id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
26ddb495-5c6f-4d81-ad44-9a37fa73b628 | Clause:
The covenants set forth in this Section 7 shall be deemed severable. In the event that any court determines that any term, condition, restriction, covenant, provision term, condition, restriction, covenant, provision or any portion thereof is illegal, invalid or unenforceable in any circumstance for any reason,... | Label: Severability |
757b49c1-ce0e-43a8-9832-f04bb095b8ec | Clause:
Purchaser hereby represents and warrants to Company that the statements contained in Schedule 5.1 are true, correct, and complete as of the Effective Date and will be true, correct, and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agre... | Label: Representations |
d253c9a9-900d-4e1a-96c2-cc8d8579bd89 | Clause:
All documents, notices or other communications that are required or permitted to be delivered or given under this Agreement shall be in writing and shall be deemed to be duly delivered or given when received.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amend... | Label: Notices |
f93444b9-2db0-4d36-ae3a-36144fe42ce6 | Clause:
If any provision of this Agreement shall be declared invalid or unenforceable, the remainder of this Agreement will continue in full force and effect so far as the intent of the parties can be carried out, and the parties further understand and agree that any non-waiveable provision of the Act shall supersede a... | Label: Severability |
673d9b6e-5efe-44d1-a4d5-a4295a6ae123 | Clause:
For purposes of this Agreement, the terms “Cause”, “Good Reason” and “Disability” shall have the meanings ascribed to such terms in any written employment or severance agreement between the Company and the Employee in effect at the time of a termination of the Employee’s employment with the Company.
Task: Clas... | Label: Disability |
2444f268-22ae-4bdd-a1d4-355f6003717f | Clause:
In addition to the cash and stock retainers paid to all non-employee Directors for Board service, the Lead Independent Director shall be paid a fixed amount to be determined by the Nominating and Governance Committee, in lieu of committee fees. Additional compensation as a chairperson will be paid if the Lead ... | Label: Fees |
637badfd-b004-47fa-acb7-ad6778a1f58f | 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. The excess of the present value of all accumulated benefit obligatio... | Label: Erisa |
0e24e744-a91d-4d6b-b530-bd7786cbfd2c | Clause:
The Borrower will not be a party to any merger or consolidation unless the Borrower is the surviving entity or sell, transfer, convey or lease all or substantially all of its assets.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Law... | Label: Sales |
a335c0b3-f3a6-4b89-82f3-a15ab49e6037 | Clause:
(a) Any and all payments made by or on behalf of a Loan Party under this Agreement or any other Loan Document shall be made free and clear of, and without deduction or withholding for or on account of, any Taxes; provided , that if a Loan Party, the Administrative Agent or any other applicable withholding agent... | Label: Taxes |
679dfd07-65ae-469c-8b36-8544152f0695 | Clause:
Dividend Equivalent Accounts shall be subject to such terms and conditions as the Committee shall determine and as shall be set forth in the applicable Award Agreement. Such terms and conditions may include, without limitation, for the Participant's Account to be credited as of the record date of each cash div... | Label: Terms |
3b59e2ee-dcc4-4285-93de-80c298e268db | Clause:
This Agreement may be executed in one or more counterparts, each of which shall be deemed to constitute an original, but all of which together shall constitute one and the same document.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption... | Label: Counterparts |
bc99636f-01ab-4986-827b-432da4be91c1 | Clause:
All information relating to or concerning the Company or any of its Subsidiaries set forth in this Agreement and provided to the Buyers pursuant hereto and otherwise in connection with the transactions contemplated hereby and/or in the other Transaction Documents is true and correct in all material respects and... | Label: Disclosures |
f5cc236a-05f4-4582-a372-d3d1ccbb14dd | Clause:
