this Agreement shall be in writing and shall be deemed sufficient when delivered personally or sent by telegram or forty-eight (48) hours after being deposited in the U.S. mail, as certified or registered mail, with postage prepaid, and addre... | Label: Notices |
c0d5c154-f8b7-445e-97a1-145d72c3ba47 | Clause:
The parties recognize that if any provision of this Agreement is violated by the Company, Indemnitee may be without an adequate remedy at law. Accordingly, in the event of any such violation, Indemnitee shall be entitled, if Indemnitee so elects, to institute Proceedings, either in law or at equity, to obtain d... | Label: Specific Performance |
e5713116-8f72-4038-aa1d-cc341ef2f4a5 | Clause:
To request the issuance of a Letter of Credit, the Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Bank) to the Issuing Bank and the Administrative Agent (reasonably in advance of the requested date of issuance) a n... | Label: Amendments |
e196bb7e-9c7e-4fa7-98a8-fafdadecd226 | Clause:
Each Obligor shall keep accurate and complete records, in all material respects, of its Equipment, including kind, quality, quantity, cost, acquisitions and dispositions thereof, and shall submit to Administrative Agent, on such periodic basis as Administrative Agent may reasonably request, a current schedule t... | Label: Records |
0bb6e20b-1273-4b35-a2b6-8f3591fef5ca | Clause:
All payments to be made by the Borrower shall be made free and clear of and without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the... | Label: General |
1ee978e3-308a-4969-9cfd-76b3ab63a0bd | Clause:
(a) Maintain, with financially sound and reputable insurance companies, insurance in such amounts and against such risks as are customarily maintained by similarly situated companies engaged in the same or similar businesses operating in the same or similar locations and cause, subject to the time periods set f... | Label: Insurances |
cd4f25f8-d9c4-415f-956e-1309cf70c64c | Clause:
Consultant shall be eligible for reimbursement of reasonable travel expenses which are approved in advance by the Company and are associated with Consultant’s performance of duties under this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments,... | Label: Expenses |
002bc4d4-a68d-41fc-9211-b03655ad970b | Clause:
Any and all Arbitrable Disputes (except to the extent injunctive relief is sought) shall be resolved through the use of binding arbitration using, in the case of an Arbitrable Dispute involving a dispute of an amount equal to or greater than $1,000,000 or non‑monetary relief, three arbitrators, and in the case ... | Label: Arbitration |
800508d1-b102-4405-a358-ff4966d80e95 | Clause:
The Borrower has disclosed to the Lenders all material agreements, instruments and corporate or other restrictions to which it or any of its Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. F... | Label: Disclosures |
efc16c31-d2a5-4424-9275-b3bb72102d18 | Clause:
This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by electronic transmission (e.g., “pdf”) of an executed counterpart of a signature page to this Amendment shall be effective as ... | Label: Counterparts |
67d01241-9f1f-4ec8-add8-3a8d47ae14f4 | Clause:
Each of IHS and the Borrower, each other Loan Party (by its execution of the Loan Documents to which it is a party), the Administrative Agent and each Lender acknowledges that each of them has had the benefit of legal counsel of its own choice and has been afforded an opportunity to review the Loan Documents wi... | Label: Construction |
e19045d3-e4c1-4f98-bcc0-bf1a5c581980 | Clause:
The Company agrees to employ the Executive, and the Executive agrees to render his services to the Company, as its Vice President General Counsel, during the Term (as defined below). In connection with his employment as Vice President General Counsel, the Executive shall serve without additional payment or comp... | Label: Employment |
deb66173-658d-4a03-980f-30deea74031d | Clause:
Upon (i) delivery to the Administrative Agent of an Assignment Agreement substantially in the form attached as Exhibit C hereto (an “ Assignment ”), together with any consent required by Section 13.03(a), (ii) payment of a $3,500 processing fee to the Administrative Agent for processing such assignment and (iii... | Label: Effective Dates |
7c6af355-08a4-45b7-ab28-ce912e0b4d0e | Clause:
If any term or other provision of this Agreement is invalid, illegal, or incapable of being enforced by any Law or public policy, all other terms or provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated hereby ... | Label: Severability |
3105c35c-f7d7-4792-8a0d-ec2a42841079 | Clause:
PCT, ADAPTIMMUNE AND CLIENT WAIVE ANY RIGHTS THEY MAY HAVE TO A TRIAL BY JURY OF ANY DISPUTE ARISING UNDER OR RELATING TO THE AGREEMENT. PCT, ADAPTIMMUNE AND CLIENT AGREE THAT ANY SUCH DISPUTE SHALL BE TRIED BEFORE A JUDGE SITTING WITHOUT A JURY.
Task: Classify this clause into ONE of these types (exactly one ... | Label: Waiver Of Jury Trials |
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