id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
562bb334-1a9f-4f75-9cc6-3ae7d01f2210 | Clause:
(a) The Company and each of the Subsidiaries is in compliance with all laws and regulatory requirements to which it is subject, except for such non-compliance that (i) could not reasonably be expected to have a material adverse effect on the business, assets, operations, financial position or results of ope... | Label: Compliance With Laws |
7d435ee8-43c0-496d-9484-7fdba852e7a6 | Clause:
The properties of the Borrower and its Subsidiaries are insured with financially sound and reputable insurance companies, in such amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the Bor... | Label: Insurances |
104175fc-857b-4f41-a57c-333fc5e1aea2 | Clause:
The written instrument evidencing the Restricted Stock Award may require or permit the immediate payment, waiver, deferral or investment of dividends paid on the Restricted Stock.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, ... | Label: Waivers |
3f2e4500-4165-4adc-984d-88491c085a40 | Clause:
This Agreement, along with the Cost-Sharing Agreement, the Trust Agreement and the TIC Agreement, contains the entire understanding among the parties hereto with respect to the subject matter hereof. This Agreement supersedes all prior and contemporaneous agreements and understandings, inducements or conditions... | Label: Entire Agreements |
cf5fde99-0fb2-4c09-b5b7-871a62a93ced | Clause:
Executive agrees to be bound by the terms of the Employee Confidentiality, Invention Assignment and Non-Compete Agreement, a copy of which is attached hereto as Exhibit B and incorporated herein by reference (the “ Non-Compete Agreement ”). Except as expressly set forth in this Agreement and the Non-Compete Agr... | Label: Confidentiality |
58443554-7b8a-4cae-9ffc-7bd7f40d8761 | Clause:
Upon the occurrence of any Event of Default described in Sections 11.1(f) or 11.1(g) with respect to the Borrower, any unused Term Commitments shall automatically and immediately terminate and the unpaid principal amount of, and any and all accrued interest on, the Obligations and all accrued fees shall automat... | Label: Terminations |
911ebbe8-1a14-4d66-bec2-b5c9e80cc429 | Clause:
The Borrower shall pay all reasonable out-of-pocket expenses (including reasonable fees and disbursements of outside counsel): (1) of the Administrative Agent incident to the preparation, negotiation and administration of the Loan Documents, including any proposed Modifications or waivers with respect thereto,... | Label: Expenses |
0cca90cf-cd92-4f84-887c-322c516b008e | Clause:
This Agreement may be executed by the Company and Executive in counterparts, each of which shall be deemed an original and which together shall constitute one instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicabl... | Label: Counterparts |
ab0bd1f1-913a-40ac-a590-cd5d336fa017 | Clause:
Whenever notice is required to be given under this Warrant, unless otherwise provided herein, such notice shall be given in accordance with the provisions of the Subscription Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption ... | Label: Notices |
ecd58a1b-0008-464a-be45-069e32adf9b5 | Clause:
Except as set forth on Schedule 4.7 , the Company shall use the net proceeds from the sale of the Securities hereunder for working capital purposes and shall not use such proceeds: (a) for the satisfaction of any portion of the Company’s debt (other than payment of trade payables in the ordinary course of the... | Label: Use Of Proceeds |
45d2221a-d15c-4449-b194-5bb53a497b90 | Clause:
SOW N ‐ 17 term shall commence on the SOW N ‐ 17 Effective Date and terminate ***.