This Agreement and the rights and obligations of the parties hereto shall bind and inure to the benefit of any successor of the Company by reorganization, merger or consolidation and any assignee of all or substantially all of its business and properties. Neither this Agreement nor any rights or benefits hereu... | Label: Assignments |
767e425f-bdde-43cd-9c63-25135fb285a2 | Clause:
Capitalized terms used herein and not otherwise defined herein have the meanings assigned to them in the Existing Term Loan Agreement or the Restated Term Loan Agreement (as defined below), as the context may require. The interpretive provisions specified in Section 1.03 of the Existing Term Loan Agreement also... | Label: Defined Terms |
5e51b63e-d0ab-42e7-98e7-fe61e0a12c57 | Clause:
This Agreement has been duly and validly executed and delivered by Seller and, assuming due and valid authorization, execution and delivery by the Company, this Agreement constitutes a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms, except as such enforceab... | Label: Enforceability |
c66a59b9-51b5-4adf-a179-2fddb88332cc | Clause:
The Company shall cooperate in any offering of Registrable Securities under this Agreement, which cooperation shall include, without limitation, the preparation of the Registration Statement with respect to such offering and all other offering materials and related documents, and participation in meetings with ... | Label: Cooperation |
8bba1f0f-07c0-4183-a9a8-c3f1cee276b6 | Clause:
As of the date hereof, the Company has 95,083,052 shares of Common Stock issued and outstanding.
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, Authoriza... | Label: Capitalization |
98ebc718-50f3-4df6-b658-42d554623f67 | Clause:
The execution and delivery of this Guaranty are not, and the performance of this Guaranty will not be, in contravention of, or in conflict with, any agreement, indenture or undertaking to which Guarantor is a party or by which Guarantor or Guarantor's property is or may be bound or affected and do not, and will... | Label: No Conflicts |
cdc7d8c9-a604-491c-b6cb-6acfdd70d834 | Clause:
The Company understands and confirms that the Investor will rely on the foregoing representations in effecting transactions in securities of the Company. No statement made by the Company in this Agreement or any other Transaction Document contains any untrue statement of a material fact or omits to state a mate... | Label: Disclosures |
09280e8c-cbf3-4ed7-87ae-91223089d270 | Clause:
If any provision of this Agreement shall be held invalid or unenforceable in whole or in part, such provision shall be ineffective to the extent of such invalidity or unenforceability without in any manner affecting the validity or enforceability of the remaining provisions of this Agreement.
Task: Classify th... | Label: Severability |
14f4ea1c-4191-4b51-866a-bfc0a49f626a | Clause:
Employee agrees that he will not disclose that he has entered into a Release and Waiver of Claims Agreement with the Company, and further agrees that he will keep the terms of this Agreement completely confidential and that he will not hereafter disclose any information concerning this Agreement, the existence ... | Label: Confidentiality |
ee5e4664-81c3-4df0-b162-889a252d5636 | Clause:
Departing Executive agrees that upon written request of the Company, he will make himself reasonably available to cooperate with the Company, its subsidiaries and affiliates and any of their officers, directors, shareholders, or employees in connection with any investigation or review by the Company or any fede... | Label: Cooperation |
cef1e284-49c3-47e3-87e9-783f175eb188 | Clause:
The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a), 14(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company w... | Label: Financial Statements |
ef23d2f5-7ce1-4f17-82f8-b458c7916176 | Clause:
There are no actions, suits or proceedings pending or, to the best knowledge Knowledge of the Company or any of its Subsidiaries, threatened (i) with respect to any Document or (ii) that could reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect.
Task: Classify thi... | Label: Litigations |
66bca2f1-c57a-486f-80e4-8a3139fdc6dd | Clause:
The Borrower, as determined on a consolidated basis, is Solvent. The Borrower, as determined on a consolidated basis, will not be rendered insolvent by the execution and delivery of this Agreement or any Financing Agreement, or by completion of the transactions contemplated hereunder or thereunder.
