id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
65048bc2-b3f5-41ae-baf3-beae38295fa8 | Clause:
No Investor, directly or indirectly, and no Person acting on behalf of or pursuant to any understanding with any Investor, has engaged in any purchases or sales in the securities, including derivatives, of the Company (including, without limitation, any Short Sales (a “ Transaction ”) involving any of the Compa... | Label: Confidentiality |
9ac1a80d-e7a2-47c7-ab76-d331398a5746 | Clause:
All federal, state and other material tax returns of, each Loan Party and each other Material Subsidiary required by Applicable Law, which to the knowledge of Borrower, are to be filed have been duly filed (after taking into account any extensions of time within which to file such tax returns), and all material... | Label: Taxes |
d83c3a06-a15e-49cc-ad19-892b0c2e184b | Clause:
Tenant shall not, directly or indirectly, create or permit to be created or to remain and will promptly discharge, at its expense, any mortgage, lien, encumbrance or charge on, pledge of, or conditional sale or other title retention agreement with respect to the Premises or any part thereof or Tenant’s interest... | Label: Liens |
65df304e-aaa1-46a3-891f-1b3b059dabc0 | Clause:
This Agreement may be signed in counterparts, with the same effect as if both Parties had signed the same document. All counterparts shall be construed together to constitute one, and the same, document.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments... | Label: Counterparts |
26a484c1-207e-45d0-a7d7-0c1d568b3d17 | Clause:
Each Party hereto shall bear all expenses incurred by such Party in connection with the Transactions contemplated to be performed before or on the Closing Date .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, A... | Label: Expenses |
e820dea6-3fac-4263-a78f-4161763c481c | Clause:
This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business and/or assets of the Company), assigns... | Label: Binding Effects |
ad0815c5-e249-4a8d-814c-5c811e582b80 | Clause:
Except for Batuta Capital Advisors LLC, which was retained by KaloBios and the fees of which will be paid by KaloBios, no broker, investment banker, agent, finder or other intermediary acting on behalf of KaloBios or its Affiliates or under the authority of KaloBios or any Affiliate is or will be entitled to an... | Label: Brokers |
d7ff1388-9e12-4d73-bbfa-39e2a7d2d3da | Clause:
No waiver or course of dealing shall be established by (a) the failure or delay of any Agent or any Lender to require strict performance by Borrowers with any terms of the Loan Documents, or to exercise any rights or remedies with respect to Collateral or otherwise; (b) the making of any Loan or issuance of any... | Label: Waivers |
89ccee0d-ce32-4da8-acc3-397168e4c76d | Clause:
Employee has reviewed with his or her own tax advisors the federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. Employee is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. Em... | Label: Representations |
786c67c7-e969-486c-baa8-b81843e40cd7 | Clause:
This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute a fully executed agreement even though all signatures do not appear on the same document. Delivery of an executed counterpart of a signature page by fax or email sha... | Label: Counterparts |
f0a8c653-8f32-4ef3-bfc6-c685e400e40f | Clause:
Company has filed all reports, schedules, forms, statements and other documents required to be filed by Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as Company was required by law ... | Label: Financial Statements |
74944a03-821b-4002-9b04-4da0343a4d0e | Clause:
Any actual, pending, or threatened litigation including but not limited to such matters as set forth on Schedule 5.1.6 .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assig... | Label: Litigations |
f4875ac9-424c-4851-a61e-a5e3e0808542 | Clause:
This Agreement shall be construed and the respective rights of the Parties determined according to the substantive laws of the State of Delaware notwithstanding any provisions governing conflict of laws under such Delaware law to the contrary and without giving effect to the United Nations Convention on Contrac... | Label: Governing Laws |
dbeed6b4-9513-4a5a-9148-cd6bc4b3db2c | Clause:
In the event there is a change of control, as defined below, of the Company, then the surviving corporation or the acquiring corporation shall assume the Company’s obligations pursuant to this Agreement, including any stock or stock option agreements that Employee has with the Company. In the event any survivin... | Label: Change In Control |
39024a29-9e55-4cab-be78-d7153d477e40 | Clause:
This Agreement may be executed in any number of counterparts each of which shall be deemed an original and which, taken together, shall form one and the same agreement. Execution and delivery of this Agreement may be evidenced by faxed or emailed signatures.