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 Sa... | Label: Terms |
9ced8470-0d09-4eb6-b8e7-878bfda2dc53 | Clause:
All notices, requests and other communications provided for herein (including, without limitation, any modifications of, or waivers or consents under, this Lease) shall be given or made in writing (including, without limitation, by telecopy or e-mail), delivered to the intended recipient at the “Address for Not... | Label: Notices |
ec6ef31f-431a-448d-a2c4-36e346e8fa74 | Clause:
This Agreement shall be governed by the laws of the State of Texas. All parties hereby waive all rights to a trial by jury in any action or proceeding relating to Lockbox or this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corrupt... | Label: Governing Laws |
ee75c14d-de00-4977-ad94-e183aaebf4f5 | Clause:
THE EXPRESS REPRESENTATIONS AND WARRANTIES OF SELLER CONTAINED IN THIS AGREEMENT (AND THE RE-AFFIRMATIONS THEREOF SET FORTH IN THE APPLICABLE CLOSING CERTIFICATION), TOGETHER WITH THE TITLE WARRANTIES IN THE ASSIGNMENT TO BE DELIVERED AT THE APPLICABLE CLOSING BY SELLER (COLLECTIVELY “ SELLER’S WARRANTIES ”) AR... | Label: Warranties |
54aba259-e84d-484c-b1b7-e9be536e5222 | Clause:
Subject to all of the provisions of the Stock Option Agreement, the Participant shall become vested in such number of Stock Options, if any, as determined under the schedule below (the “Option Schedule”), unless otherwise specified in the Award Notice. The Stock Option is exercisable from and after the vesting ... | Label: Vesting |
5e9d70b4-12b7-4403-8923-382a7b51f9bb | Clause:
All notices required or permitted under this Agreement will be in writing and will be given by addressing the same to the address or facsimile number for the recipient set forth on the signature page of this Agreement or to such other address or facsimile number as the recipient may specify in writing under thi... | Label: Notices |
d94d7770-b409-42f9-84c5-d4dc9efa82ae | Clause:
The execution, delivery and performance by each Borrower and each Guarantor of this Agreement (and each other document required to be executed and delivered by a Borrower or a Guarantor hereunder), and the consummation by each of them of the transactions contemplated hereby and thereby do not and will not: (i) ... | Label: No Conflicts |
1427ac32-faad-4a38-b7fc-9344aa90d67f | Clause:
As described in Section II.A.1., you must execute and not revoke the Waiver and Release Agreement (“ Waiver and Release Agreement ”) provided previously to you in order for the Award to vest pursuant to certain employment events as described in Section III., and you must further execute or reaffirm, as determin... | Label: Waivers |
8c6cbc5e-1044-4977-b0c6-5868185e7141 | Clause:
All representations and warranties of the Borrower contained herein or made in connection herewith shall survive the execution and delivery of this Agreement, the completion of the transactions hereunder and Payment In Full. All covenants and agreements of the Borrower contained herein relating to the payment o... | Label: Survival |
a4abd9f6-6974-43ec-be06-6239599e2a07 | Clause:
This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement. This Agreement is not intended to confer upon any Person other than the parties hereto (and the Indemnified Parti... | Label: Entire Agreements |
81253558-400e-4d8f-800f-fc42705931e1 | Clause:
Any provision of this Supply Agreement which expressly or by implication is intended to come into or continue in force on termination or expiry of this Supply Agreement, including Clauses 1, 8 (to the extent that payments to AstraZeneca are due or still owing), 9 (to the extent that payments to AstraZeneca are ... | Label: Survival |
e2c8b740-b9df-401c-ad13-c09de2375297 | Clause:
No modification, amendment, extension, discharge, termination or waiver of any provision of this Note, nor consent to any departure by Borrower therefrom, shall in any event be effective, unless the same shall be in a writing signed by the party against whom enforcement is sought, and then such waiver or consen... | Label: Modifications |
b17dd7cf-31a1-4ade-a480-55ebfc9c3dbf | Clause:
Except as otherwise permitted by the Secured Debt Agreements, each Assignor hereby agrees not to divest itself of any right under any Mark absent prior written approval of the Collateral Agent.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Cor... | Label: Assignments |
8881a10c-4326-43f3-a785-6481e853c8cd | Clause:
All representations and warranties made by the Company and each Guarantor herein, in the other Loan Documents and in any document, certificate or statement delivered pursuant hereto or in connection herewith, shall be considered to have been relied upon by the Lenders and shall survive the execution and deliver... | Label: Warranties |
9b035c8d-febe-450b-b02b-e7d7d682b5f3 | Clause:
All of the issued and outstanding shares of capital stock of the Company have been duly authorized and validly issued, are fully paid and nonassessable and were not issued in violation of, and are not subject to, any preemptive or similar rights.