Task: Class... | Label: Solvency |
7b0982c6-3222-42b0-9efd-aade6cac96c1 | Clause:
Company and Contractor respectively agree to comply, in all material respects, with all laws, rules and regulations that are now or may become applicable to operations covered by this Agreement, any Work Order or arising out of the performance of such operations. If either Party is required to pay any fine or p... | Label: Compliance With Laws |
83250a16-0917-445c-b8c2-814d8461e1fa | Clause:
To the extent federal law does not otherwise control, this Agreement shall be governed by the laws of Delaware, without giving effect to principles of conflicts of laws.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable... | Label: Governing Laws |
c14bc85e-2949-4d17-ad4a-3c6280ceefce | Clause:
Factor shall have the right to assign this Agreement; Client shall have no right to assign this Agreement; and this Agreement shall inure to the benefit of and shall bind Factor and Client and their respective successors and assigns.
Task: Classify this clause into ONE of these types (exactly one label):
Adjus... | Label: Assignments |
8406b78e-22db-4200-a8db-91442330430a | Clause:
No determination by any court, governmental body or otherwise that any provision of this Ninth Amendment or any amendment hereof is invalid or unenforceable in any instance shall affect the validity or enforceability of (i) any other such provision or (ii) such provision in any circumstance not controlled by su... | Label: Severability |
37458d05-9097-4397-aaa1-1c66782ef462 | Clause:
Delegate any of the duties of Managing Member set forth herein except as set forth in the Management Agreement or the Asset Management Agreement or any other approved contract with an Affiliate under the terms of this Agreement or to the officers and employees of Managing Member. For avoidance of doubt, account... | Label: Duties |
4b6d8f97-a1f2-45e0-adb7-6807e5b5b24e | Clause:
The validity, interpretation, construction and performance of this Agreement will be governed by and construed in accordance with the substantive laws of the State of Delaware , without giving effect to the principles of conflict of laws of such State.
Task: Classify this clause into ONE of these types (exactl... | Label: Governing Laws |
fe9c990a-4fd7-4864-90a8-c7624eae0df0 | Clause:
As a material inducement to Lender to enter into this Agreement, Borrower (i) does hereby remise, release, acquit, satisfy and forever discharge Lender and all of its past, present and future officers, directors, employees, agents, attorneys, representatives, participants, heirs, successors and assigns, from an... | Label: Releases |
9691a4ac-88e6-486f-be59-979b746a1f80 | Clause:
Neither the Company nor any Subsidiary is required to obtain any consent from, authorization or order of, or make any filing or registration with (other than the filing of a Form D with the SEC and any other filings as may be required by any state securities agencies), any court, governmental agency or any regu... | Label: Consents |
af7651df-759f-4824-9f63-8487615f44f9 | Clause:
If any item manufactured by Fresenius Kabi or its subcontractors shall prove defective in material and/or workmanship within the Warranty Period, Cerus shall notify Fresenius Kabi in writing of such defect or noncompliance as soon as reasonably practicable, but in any event within [ * ] of Cerus’ discovery of s... | Label: Remedies |
72a453b5-980e-473c-ac84-6d54a71c2847 | Clause:
The Co-Tenants agree to execute and deliver to each other such additional agreements and documents to accommodate the reasonable requirements of future lenders.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Ap... | Label: Further Assurances |
9c40c9f2-59e9-49c1-a700-407ca9f1c68d | Clause:
If Pieris is required to withhold any amounts payable hereunder to Enumeral due to the applicable laws of any country, such amount will be deducted from the payment to be made by Pieris and remitted to the appropriate taxing authority for the benefit of Enumeral. Pieris will withhold only such amounts as are re... | Label: Withholdings |