Task: Classify this clause into ONE of these types (... | Label: Counterparts |
437945bd-295f-40f1-997f-c63f4f1d690e | Clause:
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and it shall not be necessary in making proof of this Agreement or the terms hereof to produce or account for more than one of such counterparts.
Task: Classify this clause into ONE of these types (exactly on... | Label: Counterparts |
310e1b75-3cce-4751-9dc2-41cdcb3a69b6 | Clause:
Each Domestic Borrower (on a joint and several basis for itself and all other Loan Parties) and the Foreign Borrower (solely as to itself) hereby agrees to protect, indemnify, pay and save harmless the Issuing Lender and any of its Affiliates that has issued a Letter of Credit from and against any and all claim... | Label: Indemnity |
a5d41a79-e9af-44d7-8a70-cbe5d8e85743 | Clause:
Prior to the Discharge of Priority Lien Obligations, the Priority Lien Agent agrees that if it shall at any time hold a Priority Lien on any Collateral that can be perfected by the possession or control of such Collateral or of any Account in which such Collateral is held, and if such Collateral or any such Acc... | Label: General |
9e2f2b78-b0c5-478b-8035-a326b462108c | Clause:
The Parent will pay and discharge, and will cause each of its Subsidiaries to pay and discharge, all material Taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits, or upon any property belonging to it, prior to the date on which penalties attach thereto, and all la... | Label: Taxes |
e1e3b41a-7802-4dc6-907b-42c928e1b607 | Clause:
The Recipient has the necessary authority and capacity to enter into and perform his obligations under this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns... | Label: Authorizations |
d4996bab-dab6-4b34-9af0-35359f126bf8 | Clause:
Whenever notice is required to be given under this Note, unless otherwise provided herein, such notice shall be given in accordance with Section 9(f) of the Securities Purchase Agreement. The Company will give written notice to the Holder and the Trustee at least fifteen (15) days prior to the date on which the... | Label: Notices |
a7085d5a-ace0-4692-8f7e-e75d75d22539 | Clause:
T here is no action, suit, inquiry, notice of violation, proceeding or investigation completed, pending or, to Company’s knowledge, threatened or contemplated against or affecting Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, governmental or administrative age... | Label: Litigations |
f24a5517-9f8b-4e94-bd56-a6b35d809950 | Clause:
The Company shall be responsible for the payment of any placement agent’s fees, financial advisory fees, or broker’s commissions (other than for Persons engaged by any Buyer) relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer harmless against, any liab... | Label: Fees |
db1b72ea-97d1-4793-8ed6-459e8c907f98 | 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 |
1a231d7c-d7b3-4bf9-944a-ceca70651403 | Clause:
Subject to Sections 3 and 4, in order to vest in the RSUs, the Grantee must continue as an active employee of an Employing Company for three years from the Date of Grant, subject to the Employing Company’s right to terminate the Grantee’s employment at any time for any reason. The RSUs shall vest on the three-y... | Label: Vesting |
152cf4f9-e585-4ed8-aa11-0fb55f1cdcdc | Clause:
Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural person, the Borrower, any of the Borrower’s Affiliates or Subsidiaries or, solely to the extent that the list of Disqualified Lenders has been provi... | Label: Participations |
d5dceedf-2dca-4904-9919-3aefecece0d0 | Clause:
Subject to the provisions of the Plan, the Committee shall have the sole authority, in its discretion, to make all determinations under the Plan, including but not limited to determining which Employees, Directors or Consultants shall receive an Award, the time or times when an Award shall be made (the date of ... | Label: Powers |
061a0283-304f-4548-861e-7bfee6ea6549 | Clause:
This Supply Agreement has been duly executed and delivered by the Manufacturer and, assuming due execution and delivery by the Buyer, constitutes a valid and binding obligation, enforceable against the Manufacturer in accordance with its terms, except as enforceability may be limited by bankruptcy, fraudulent c... | Label: Authorizations |
36e0de40-79ed-4852-b058-f0e5223416bb | Clause:
(a) Each Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any... | Label: Waivers |
4d0de00b-0039-4a64-b36f-a4500b86910e | Clause:
Each Loan Party will not use the proceeds of any loan made hereunder for any purpose other than (a) on the Closing Date, to pay the fees, costs, and expenses incurred in connection with this Agreement, the other Loan Documents, and the transactions contemplated hereby and thereby, in each case, as set forth in ... | Label: Use Of Proceeds |
553276fb-8110-4752-b9f7-08f3daabc317 | Clause:
Any representation or warranty of the Borrower made herein shall be false or misleading in any material respect when made and the breach of which has (or with the passage of time will have) a material adverse effect on the rights of the Holder with respect to this Debenture.