Task: Classify this clause into ONE of these types (exactly one ... | Label: Capitalization |
6622d9eb-9555-44ea-b63f-809a1126c2a8 | Clause:
Other than as set forth in the Exception Report, Borrower (i) does not have or hold any tradenames, trademarks, servicemarks, logos, copyrights, patents or other intellectual property with respect to the Properties or the use or operations thereof or (ii) is not the registered holder of any website with respect... | Label: Intellectual Property |
a45474bb-0020-4fbb-8241-60f29771b929 | Clause:
All payments pursuant to this Agreement shall be subject to normal withholdings as required or authorized by state, federal and local law. These payments will be direct-deposited to your bank account in accordance with your previous instructions regarding direct deposit of your paychecks.
Task: Classify this c... | Label: Payments |
7158befa-8a2a-4b96-8d7e-6c0e8cfe8334 | Clause:
No waiver under this Agreement is effective unless it is in writing and signed by the party waiving its right. Any waiver authorized on one occasion is effective only in that instance and only for the purpose stated, and does not operate as a waiver on any future occasion.
Task: Classify this clause into ONE ... | Label: Waivers |
d0348d84-5ebc-47c4-9603-8667d969ae31 | Clause:
The validity, enforcement and construction of this Agreement shall be governed by the laws of the State of Nevada, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Ag... | Label: Construction |
13edefd3-ae86-4a6c-b985-a8e480d9e457 | Clause:
This Agreement (including the Exhibits attached hereto) constitutes the entire agreement between the Parties relating to its subject matter and supersedes all prior or contemporaneous agreements, understandings or representations, either written or oral, between Angionetics and Licensee with respect to such sub... | Label: Entire Agreements |
924c9e44-c503-41a5-9d51-e4b046af5e85 | Clause:
This Agreement may be executed in one or more counterparts or by facsimile or .pdf, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendment... | Label: Counterparts |
a2bdaea1-ed60-40c2-bd3c-4b61179da994 | Clause:
Not later than five (5) Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of all notices, requests and other documents (including amendments, waivers and other modifications) so received under or pursuant to any instrument, indenture, loan or credit or similar agreement and... | Label: Notices |
39e9d505-29b7-43b1-9970-9a0a08fa180b | Clause:
Executive, for himself and his successors and assigns, does hereby release and discharge Employer of and from all claims, actions, and liabilities arising from, under or by reason of or related to Executive’s employment with Employer. Executive expressly acknowledges that the claims the Executive is releasing i... | Label: Waivers |
a4e850ac-ed7c-45f6-bb48-8b049a556256 | Clause:
The Seller shall pay, or cause to be paid, to each Purchaser Agent for the benefit of the Purchasers and Liquidity Providers in the related Purchaser Group in accordance with the provisions set forth in Section 1.4(d) certain fees in the amounts and on the dates set forth in one or more fee letter agreements, d... | Label: Fees |
f4192b2f-1640-449b-a9a5-6145510a6123 | Clause:
If the Participant incurs a Termination for any reason other than as described in Section 3(b), 3(c) or 3(d) hereof, all unvested PRSUs shall be immediately forfeited on the date of Termination.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Co... | Label: Forfeitures |
7baf2ec4-b153-442c-99bd-7cfbbc7ed8c1 | Clause:
This Term Loan Agreement, including the schedules and exhibits hereto, as the same may be from time to time amended and in effect.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignme... | Label: Agreements |
4203a8a2-c44e-414a-9007-544d9e18abb0 | Clause:
No failure to exercise and no delay in exercising, on the part of the Agent or any Lender, any right, remedy, power or privilege hereunder, shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereo... | Label: No Waivers |
ab2126da-b0de-4211-95b5-23f7bce164e0 | Clause:
Subject to terms set forth herein, the Company agrees to employ Executive in the position of Senior Vice President, Chief Scientific Officer. Executive shall serve in an executive capacity and shall perform such duties as are assigned to Executive from time to time, consistent with the Bylaws of the Company and... | Label: Titles |