32cdb9d2-e5e3-4f98-93f7-e0183d14a602 | Clause:
Each of the Giants Parties represents and warrants to the Jaguar Parties that: (a) it has all necessary corporate or limited partnership power and authority, as applicable, to execute and deliver this Agreement and to perform its obligations hereunder; (b) the execution, delivery and performance of this Agreeme... | Label: Representations |
02ce3831-f490-4abd-9d8f-b726eb8f4016 | Clause:
The financial statements most recently provided pursuant to Section 6.01(a) or (b) , as applicable, present fairly, in all material respects, the financial position and results of operations and cash flows of MKS and its Consolidated Subsidiaries, as of such dates and for such periods in accordance with GAAP, s... | Label: Financial Statements |
1ac48841-9544-4a1f-8905-fa67924f53d2 | Clause:
The Consultant agrees to pay for all of his own expenses (phone, mailing, faxing, labor, etc.), except pre-approved travel, but not including extraordinary items (luncheons or dinners to large groups of investment professionals, investor conference calls, print advertisements in publications, etc.) which extrao... | Label: Expenses |
927fdd16-fd62-42bb-a1c1-e6b4fca517d5 | Clause:
Waiver by Lender of any breach of this Guaranty or the failure of Lender to exercise any right hereunder, or any right contained in any instrument relating to an obligation guaranteed hereunder, shall not be deemed to be a waiver of any breach or right. The failure of any party to take action by reason of any s... | Label: Waivers |
baa484dc-f850-4e9e-98e2-f0a51572cb5d | Clause:
Each party hereto agrees, on behalf of itself and its Affiliates, that any actions, suits or proceedings arising out of or relating to this Agreement or the transactions contemplated hereby will be brought solely and exclusively in the United States District Court for the Northern District of Georgia or the cou... | Label: Jurisdictions |
77418ee4-961b-43e5-ba32-d5668394e814 | Clause:
If and to the extent any Stockholder fails to deliver a Letter of Transmittal and the related Stock Certificate or Lost Certificate Affidavit and such other items as required under Section 3.07(c) to the Paying Agent within one (1) year of the Closing Date, then any Merger Consideration in respect thereof shall... | Label: Forfeitures |
64c1bb35-c3ff-40df-90f3-16b02f0d796a | Clause:
All of the capitalized terms used herein, but not defined in this Amendment, shall have the meaning set forth in the Project Agreement and the Lease.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Ar... | Label: Definitions |
cf2eb5c8-3e6e-40d4-b9d0-d2cdd1cf1e66 | Clause:
The proceeds of Term Loans made hereunder on the Closing Date will be used by the Borrower (a) to finance the Transactions and the Transaction Expenses and (b) for working capital, capital expenditures and general corporate purposes (including, without limitation, to make Investments, Restricted Payments, acqui... | Label: Use Of Proceeds |
ef31fd51-7a3c-45ac-a1dc-2fac13355a27 | Clause:
The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents. On and a... | Label: No Waivers |
26cdd145-d691-4679-9b44-41ffb7b6effb | Clause:
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 (including any Affiliate of an Issuing Bank that issues any Letter of Credit), except that (i) except as permitted by Section 2.24, no Borrower may a... | Label: Successors |
6ec1c3a7-2c4e-4dc3-82cb-35f825ead578 | Clause:
On the date hereof, Schedule 3 lists all registrations, recordings and applications of Copyrights, Trademarks and Patents with the United States Patent and Trademark Office and the United States Copyright Office, as applicable, that are owned by such Grantor in its own name on the date hereof.
Task: Classify t... | Label: Intellectual Property |
e442a772-71ea-4777-a439-b9d51e38b918 | Clause:
This Agreement may be executed and delivered (including by facsimile or other electronic transmission) in any number of counterparts, each of which shall be deemed to be an original, and all of which together shall constitute one and the same document.