Task: Classify this clause into ONE... | Label: Warranties |
46f2ec18-3cc6-44db-ab95-e0d5477a469e | Clause:
This Agreement shall be interpreted under and governed by, construed and enforced in accordance with, and subject to, the laws of the State of Texas, without giving effect to any principles of conflicts of law. Any disputes between the Parties concerning Jacobs’ employment with the Company and/or this Agreemen... | Label: Venues |
b43ba4df-5ce2-4c34-9b3c-119b894589e8 | Clause:
Each Pledgor agrees that at any time and from time to time upon the written request of Administrative Agent, each Pledgor will execute and deliver such further documents and do such further acts and things as Administrative Agent may reasonably request in order to effect the purposes of this Pledge Agreement.
... | Label: Further Assurances |
07aaf890-3ec6-47b0-9f41-baf8406750dd | Clause:
Company shall use the net proceeds from the sale of Subordinated Notes for general corporate purposes, including loan growth and the provision of additional liquidity and working capital.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruptio... | Label: Use Of Proceeds |
a012b8cc-ae42-41d4-80e0-9f238792c968 | Clause:
The capitalization of the Company is as set forth in the SEC Reports. The Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s stock option plans, the issuance of shares of... | Label: Capitalization |
e9f4452b-8e39-4ba0-9ae1-381bd3468c87 | Clause:
Whenever any payment of cash is to be made by the Company to Lender pursuant to this Note, such payment shall be made in lawful money of the United States of America by, at the Company ’ s option, a check drawn on the account of the Company and sent via overnight courier service to Lender at the address previou... | Label: Payments |
7aab3870-9ea3-40b8-8d88-3f434f34643e | Clause:
All representations, warranties, covenants, and agreements made by the Parties in the Agreement will survive the execution and closing of the transactions contemplated hereby. All provisions which by their nature are meant to survive closing shall survive closing for the applicable statute of limitations.
Task... | Label: Survival |
a330cefa-368c-4c11-a150-f9f1d342a9c9 | Clause:
The Parties may execute this Agreement in multiple counterparts, each of which constitutes an original as against the Party that signed it, and all of which together constitute one agreement. This Agreement is effective upon delivery of one executed counterpart from each Party to the other Parties. The signat... | Label: Counterparts |
ee125dce-d771-45be-af66-ccd11d51b577 | Clause:
The Borrower will, and will cause each Restricted Subsidiary to, maintain, with insurance companies that the Borrower believes (in the good faith judgment of the management of the Borrower) are financially sound and responsible at the time the relevant coverage is placed or renewed, insurance in at least such a... | Label: Insurances |
7eb40e16-65a3-47ca-b47c-72418faad54a | Clause:
This Agreement (including any Schedules hereto) constitutes the full and entire understanding and agreement among the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the parties is expressly canceled; provided, tha... | Label: Entire Agreements |
9781c5fa-8d0a-4e62-a013-a689ef8ebd2d | Clause:
All covenants, agreements, representations and warranties made by the Borrower herein, in the other Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties ... | Label: Survival |
41d77ca6-0e5e-4042-ba21-e1c649bfcc5b | Clause:
The Administrative Agent shall be deemed to have exercised reasonable care in the custody and preservation of any of the Collateral in its possession if it takes such action for that purpose as any applicable Debtor requests in writing, but failure of the Administrative Agent to comply with any such request sha... | Label: General |
b7caae11-0bf7-41f6-9db8-203083d0cca4 | Clause:
This Assignment Agreement may only be amended by a written agreement signed by both parties which explicitly adjoins itself to this Assignment Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals... | Label: Amendments |
3ea84e46-bb33-4d5a-b6be-11a471f39557 | Clause:
This Amendment shall be construed in accordance with and governed by the law of the state of New York. The provisions of Sections 9.09 and 9.10 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 ... | Label: Governing Laws |
1bf5a9e6-84ae-4e01-88f6-005a37166d5a | Clause:
Termination or expiration of this Agreement shall not relieve the Parties of any liability or obligation which accrued hereunder prior to the effective date of such termination or expiration. Each Party shall be free, pursuant to ARTICLE 13, to seek, without restriction as to the number of times it may seek, d... | Label: Remedies |
66e26693-927f-4e55-8273-a039d5a353b9 | Clause:
Strand does not control or own, directly or indirectly, any equity or profits interests in any Person or have the power, directly or indirectly, to elect any Persons to the board of directors or comparable governing body of any other Person other than the Strand Subsidiaries. Except for the Strand-Triesta Canc... | Label: Subsidiaries |
31bb2cc6-d4f5-48d7-a029-7208856babde | Clause:
Except as otherwise expressly provided in any of the Loan Documents, in all respects, including all matters of construction, validity and performance, this Second Amendment shall be governed by, and construed and enforced in accordance with, the Laws of the State of New York, without regard to principles of con... | Label: Applicable Laws |
ed01bd68-9507-4856-bafe-8fcd2a27c4cf | Clause:
This Amendment may be executed in any number of counterparts, each of which shall be considered an original.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authorit... | Label: Counterparts |
3dbfbf94-4055-4393-9217-5fd8a9fdc948 | Clause:
Neither the execution and delivery by the Purchaser of this Agreement and of the other agreements and instruments to be executed and delivered by the Purchaser in connection with the transactions contemplated hereby or thereby, nor the consummation by the Purchaser of the transactions contemplated hereby, will ... | Label: No Conflicts |
8b323b72-938b-4d1b-9e6f-bf826eb88330 | Clause:
This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without reference to its conflict of law provisions (other than Section 5-1401 of the General Obligations Law of the State of New York), and the obligations, rights and remedies of the parties hereunder shall... | Label: Governing Laws |
e19afa23-cc9c-4303-976d-f77bd0e10c0b | Clause:
All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and... | Label: Survival |
8e9e61fa-9323-4b80-8ab0-3e79801f9770 | Clause:
Subject to the terms and conditions contained in this Agreement, the purchase and sale of the Shares contemplated hereby shall take place at a closing (the “ Closing ”) to be held at the law offices of Magri Law, LLC in Fort Lauderdale, FL, or at such other place or on such other date as Buyer and Seller may mu... | Label: Closings |
87cb74be-a10e-4ffe-9f8a-36ff964d6dfc | Clause:
Except as set forth on Schedule 7.22 , there are no actions, suits or proceedings pending nor, to the knowledge of the Borrower, threatened against or in any other way relating adversely to or affecting any Credit Party or any Subsidiary thereof or any of their respective properties in any court or before any a... | Label: Litigations |
a78c5742-b66f-4e09-b770-3a2feb91278e | Clause:
All notices, requests or other communications required or permitted to be delivered hereunder shall be delivered in writing to such address as a party may from time to time specify in writing. Notices if (a) mailed by certified or registered mail or sent by hand or overnight courier service shall be deemed to ... | Label: Notices |
4cb1201f-23fe-4f9f-a683-27c32da293c1 | Clause:
This Agreement constitutes the entire Agreement between the parties with regard to the subject matter hereof, superseding all prior understandings and agreements, whether written or oral.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruptio... | Label: Entire Agreements |
1cfb0bb5-b840-4a04-957a-7cd38c46aea3 | Clause:
In further consideration of the execution by the Holders of this Waiver Agreement, the Company, on behalf of itself and each of its Subsidiaries and Affiliates, and all of the successors and assigns of each of the foregoing (collectively, the “ Releasors ”), hereby completely, voluntarily, knowingly, and uncond... | Label: Releases |
3ebebf78-f628-4d73-b322-9cdef2515d05 | Clause:
All communications and notices provided for hereunder shall be provided in the manner described in Section 11.3 of the Second Tier Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitratio... | Label: Notices |
8e385d8b-dec3-499a-91d7-3e32216f80ff | Clause:
In connection with Executive’s receipt of the retirement benefit described in Section 3.1, the Executive shall execute (and not revoke) a standard, customary form of release agreement (the “Release”), including without limitation the following terms. If Executive is continuously incapacitated through the Releas... | Label: Releases |
3c819929-2d89-4634-93d6-fffea3d316f8 | Clause:
This Agreement may be executed in any number of counterparts, all of which will be considered one and the same agreement and will become effective when counterparts have been signed by each of the Parties and delivered to each other Party (including via facsimile or other electronic transmission), it being unde... | Label: Counterparts |
617acf0e-a2a4-4adf-b3ab-7b6d77fb5037 | Clause:
Although, CLRI shall be responsible for any sales or use tax payable in connection with the sale of the Assets hereunder; Collabria will reasonably assist CLRI to minimize any such sales or use tax.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Ant... | Label: Sales |