7ca88dfb-5378-44cd-ae8c-8c44fabc4149 | Clause:
(a) Facility Fee . The Company agrees to pay to the Agent for the account of each Lender a facility fee on the aggregate amount of such Lender’s Commitment from the date hereof in the case of each Initial Lender and from the effective date specified in the Assignment and Assumption, as the case may be, pursuant... | Label: Fees |
214828cb-cd81-4ec8-a38b-7fee7c3500e9 | Clause:
This Agreement, the Purchase Agreement and in the case of the Company, the FF Investor and the FF Beneficial Investor, the FF Side Letter, contain the entire agreement among the parties with respect to the subject matter hereof and thereof and supersede all prior and contemporaneous arrangements or understandin... | Label: Entire Agreements |
99934664-b508-4e9a-9cb2-7fd5122c37d9 | Clause:
(a) The Company agrees to pay to the Administrative Agent for the account of each Lender an unused commitment fee, which shall accrue at the Applicable Rate on the daily amount of the unused Commitment (excluding, for these purposes, clause (b) of the definition of “Swingline Exposure”) of such Lender during th... | Label: Fees |
4458a0fd-4f7c-4b06-aa48-81c74febf8d4 | Clause:
To Seller’s knowledge, its business at the Branches has been conducted in compliance with applicable Law, except for any failure to comply that could not reasonably be expected to have a Material Adverse Effect.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Am... | Label: Compliance With Laws |
ef8ab09e-8a75-47f6-90c9-e1dc3353e5a3 | 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 agreement. Delivery of an executed counterpart of this Amendment by facsimile transmission or by electronic mail in portable document format (.pdf) ... | Label: Counterparts |
79ab82db-d853-4caf-ab50-9539fc8907ae | Clause:
SEC Filing . The Company shall provide Executive with the opportunity to review and provide reasonable comments on any Form 8-K or press release issued by the Company reporting Executive’s separation from the Company. The parties acknowledge and agree that this Agreement will be publicly filed with the SEC.
Ta... | Label: Publicity |
a6c1ab0f-0be2-45bb-b958-7f055be1d0e8 | Clause:
The Company may amend the Plan or any Agreement at any time and for any reason by action of the Compensation Committee of the Board of Directors, or the Chief Executive Officer of the Company. However, the Company may not amend the Plan or any Agreement in a manner that has the effect of reducing any outstandin... | Label: Amendments |
227af17b-d977-4d21-9f9d-7f3e8ce99994 | Clause:
Each of Borrower and the Lender irrevocably submits to the jurisdiction of the courts of the State of New York and of the United States sitting in the State of New York, and of the courts of its own corporate domicile with respect to any and all Proceedings. Each of Borrower and the Lender irrevocably waives, t... | Label: Jurisdictions |
e46816d2-01f4-493e-ba3b-6439e54cf09c | Clause:
It is the express intention and agreement of the parties hereto that the provisions of Sections 6, 7, 8, 10, 11, 12, 13, 14, 15, 16, 17, 19, 20, 21, 23, 24 and 25 hereof and this Section 14 shall survive the termination of employment of Executive or the termination or expiration of the Employment Period. In add... | Label: Survival |
f2d58837-4183-4c3b-9bc8-843120c93bb8 | Clause:
The Lenders shall have received (i) audited consolidated financial statements of the Company and its Subsidiaries for the fiscal year ending October 31, 2014 and (ii) unaudited interim consolidated financial statements of the Company and its Subsidiaries for each fiscal quarter ended after the date of the lates... | Label: Financial Statements |
915ffafe-c815-46e8-8cdb-61d505201111 | Clause:
This Agreement will be binding upon and inure to the benefit of and be enforceable by the respective successors and permitted assigns of the Parties. None of the Parties may assign (whether by operation of Law or otherwise) this Agreement or any rights, interests or obligations provided by this Agreement withou... | Label: Assignments |
4b42e226-c45e-4230-b092-869375f55ccd | Clause:
The Company shall use the proceeds for any and all general working capital purposes.