Task: Classify this clause into ONE of these types (exactl... | Label: Counterparts |
0647ef22-a296-4ca8-8670-92f6ea82d2f0 | Clause:
The Participant hereby acknowledges and understands that he or she may suffer adverse tax consequences as a result of the Participant’s receipt of (or purchase of), vesting in, or disposition of, the Covered Shares.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements... | Label: Taxes |
18d49914-d2b3-4fbf-a6a7-fdeb8dc40c22 | Clause:
No failure on the part of the Collateral Agent to exercise and no delay in exercising, and no course of dealing with respect to, any right, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege under this Agreement pr... | Label: No Waivers |
a7c34111-4d68-4937-a215-5d853d7bdcda | Clause:
If the Aggregate Credit Facility Amount is increased in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date (the “ Increase Effective Date ”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Borrower and the Lend... | Label: Effective Dates |
c996f77c-110d-4672-a0bd-53a3db98f2ea | Clause:
The Section headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose. The Exhibits attached hereto, are hereby incorporated by reference as a part of the Agreement with the same force and effect as if set forth in t... | Label: Headings |
ffc03be9-1511-4b09-b7ca-a32449ac5caa | Clause:
This Agreement may be further amended or canceled by mutual agreement of the parties in writing without the consent of any other person and, so long as Employee lives, no person, other than the parties hereto, shall have any rights under or interest in this Agreement or the subject matter hereof.
Task: Classif... | Label: Amendments |
a7b7ca38-a1e5-4531-9085-8892e59a362a | Clause:
The Participant acknowledges and agrees that the Company's remedies at law for a breach or threatened breach of any of the provisions of Section 12 would be inadequate and the Company would suffer irreparable damages as a result of such breach or threatened breach. In recognition of this fact, the Participant a... | Label: Specific Performance |
b3657735-395c-4092-b427-e40d1d221455 | Clause:
EACH OF THE PARTIES HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT. EACH OF THE PARTIES HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, A... | Label: Waiver Of Jury Trials |
f8d9e532-b493-4b28-8574-74c0c947bf91 | Clause:
The Company shall reimburse the Executive for any expenses that the Executive incurs in connection with his duties under this Agreement, provided that the Executive provides to the Company an itemized written account and receipts acceptable to the Company within a reasonable time after they have been incurred.
... | Label: Expenses |
fa89e611-5332-4fc5-b426-dc070b255ee2 | Clause:
The validity and interpretation of this Agreement will be governed by Florida law without giving effect to principles of conflicts of law. The parties stipulate that jurisdiction and venue will lie exclusively in Brevard County, Florida or the United States District Court for the Middle District of Florida for ... | Label: Governing Laws |
0fd65692-9443-412c-b529-de997b8d6eae | Clause:
In conformity with standard pharmaceutical industry practices and the terms and conditions of this Agreement, each Party shall prepare and maintain, or shall cause to be prepared and maintained, complete and accurate written records, accounts, notes, reports and data with respect to activities conducted pursuan... | Label: Records |
a923e28e-9ebc-49f9-bf1a-39d3a8ddf9b6 | Clause:
(a) Each party hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising o... | Label: Jurisdictions |
7ce241f2-5ce1-4c52-82a2-2b1ecf4bb196 | Clause:
For all purposes of this Agreement, all communications, including without limitation notices, consents, requests or approvals, required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given when hand delivered or dispatched by electronic facsimile transmission (with ... | Label: Notices |
edad9e5e-158c-4bfa-82f9-93efd012c946 | Clause:
There is no investigation, suit, action or litigation by or before any Governmental Authority and no legal, administrative or arbitration proceedings, in each case, pending, or to such Member’s knowledge, threatened in writing, against such Member that would have a material adverse effect on such Member.