4928376c-f9e5-472b-b25a-6f8c290285ea | Clause:
Except for the approvals of or notices or filings with Governmental Authorities set forth on Schedule 3.1(b) , the execution, delivery and performance of this Agreement and the Ancillary Agreements to which Buyer is a party and the consummation of the transactions contemplated hereby and thereby will not: (i) c... | Label: No Conflicts |
a6194c5b-6b72-47d2-8ba8-b2bd79faaba1 | Clause:
The consolidated balance sheets of the Servicer as of January 2, 2010, and the related statements of income and retained earnings of the Servicer for the fiscal year then ended, copies of which have been furnished to the Administrative Agent and each Purchaser Agent, fairly present the financial condition of th... | Label: Financial Statements |
f4ce864a-df1a-4e9a-8c1a-933382eb44c8 | Clause:
Each Guarantor agrees to pay or reimburse each Lender and the Administrative Agent for all its costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which su... | Label: Indemnifications |
a395b9f0-2c94-4cde-a574-41e9deccecbc | Clause:
Both during and after the Executive’s employment with the Company, the Executive agrees not to disparage, portray in a negative light, or take any action that would be harmful to, or lead to unfavorable publicity for, the Company or any of its current or former clients, suppliers, officers, directors, Executive... | Label: Non-Disparagement |
ac29531a-f72c-4297-972b-aec8e357bedc | Clause:
This Agreement and each other Loan Document to which it is a party has been duly executed and delivered by each Borrower and constitutes a valid and binding agreement of each Borrower, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium o... | Label: Binding Effects |
bb39eb75-313c-4bdb-8968-2ff1e983e79e | Clause:
This Loan Agreement may be executed in any number of counterparts, each of which shall be considered an original for all purposes; provided, however, that all such counterparts shall together constitute one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustm... | Label: Counterparts |
0c1092bb-1baa-4812-81e3-42d03dfdbea4 | Clause:
The Borrower has disclosed to the Lender all matters known to it that, individually or in the aggregate, could reasonably be expected to cause a Material Adverse Effect. No report, financial statement, certificate or other information furnished (whether in writing or orally) by or on behalf of the Borrower to L... | Label: Disclosures |
3d79d1ce-1fea-490a-8808-dbc6cd955649 | 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, would reasonably be expected to result in a Material Adverse Effect. Except as would not, individually or in the aggregate, reasonably be... | Label: Erisa |
16ac8883-5654-4fa7-bad4-72e57c357003 | Clause:
This Agreement may be amended, modified, extended or terminated, and the provisions hereof may be waived, only by an agreement in writing signed by the Company and the Holders. In addition, each Party may waive any right hereunder by an instrument in writing signed by such Party.
Task: Classify this clause int... | Label: Amendments |
c5da4d3f-4908-49cf-9456-cb33d5693194 | Clause:
Neither the execution of this Agreement, nor the performance by the Seller of its obligations hereunder will violate or conflict with any agreement by which the Seller is bound, or any applicable Law or Order.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amen... | Label: No Conflicts |
f458f1e0-b8e2-425a-be0d-ead4be0e1263 | Clause:
The execution, delivery and performance of this Agreement, the Note by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance and reservation for issuance of the Conversion Shares) will not (i) conflict with or result in a... | Label: No Conflicts |
9d7bb0d0-2428-4039-9fdc-046658614033 | Clause:
This Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Signature pages may be detached from multiple separate counterparts and attached to a single counterpart. De... | Label: Counterparts |
0d7b215d-79e7-4fd9-81e5-ae5f66215230 | Clause:
This Amendment may be executed in any number of counterparts and by the different parties on separate counterparts, and each such counterpart shall be deemed to be an original, but all such counterparts shall together constitute but one and the same Amendment. Delivery of an executed counterpart of a signature ... | Label: Counterparts |
61f28073-e475-408b-9578-6bbaefa40422 | Clause:
All notices, requests and demands to or upon the Administrative Agent or any Subsidiary Guarantor hereunder shall be effected in the manner provided for in Section 10.2 of the Credit Agreement; provided that any such notice, request or demand to or upon any Subsidiary Guarantor shall be addressed to such Subsid... | Label: Notices |