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 ... | Label: Use Of Proceeds |
1458f1b7-533a-477d-ac39-e48f99adb5fd | Clause:
In consideration of the Buyer’s execution and delivery of this Agreement and acquiring the Securities hereunder, and in addition to all of the Company’s other obligations under this Agreement, the Note or the Warrant, the Company shall defend, protect, indemnify and hold harmless the Buyer and its stockholders,... | Label: Indemnifications |
1ac3ecdd-6fe5-4c46-8e12-58d485049840 | Clause:
Successors and Assigns Generally . The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that neither the Borrower nor any other Credit Party may assign or otherwise transfer any of its rights o... | Label: Successors |
de9a30b0-5d06-4a76-9b92-700a6705716a | Clause:
In the case of the SPV, as of the Closing Date: (i) it has only the Subsidiaries and divisions listed on Schedule 4.1(j) ; and (ii) it has, within the last five (5) years, operated only under the tradenames identified in Schedule 4.1(j) , and, within the last five (5) years, has not changed its name, the locati... | Label: Subsidiaries |
1af0139a-21cb-457e-87ca-c496cedd4f5b | Clause:
This Agreement and the other Transaction Agreements constitute the sole and entire agreement of the Parties to this Agreement with respect to the subject matter contained herein and therein, and supersede all prior and contemporaneous understandings and agreements, both written and oral, with respect to such su... | Label: Entire Agreements |
464bf743-11ab-4696-a445-3b0f25775331 | Clause:
The respective obligations of, and benefits accorded to, the Company and Executive as provided in Section 2(b), 3(e), 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14 and 18 of this Agreement shall survive the expiration or earlier termination of this Agreement. Without limiting the foregoing, Executive acknowledges and ag... | Label: Survival |
400ae38c-f9be-44ab-8c02-760c2bc35c8a | Clause:
TO THE FULLEST EXTENT PERMITTED BY LAW, TENANT HEREBY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY TENANT ON ANY MATTER WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS LEASE, THE RELATIONSHIP OF LANDLORD AND TENANT, TENANT'S USE OR OCCUPANCY OF THE PREMISES ... | Label: Waiver Of Jury Trials |
6379f616-6493-4381-bb7b-ac7d26b617fb | Clause:
Except as set forth in the Company’s definitive proxy statement filed with the SEC on April 22, 2016, none of the officers or directors of the Company or any Subsidiary and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently a party to any transaction with the C... | Label: Transactions With Affiliates |
dc2ea3e8-d1a4-4180-af74-e0a2c51235b2 | Clause:
Debtor will (i) notify the Secured Parties of any material claim made or asserted against the Collateral by any Person or other event that could materially adversely affect the value of the Collateral or the Secured Parties’ Lien thereon; (ii) furnish to the Secured Parties such statements and schedules further... | Label: Notices |
bf58456a-9852-4eb4-84c6-87849fc68181 | Clause:
The Company will have the power and the right to deduct or withhold, or require the Participant or the Participant’s beneficiary to remit to the Company, the number of shares of Common Stock or a cash amount sufficient to satisfy federal, state, and local taxes, domestic or foreign, required by law or regulatio... | Label: Withholdings |
a14157be-1e71-4637-bfc5-93608a9c60fa | Clause:
As of May 4, 2016, the authorized and outstanding capital stock of the Company consists of (a) 2,000,000 shares of preferred stock, none of which are outstanding, and (b) 100,000,000 Shares of the Company common stock, of which 35,702,763 Shares are outstanding. As of the date hereof and as of the Closing Date,... | Label: Capitalization |
a7b07a57-2a87-4507-80b7-591fec3854a4 | Clause:
This Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors, executors, administrators, legal representatives, heirs and legal assigns.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corrup... | Label: Binding Effects |
80208506-ed37-456b-b209-7ca96fc112ac | Clause:
By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Bank or the Lenders, the Issuing Bank hereby grants to each Revolving Lender, and each Revolving Lender hereby acquires from the Issuing Bank, a p... | Label: Participations |
b2988b32-288f-49e4-a92f-8669a88a8638 | Clause:
If (a) this Note is placed in the hands of an attorney for collection or enforcement or is collected or enforced through any legal proceeding or the Holder otherwise takes action to collect amounts due under this Note or to enforce the provisions of this Note or (b) there occurs any bankruptcy, reorganization, ... | Label: Enforcements |
0b12374a-360c-4412-a4ea-a7a480ac2a39 | Clause:
The Company (after giving effect to the transactions contemplated by this Agreement) is solvent ( i.e. , its assets have a fair market value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured) and currently the Company has no information th... | Label: Solvency |
3f701aeb-e728-4540-9900-2bc9f15420e3 | Clause:
I acknowledge that a waiver by the Company of breach of any provision of this Subscription Agreement shall not operate or be construed as a waiver of any other provision of this Subscription Agreement, or of any subsequent breach by me or any other participant.