Task:... | Label: Litigations |
711f1754-99b0-4b82-8d38-f6cc20062e6e | Clause:
The Company intends to use the net proceeds resulting from the sale of the Securities for general corporate purposes, which may include working capital, sales and marketing expenditures, capital expenditures, research and development expenditures, acquisitions of new technologies or businesses that are compleme... | Label: Use Of Proceeds |
4f0af3d6-73b7-4254-8315-d7c252ed4104 | Clause:
This Agreement and the Plan together constitute the entire agreement and supersede all prior understandings and agreements, written or oral, of the parties hereto with respect to the subject matter hereof. The Plan and this Agreement may be amended pursuant to Section 8.6 of the Plan. Any such amendment must ... | Label: Entire Agreements |
4cace0da-a4d2-43e1-84fa-fce632275827 | Clause:
This Amendment No. 3 may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all of which when taken together shall constitute a single instrument. Delivery of an executed coun... | Label: Counterparts |
89a84630-19d9-4438-9d6c-dbddc4f769af | Clause:
This Agreement and the provisions hereof may be amended, modified or waived only by a writing signed by the Collateral Agent, the Bank Agent, on its behalf and on behalf of the Banks, and each of the Noteholders.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, A... | Label: Amendments |
35c544c6-4dec-4003-a028-5dd2c3cd0c78 | Clause:
During the Employment Term, the Company will pay to the Executive a base salary per annum equal to $400,000, which will be reviewed annually, but may not be decreased except in the event of a reduction in salaries of all Company C-suite senior executives and at a percentage reduction being applied to all C-suit... | Label: Base Salary |
2957e59f-1cd1-4822-9d51-14d124c8122e | Clause:
No amendment to this Agreement shall be effective unless it shall be in writing and signed by Buyer and Sellers.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Auth... | Label: Amendments |
003b34f1-b1d6-46b5-8ba3-37bee113dffb | Clause:
The January 3, 2016 audited consolidated financial statements of the Company and its Subsidiaries were prepared in accordance with generally accepted accounting principles in effect on the date such statements were prepared and fairly present the consolidated financial condition and operations of the Company an... | Label: Financial Statements |
36e31907-6f59-48e6-afd5-adb6e13d4ee3 | Clause:
This Amendment will be governed by and construed under the laws of the State of North Carolina without regard to conflicts of laws principles that would require the application of any other law.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Co... | Label: Governing Laws |
e89e5ec1-5895-40f5-848a-ed7cc17c5eb0 | Clause:
This Agreement, the schedules hereto and any certificate attached hereto or delivered in accordance with the terms hereby by or on behalf of Global 2 or Global 1 in connection with the transactions contemplated by this Agreement, when taken together, do not contain any untrue statement of a material fact or omi... | Label: Disclosures |
3b3da598-cab5-435d-b6b2-503ca2a436b0 | Clause:
Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given (i) when delivered personally; (ii) when sent by facsimile, with written confirmation of receipt by the sending facsimile machine; (iii) when sent by electronic transmission, upon written confirmation of r... | Label: Notices |
c22b045b-de32-4a95-98a2-3c6ee92eb1f5 | Clause:
Headings included herein are for convenience only, do not form a part of this Agreement, and shall not be used in any way to construe or interpret this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, ... | Label: Headings |
928b6d4f-aa8a-4e7f-9ca7-e961bdfd3934 | Clause:
Sections 9, 10, 13 and 16-27 shall survive beyond the end of the Consulting Period.
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 S... | Label: Survival |
61d32878-7ab0-4f2d-a10c-3e1181399514 | Clause:
Any notice, demand, request, waiver or other communication required or permitted to be given pursuant to this Agreement must be in writing (including electronic format) and will be deemed by the Parties to have been received (i) upon delivery in person (including by reputable express courier service) at the add... | Label: Notices |
40b0bca2-30a3-42e7-9146-87a2b546d0a6 | Clause:
The Borrower having paid all costs, expenses, and fees which have been invoiced and are payable pursuant to Section 10.04 of the Credit Agreement or any other written agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Ap... | Label: Expenses |
50f81ad6-91d3-4bb7-81d7-53ac194d09a5 | Clause:
Neither the Company nor the Executive may make any assignment of this Agreement or any interest herein, by operation of law or otherwise, without the prior written consent of the other; provided, however, that the Company may assign its rights and obligations under this Agreement without the consent of the Exec... | Label: Assignments |
3d24424a-cb15-4654-b15f-abbaa166b5bf | Clause:
This Agreement shall be governed by and construed in accordance with the laws of the State of Florida without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Agreement shall be brought only in the state courts of se... | Label: Governing Laws |
4ae1efab-c4dc-4734-b6ac-d58da8993e41 | Clause:
Each Seller Party shall comply with the material requirements of all applicable laws, rules, regulations and orders of any Governmental Authority.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbit... | Label: Applicable Laws |
f1168466-5dba-4f10-879a-642457d08a79 | Clause:
Receipt by the Administrative Agent of executed counterparts of this Amendment properly executed by a Responsible Officer of the Borrower, each Incremental Revolving Lender, each Incremental Term Loan Lender and the Administrative Agent.