62e51b49-216a-4bc0-bf41-08b1cee92b2e | Clause:
The Performance Award shall vest on the the last day of the Performance Period (the “Vesting Date”) in a number of shares of Company Stock equal to the multiple of the Total Target Performance Award achieved, as determined by the Committee (or its designee) in accordance with the vesting provisions of Exhibit A... | Label: Vesting |
00d2878b-3d12-4eaa-a44c-bf1783bd4cf4 | Clause:
This Agreement may be executed in one or more counterparts, which shall be deemed an original but all of which together will constitute one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws... | Label: Counterparts |
5482304a-e506-43a2-858a-0bb9698b770b | Clause:
The Company will, and will cause each of its Material Subsidiaries to, (a) keep and maintain all tangible property material to the conduct of the business of the Company and its Subsidiaries (taken as a whole) in good working order and condition, ordinary wear and tear and casualty and condemnation excepted, ex... | Label: Insurances |
9d8e3b28-1feb-4bb7-947d-d8db55fa16d0 | Clause:
The Seller shall pay its pro rata share (the Seller’s pro rata portion to be determined according to the percentage that the aggregate principal balance as of the Cut-Off Date of all the Mortgage Loans represents as to the aggregate principal balance as of the Cut-Off Date of all the mortgage loans to be includ... | Label: Expenses |
c454ccd9-ca00-49c4-9f24-fd77c326d59d | Clause:
This Agreement and the No Competition and Non-Disclosure Agreement between the Company and Executive effective as of March 1, 2011 (the “NCND Agreement”) contain the entire agreement and understandings by and between the Company and Executive with respect to the covenants herein and therein described, and no re... | Label: Entire Agreements |
e968e79a-a10a-4f35-9142-dc63a51ef42e | Clause:
This Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts and each such counterpart shall be deemed to be an original, but all such counterparts shall together constitute but one and the same Agreement. Receipt of an executed signature page to this... | Label: Counterparts |
958ef8cd-caf5-49d0-87ca-82c073e743ea | Clause:
At all times during your employment or service with the Company and after termination of your employment or service with the Company for any reason, you will not knowingly make any statement, written or oral, that would disparage the business or reputation of the Company or its officers, managers, directors or ... | Label: Non-Disparagement |
10ae200a-c67d-47bb-8523-0575557fa0cf | Clause:
Subject to the provision for payment of the Closing Costs in accordance with the terms of Section 12.5 hereof and any other provision of this Agreement to the contrary, whether or not the transaction contemplated by this Agreement shall be consummated, all fees and expenses incurred by any party hereto in conne... | Label: Expenses |
f3360c99-cfb8-4353-a4c8-6909ac6383f6 | Clause:
Comply in all material respects with all applicable laws, rules, regulations and orders, such compliance to include (i) all applicable zoning and land use laws, (ii) all employee benefit laws, and (iii) paying before the same become delinquent all taxes, assessments and governmental charges imposed upon it or u... | Label: Compliance With Laws |
e535b838-ced4-490f-a81d-95dff838ab02 | Clause:
Nothing contained in this Agreement shall be construed as a waiver by Lender of any covenant or provision of the Credit Agreement, the other Loan Documents, this Agreement, or of any other contract or instrument between any Loan Party and Lender, and the failure of Lender at any time or times hereafter to requi... | Label: No Waivers |
c3d33a94-f762-4b26-9f12-d6d5a6ee9121 | Clause:
This Agreement (including all exhibits and schedules attached hereto) and the Ancillary Documents being executed herewith contain the entire agreement between the Parties with respect to the transactions contemplated hereunder and supersede all prior arrangements or understandings with respect thereto, written ... | Label: Entire Agreements |
dee4668e-7598-4dfb-bb3f-c52898d51cd5 | Clause:
On the Closing Date (as hereinafter defined), in consideration of the purchase price determined and payable as set forth in Section 2 below (the "Purchase Price"), and upon and subject to the other terms and conditions set forth in this Agreement, the Seller shall convey, sell, transfer, assign and deliver unto... | Label: Sales |
64c0f7fe-681a-43b7-9056-a6a70356c3cf | Clause:
The laws of the State of California will govern all matters relating to this Plan, except to the extent it is superseded or preempted by the laws of the United States.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable L... | Label: Governing Laws |
2694f035-a25c-487b-8946-57230b302e58 | Clause:
Neither party shall be entitled to assign, transfer, charge or in any way make over the benefit and/or the burden of this Agreement without the prior written consent of the other which consent shall not be unreasonably withheld or delayed, save that either party shall be entitled without the prior written conse... | Label: Assignments |
168004bb-1371-4086-bd7b-22e42a627dfb | Clause:
The right to indemnification or advancement of Expenses as provided by this Agreement shall be enforceable by the Indemnitee in any court of competent jurisdiction if the Corporation denies such request, in whole or in part, or if no disposition thereof is made within the applicable period referred to in Sectio... | Label: Remedies |
0fb4d32a-4419-414d-84ea-e582982539ab | Clause:
Any determination made by the Committee or an appropriately delegated person or persons with respect to the Plan shall be made in the sole discretion of the Committee or such delegate, unless in contravention of any express term of the Plan, including, without limitation, any determination involving the appropr... | Label: Binding Effects |
1cca0ebd-5ca6-46e0-aad7-f8970e50aac1 | Clause:
THE BORROWER AND GUARANTOR EACH IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN THE BOROUGH OF MANHATTAN IN THE CITY OF NEW YORK AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, ... | Label: Submission To Jurisdiction |
ebb7741c-0f15-4869-91fd-cba7e112a6c7 | Clause:
Promptly after the commencement thereof, notice of all actions, suits, proceedings or investigations before or by any Official Body or any other Person against any Loan Party or Subsidiary of any Loan Party which relate to the Collateral, involve a claim or series of claims in excess of Twenty Million Dollars (... | Label: Litigations |
d5f0bb68-5c4f-4763-86fc-5b72a330f8a9 | Clause:
All notices required or permitted to be given by the Corporation with respect to the Series C Preferred Stock shall be in writing, and if delivered by first class United States mail, postage prepaid, to the holders of the Series C Preferred Stock at their last addresses as they shall appear upon the books of th... | Label: Notices |
f6561973-aa8e-4ac2-85e6-15e210c21ca0 | Clause:
It is the express intention and agreement of the parties hereto that the provisions of Sections 7 , 9 , 10 , 11 , 12 , 13 , 15 , 16 , 17 , 19 , 20 , 21 , 23 , 24 and 25 hereof and this Section 14 shall survive the termination of employment of the Executive. In addition, all obligations of the Company to make pa... | Label: Survival |
a8c963df-b520-4fdb-81f3-bb0167fde859 | Clause:
In the event of a Change in Control (as defined in the Plan), the surviving, continuing, successor, or purchasing entity or parent thereof, as the case may be (the “Acquiror”), may, without the consent of the Optionee, either assume the Company’s rights and obligations under outstanding Options or substitute fo... | Label: Change In Control |
5f1d518d-5fbd-4f80-924e-ed20421d3970 | Clause:
Except as provided in Section 6(i), all notices required or permitted hereunder shall be in writing or provided and deemed effectively given upon personal delivery or five calendar days after deposit in the United States Post Office, by registered or certified mail, postage prepaid, addressed to the other party... | Label: Notices |
155b9f0d-2f90-4b1f-b4e2-883aedb4799d | Clause:
Subject to the continued compliance by each of the Security Parties and the GSS Guarantor with the provisions contained herein, in the Facility Agreement and in the other Transaction Documents and upon the condition that no creditor under any debt instrument or facility, which the Guarantor or any of its Subsid... | Label: Waivers |
79798972-e2b3-48d8-a3ed-c0e9b3a92f41 | Clause:
Promptly, and in any event within five Business Days after an officer of the Company or any of its Subsidiaries obtains knowledge Knowledge thereof, notice of (i) the occurrence of any event which constitutes a Default or an Event of Default ( provided such Default or Event of Default is continuing) and or (ii)... | Label: Litigations |
96722562-6a82-48ca-89d8-65f322a1e60e | Clause:
The Employment Letter is hereby terminated, effective as of the Effective Date, and shall thereafter be of no further force and effect. This Agreement, the RGAs, the Non-ISO Agreement and the ISO Agreements constitute the full and entire understanding and agreement of the Parties with regard to the subjects her... | Label: Entire Agreements |
051c7efe-bed2-456f-99ce-e76b5a938e5b | Clause:
Whenever any notice or other communication (a “Delivery”) is required to be given or delivered under the terms of this Pledge Agreement, it shall be in writing and delivered by hand delivery or Federal Express or registered or certified United States mail, postage prepaid and return receipt requested, and will ... | Label: Notices |
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