Task: Classify this clause into ONE of these type... | Label: Waivers |
24568308-196a-4f06-b05f-ca9165900efb | Clause:
All headings are for convenience only and shall not affect the meaning of any provision of 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, Authority, Auth... | Label: Headings |
3624a5bf-c01b-48e4-bd67-d494dce41e6e | Clause:
The execution, delivery, and performance of this Agreement does not and shall not: (a) violate any provision of law, rules or regulations applicable to it or any of its subsidiaries in any material respect; (b) violate its certificate of incorporation, bylaws, or other organizational documents or those of any o... | Label: No Conflicts |
9c05deb3-1cca-4f97-a647-34e43241456c | Clause:
This Agreement is entered into in the State of Minnesota and shall be construed, interpreted and enforced according to the statutes, rules of law and court decisions of the State of Minnesota.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corr... | Label: Governing Laws |
8c4b2132-737e-4764-ac48-cdc574f1acbd | Clause:
Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but, if any provision of this Agreement is held to be prohibited by or invalid under applicable law, that provision shall be ineffective only to the extent of the prohibit... | Label: Severability |
7183bc86-bf7b-4e29-b8ef-df3a69ab79a1 | Clause:
The Company will, and will cause each Subsidiary to, maintain, with financially sound and reputable insurance companies, insurance in such amounts and against such risks as are customarily maintained by companies engaged in the same or similar businesses operating in the same or similar locations; provided , ho... | Label: Insurances |
f7e5232c-44f4-4dbb-ad3b-52f9724b113a | Clause:
This Agreement may be signed and delivered in multiple counterparts (including delivery by means of facsimile), each of which shall be deemed an original but which together shall constitute one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreeme... | Label: Counterparts |
7c5f65c2-4769-4434-a65b-fa26db3c5965 | Clause:
This Agreement and any amendments, waivers, consents or supplements hereto may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all taken together shall constitute a single contract. Delivery of an executed counterpart of a ... | Label: Counterparts |
a53e82d2-9c3b-4a8d-9421-ac91847d5179 | Clause:
Pursuant to the terms of this Agreement, the consummation of the purchase and sale of the Purchased Shares hereunder (the " Closing ") shall take place at such time and place as the Company and Purchaser determine (the date of such closing, the " Closing Date "). The parties agree that the Closing may occur via... | Label: Closings |
2ea82e7d-8b06-4790-b1b4-6a1b9a9357a2 | Clause:
Assuming that the consents referred to in clauses (a) and (b) of Section 5.5 are obtained, the execution and delivery by such Commitment Party of this Agreement and each other Transaction Agreement to which such Commitment Party is a party, the compliance by such Commitment Party with all of the provisions her... | Label: No Conflicts |
4d17d92b-84df-4a89-996b-ffcdd385efb0 | Clause:
The Sponsor shall indemnify the Asset Representations Reviewer against any and all loss, liability or expense (including reasonable attorneys’ fees) incurred by the Asset Representations Reviewer in connection with the administration of this Agreement and the performance of its duties hereunder. The Asset Repre... | Label: Indemnifications |
08212e46-a7ff-470e-8793-3c7016dae1fd | Clause:
All amounts payable hereunder shall be subject to withholding for all taxes and deductions required by any federal, state, local or other applicable law.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals... | Label: Withholdings |
7768ff88-b329-4568-b6d4-d52ba2d95625 | Clause:
This Amendment, and the Agreement, Note, and Transaction Documents as modified by this Amendment, contain the entire agreement and understanding of the parties, and supersedes all prior and contemporaneous agreements, term sheets, letters, discussions, communications and understandings, both oral and written, w... | Label: Entire Agreements |
16ff79a6-bd50-4c3d-b70c-81359190df87 | Clause:
Except for any premerger notifications required under the Hart-Scott-Rodino Act, the execution, delivery and performance of this Agreement by Stryker and each Ancillary Agreement to which Stryker is a party do not and will not require any consent, approval, authorization or other order of, action by, filing wit... | Label: Approvals |
3715af38-19f9-47df-9178-db19c7be1e2b | Clause:
All payments of the Guaranteed Obligations will be made by each Loan Party Guarantor free and clear of and without deduction for any taxes; provided that if any Loan Party Guarantor shall be required to deduct any taxes from such payments, then (i) the sum payable shall be increased as necessary so that after m... | Label: Taxes |
a4d083a3-518a-4af5-89ae-1c2d1ab0f0d9 | Clause:
The Plan, the granting and vesting of Awards and the issuance and delivery of Shares and the payment of money under the Plan or under Awards granted or awarded under the Plan are subject to compliance with all Applicable Law (including but not limited to state, federal and foreign securities law and margin requ... | Label: Compliance With Laws |
788cfa68-3c57-41bc-b6f7-fbda129a4981 | Clause:
Participant shall become vested in the RSUs in accordance with the vesting schedule in the Notice of Grant, except as otherwise accelerated pursuant to Section 3(b) hereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applica... | Label: Vesting |
b62c8203-3f36-4e32-91c2-133a746944d5 | Clause:
This Amendment m ay be executed in several counterparts, each of which shall be deemed an original, and all of which together shall be deemed to be one and the same Amendment when each party has signed one of the counterparts. This Amendment may be delivered to the Escrow Agent and the other party by facsimile ... | Label: Counterparts |
1ca81249-f3e4-4a10-aa6b-391733886329 | Clause:
The Mortgagor represents and warrants that it has good right and lawful authority to execute this Mortgage and that it owns or holds all of the Mortgaged Properties, in each case subject to no lien, security interest or other encumbrance except for (i) the Encumbrances, (ii) liens for real property taxes and as... | Label: Titles |
0fcee287-d2cf-4975-b48d-20607330f629 | Clause:
In the case of a distribution under Section 6.3 on account of the Participant's death, the Committee shall pay the entire amount in the Participant's Accounts to his surviving spouse, or if there is no surviving spouse, or if the surviving spouse gives her consent as provided in Section 6.3, to a Beneficiary ot... | Label: Death |
39b2579f-ff10-4033-848d-f92fd46182e6 | Clause:
This Amendment shall become effective as of the date this Amendment is approved by the board of directors of the Company.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assi... | Label: Effectiveness |
473a7ac2-d8b3-4645-b713-f7eb04920bce | Clause:
Employee shall be entitled to vacation during each year of the term at the rate of four (4) weeks per year; provided that any unused vacation shall accrue until March 30 of the following calendar year.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, ... | Label: Vacations |
6c9f6a51-391d-4318-b305-fafb43c2b404 | Clause:
Borrower will, and will cause each of the Guarantors and their respective Subsidiaries to, cooperate with the Agent and the Lenders and execute such further instruments and documents as the Lenders or the Agent shall reasonably request to carry out to their reasonable satisfaction the transactions contemplated ... | Label: Further Assurances |
47c367f5-c145-4f24-92c2-cd9e33c68fa3 | Clause:
The Company shall, by 9:00 a.m. (New York City time) on the Trading Day immediately following the date hereof, issue a press release disclosing the material terms of the transactions contemplated hereby, and shall, within four (4) Trading Days following the date hereof, file a Current Report on Form 8-K disclos... | Label: Publicity |
838b4e87-89e7-441e-bdf1-07779e26bcf6 | Clause:
Each LC Participant and Related Committed Purchaser shall indemnify and hold harmless the Administrator (but solely in its capacity as Administrator) and the LC Bank and their respective officers, directors, employees, representatives and agents (to the extent not reimbursed by the Seller, the Servicer or any O... | Label: Indemnifications |