Task: Classify this clause into ONE of these types (exactly one label):
A... | Label: Amendments |
04eaaf87-6c03-4df1-be4d-a75458bf82d7 | Clause:
This Joinder Agreement and the Trademark License Agreement, as amended hereby, may be executed in more than one counterpart, each of which upon execution and delivery will constitute an original and all of which when taken together will constitute one agreement.
Task: Classify this clause into ONE of these typ... | Label: Counterparts |
88afc1b5-f109-4d75-9aa7-6adc4613e3de | Clause:
The Company has not been advised, and has no reason to believe, that it and each of its subsidiaries are not conducting business in compliance with all applicable laws, rules and regulations of the jurisdictions in which it is conducting business, except where failure to be so in compliance would not result in ... | Label: Compliance With Laws |
d07c99d4-2610-4c1c-9fdb-014f54fd9658 | Clause:
If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced under any Law or as a matter of public policy, all other conditions and provisions of this Agreement shall remain in full force and effect. Upon such determination that any term or other provision is invalid, il... | Label: Severability |
2bf11155-40e8-4492-9c9e-43f07a7f779f | Clause:
Purchaser acknowledges and agrees that notwithstanding the use of the term “Purchased Intellectual Property” in the Original Agreement, no Purchased Intellectual Property, Intellectual Property Licenses or Technology are included in the Assets and Purchaser has no rights thereto, including, without limitation, ... | Label: Intellectual Property |
623e4c7b-d2a8-4d10-9531-69a75985ab0c | Clause:
Employer hereby employs Employee in the capacity of Chief Financial Officer for Employer and Employee hereby accepts such position. In this position, Employee shall report to Employer’s Chief Executive Officer (the “ Supervisor ”). Employee agrees to diligently and faithfully perform such duties as may from tim... | Label: Positions |
1a7e3575-6d16-42e9-abb3-0bab712b6024 | Clause:
Subject to the express limitations of the relevant provisions of the License Agreement, each party hereto shall execute and deliver such additional instruments and other documents and use all commercially reasonable efforts to take or cause to be taken, all actions and to do, or cause to be done, all things nec... | Label: Further Assurances |
04380ff8-872d-4236-aabf-e40be9432361 | Clause:
To the knowledge of each Credit Party and its officers, each Credit Party is and at all times has been in full compliance with all Laws. No Credit Party has received any notice that it is in violation of, has violated, or is under investigation with respect to, or has been threatened to be charged with, any vio... | Label: Compliance With Laws |
79be5f6e-d849-4cac-aa0f-5ee07bf1287e | Clause:
Each Borrower shall keep accurate and complete records of its Equipment, including kind, quantity, cost, acquisitions and dispositions thereof, and shall submit to Agent, on such periodic basis as Agent may request, a current schedule thereof, in form satisfactory to Agent. Promptly upon request, Borrowers shal... | Label: Records |
56d8c331-d285-4bf9-ad69-c61ce5168db1 | Clause:
The parties agree that any dispute or claim, that could be brought in court including discrimination or retaliation claims, relating to this Agreement or arising out of Employee's employment or termination of employment, shall, upon timely written request of either party, be submitted to binding arbitration, ex... | Label: Arbitration |
ffd700e3-a282-42e3-a372-e0ad80df2679 | Clause:
No amendment or modification of this letter agreement shall be binding or effective for any purpose unless made in a writing signed by the party against whom enforcement of such amendment or modification is sought.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements,... | Label: Amendments |
58c5e9bb-6240-4a69-9cb5-095e30336469 | Clause:
Subject to the foregoing restriction on assignment by Executive, this Agreement shall inure to the benefit of and be binding upon each of the parties; the affiliates, officers, managers, agents, successors and assigns of the Company; and the heirs, devisees, spouses, legal representatives and successors of Exec... | Label: Binding Effects |
4fd1d9f8-965c-488e-bbbe-131f97d02f65 | Clause:
The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will not, violate, conflict with or constitute a default under (a) the Seller’s articles of incorporation or bylaws, (b) any agreement, indenture or other instrument to which the Seller is a party... | Label: No Conflicts |
fb1d8e58-fb18-4a94-9e5e-9ba0851501ee | Clause:
Unless this Agreement is earlier terminated in accordance with Article XIII, the closing of the Merger (the “ Closing ”) shall take place at the offices of Loeb & Loeb LLP, 345 Park Avenue, New York, New York, at 10:00 a.m. local time, on or before February 18, 2017, subject to the satisfaction or waiver (to th... | Label: Closings |
9f9ef653-22d6-48a5-a54b-1097cb7194c4 | Clause:
For the avoidance of doubt, (a) Purchaser hereby acknowledges that it bears the risk of non-payment by the obligors of the Loans and associated credit-related losses in respect thereof, and indemnification shall not be available for any such non-payment or associated losses under this Agreement, (b) to the exte... | Label: Assignments |
916b4ac4-2a5b-476d-b573-354366a6d7ac | Clause:
This Agreement may be amended or modified only by a written instrument executed by Walker Innovation, JSW and by those Buyers who, in the aggregate, hold not less than 75% of the Shares sold in connection with this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, ... | Label: Amendments |
6528e290-c874-48c1-9a05-b2ba7f038b86 | Clause:
Short agrees that he will forever refrain from disparaging the personal and/or professional reputation of the Company and the Released Parties, and RBT agrees that it will not knowingly permit the disparagement of Short’s personal and/or professional reputation by any officer, director, or employee of the Compa... | Label: Non-Disparagement |
a89050ac-1bb7-445e-8ab9-35f20171b06f | Clause:
The Committee may amend, modify or terminate the Award and this Agreement without approval of Optionee; provided, however, that such amendment, modification or termination shall not, without Optionee's consent, reduce or diminish the value of this award determined as if it had been fully vested and exercised on... | Label: Amendments |
c1f8b562-98bd-4f57-8f2b-26eb328c55da | Clause:
This Agreement shall inure to the benefit of the successors of the Company. Subject to the restrictions on transfer contained herein, this Agreement shall be binding upon the Participant and his or her heirs, executors, administrators, successors and assigns.
Task: Classify this clause into ONE of these types ... | Label: Successors |
380fbe8a-6170-466c-b155-c7c957382557 | Clause:
Any term or condition of this Agreement may be waived at any time by the Party that is entitled to the benefit thereof, but no such waiver shall be effective unless set forth in a written instrument duly executed by or on behalf of the Party waiving such term or condition. The waiver by either Party hereto of a... | Label: Waivers |
7a9a7e9a-9f97-470a-af13-93b1c8e7f8bd | Clause:
The Seller shall maintain and implement (or cause the Servicer to maintain and implement) administrative and operating procedures (including an ability to recreate records evidencing Pool Receivables and related Contracts in the event of the destruction of the originals thereof), and keep and maintain (or cause... | Label: Records |
cd0a16ac-871b-4ee6-b254-450d607ca9e7 | Clause:
Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the ap... | Label: Releases |
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