c2dce4fd-825b-4e2a-95e1-0b33f411724f | Clause:
All material consents, waivers, approvals, authorizations or orders required to be obtained, and all filings required to be made, by the Acquiree Company and/or the Shareholders for the authorization, execution and delivery of this Agreement and the consummation by them of the transactions contemplated by this ... | Label: Consents |
d2f3e727-c5c5-460d-8243-597837064b84 | Clause:
The Assignors hereby covenant and agree that they will communicate to the Assignee, its successors, legal representatives and assigns, any material facts (including information relating to use or non-use, enforceability, or infringement of the Transferred Intellectual Property) known to the Assignors with respe... | Label: Cooperation |
2c51ce6a-715a-4194-93b8-4da0a07625f2 | Clause:
The Borrower shall have (A) executed and delivered to the Administrative Agent the Fee Letter and shall have paid to the Administrative Agent, for its own account, and to the Lenders the fees required to be paid by it on the Closing Date, and (B) paid or caused to be paid all reasonable fees and expenses of the... | Label: Fees |
0089e42b-d3e5-495c-ac90-c69820a4689c | Clause:
Each Credit Party shall have each performed and complied in all material respects with all agreements and conditions contained in this Agreement and the other Loan Documents, to the extent required to be performed or complied with by such Credit Party. No Person (other than Agent, Lenders and Issuing Lender) pa... | Label: Agreements |
bdaf3d21-01f0-49ec-ac7a-28236db757f4 | Clause:
Each of the parties hereto agrees to pay all of its expenses arising in connection with the negotiation, preparation, execution, delivery, administration, exercise of rights under and enforcement of, and any amendment, supplement or modification to, or waiver of any provision of, this Agreement, the Notes, the ... | Label: Expenses |
52d98e1a-0238-4eae-beca-98bcc59b3593 | Clause:
During the Term (as defined below), the Company shall employ Executive, and Executive shall be employed, as the General Counsel and Secretary of the Company; provided that Executive’s designation as Secretary shall be effective upon his appointment to such office by the Company’s Board of Directors. During Exec... | Label: Employment |
526d7764-9f05-4eeb-94b7-dcfa7e9705c8 | Clause:
Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given upon personal delivery or upon deposit in the United States mail by certified mail (if the parties are within the United States) or upon deposit for delivery by an internationally recognized express mail c... | Label: Notices |
b3fdd4e7-385e-4b38-a95b-91f9db54f216 | Clause:
The Company shall use the net proceeds from the sale of the Securities hereunder for the redemption of all of the Company’s preferred stock outstanding and held by the Purchaser as of the date hereof, at the stated value of such preferred stock, to be redeemed within 24 hours of the Closing, and for working cap... | Label: Use Of Proceeds |
43d09335-076d-439c-81ff-3eb712946b72 | Clause:
The provisions hereof shall be governed and interpreted in all respects pursuant to the substantive laws of the State of Texas without regard to its conflict of laws principles.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Ap... | Label: Governing Laws |
60c86571-a8a3-43d9-860b-0319e4887f68 | Clause:
Except as herein amended, all other terms and conditions of Agreement shall remain unchanged and in full force and effect. All defined terms used and not otherwise defined in this Amendment have the meanings ascribed to such terms in the Agreement. This Amendment may only be modified by a written document, sign... | Label: Terms |
8bd47a3e-2fc6-4b94-8615-56142391c88f | Clause:
Each of the parties hereto (a) consents to submit itself to the personal jurisdiction of federal or state courts of the State of Michigan in the event any dispute arises out of this Agreement or the transactions contemplated by this Agreement, (b) agrees that it shall not bring any action relating to this Agree... | Label: Jurisdictions |
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