id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
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|---|---|---|
7f0df1bd-4b9c-4c61-b5b0-a3d4eaa2763d | Clause:
Each Party shall, and shall ensure that their respective Affiliates shall, take out and maintain such types and amounts of liability insurance or, if applicable, self-insurance to cover liabilities related to its activities under this Supply Agreement as is normal and customary in the pharmaceutical industry ge... | Label: Insurances |
84d67d66-a345-45d1-acf7-1d1e5bd8c775 | Clause:
Maker hereby waives presentment, demand for payment, protest, notice of protest and notice of dishonor in connection with this Note. No delay or omission of Payee in exercising any right or power hereunder shall impair such right or power or be a waiver of any default or an acquiescence therein, and any single ... | Label: Waivers |
a9cd2b15-95e1-4460-a1a0-55638d834bc1 | Clause:
There is no pending or, to the Holding Corporation’s Knowledge, threatened claim, charge, complaint, demand, hearing, action, suit, arbitration, inquiry, proceeding or investigation by or before any Governmental Entity to which the Holding Corporation is a party, which seeks to restrain, condition or prohibit t... | Label: Litigations |
e39f12d8-34d6-4a85-b2d0-bbddeff59d40 | Clause:
The Employer shall pay Employee an annual base salary of Two Hundred Forty-One Thousand Five Hundred Dollars ($241,500) (the “ Base Salary ”). The Base Salary shall be paid in substantially equal installments in accordance with the Employer’s compensation policies and procedures on the payroll dates established... | Label: Base Salary |
e27cee4f-1b51-4fae-9679-a7f9c4b89a2d | Clause:
Purchaser may not assign its interest under this Agreement to any person or entity without the prior written consent of Seller, except that Purchaser shall have the right to assign its rights and obligations under this Agreement to a corporation, limited liability company, general partnership, limited partnersh... | Label: Assignments |
859ede02-1532-4a27-b137-942999588e41 | Clause:
All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivere... | Label: Notices |
ca87bd27-1aae-4883-99fa-abd0a11fc602 | Clause:
This Agreement supersedes all other prior oral or written agreements between Aspire, the Company, their affiliates and persons acting on their behalf with respect to the matters discussed herein, and this Agreement and the documents and instruments referenced herein contain the entire understanding of the parti... | Label: Entire Agreements |
983f9f42-a046-4bd4-827d-6584959aa5e3 | Clause:
This Agreement and the instruments, agreements and documents referred to in this Agreement shall be deemed incorporated into and made a part of the Credit Agreement and the other Loan Documents. This Agreement shall be deemed to be a Loan Document as that term is defined in the Credit Agreement. All such instru... | Label: Integration |
f8783639-cbee-437e-947d-2f97fb2d452e | Clause:
As compensation for the performance of the Administrator’s obligations under this Agreement and as reimbursement for its expenses related thereto, the Administrator shall be entitled to receive $2,000 annually, which shall be solely an obligation of the Servicer. The Administrator shall pay all expenses incurre... | Label: Expenses |
293aceb9-fd4c-4993-8c0e-387b87e98fc6 | Clause:
The execution and delivery by such Commitment Party of this Agreement and the other Transaction Agreements to which it is a party, the compliance by such Commitment Party with the provisions hereof and thereof and the consummation of the transactions contemplated herein and therein will not (a) result in any vi... | Label: No Conflicts |
2484ffb0-0962-4b3c-a268-8b451d1320b2 | Clause:
Borrower has timely filed all tax returns and reports required by applicable law, has timely paid all applicable taxes, assessments, deposits and contributions owing by Borrower and will timely pay all such items in the future as they became due and payable. Borrower may, however, defer payment of any contested... | Label: Taxes |
2823f190-e839-4619-ae73-5417bf3d83a8 | Clause:
Buyer is duly formed, validly existing and in good standing under the laws of the state of its formation. Buyer has full corporate power and authority to enter into this Agreement and the instruments referenced herein, and to consummate the transactions contemplated hereby. The execution, delivery and performan... | Label: Authority |
93adcb5d-33af-4e00-bc22-e3a0d203f9d9 | Clause:
EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN THE BOROUGH OF MANHATTAN COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT F... | Label: Submission To Jurisdiction |
e6caa4eb-1ec9-4718-aca4-157f2dc923bb | Clause:
Payments under the Plan will be made following the release of the Company’s earnings to the public and only after the Compensation Committee has approved all executive officer incentive awards, and are expected to be paid no later than March 15, 2017. All payments under the Plan are intended to fall within the ... | Label: Payments |
9af32934-44b2-4d14-a6b1-42c84e0e9b0b | Clause:
Any notices required or permitted to be given under this Agreement shall be sufficient if in writing, and if personally delivered or when sent by first class certified or registered mail, postage prepaid, return receipt requested; in the case of the Executive, to his residence address as set forth in the books ... | Label: Notices |
a0a9fe5b-08fc-461c-a1ef-41b9bf8db72e | Clause:
This Agreement may be executed by facsimile or electronic mail transmission and/or in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.... | Label: Counterparts |
5efa46b0-2c9e-4d25-bca6-034d9ecf874a | Clause:
Employee agrees that Employee, and any person acting on Employee's behalf, will not, directly or indirectly, speak about, disclose or in any way, shape or form, communicate to anyone, except as permitted in this Section 10, the terms of this Agreement or the consideration received by Employee from the Company. ... | Label: Confidentiality |
2603005f-0d18-4a7c-9b52-760a97a027bc | Clause:
This Agreement may be signed in two (2) counterparts, each of which shall be deemed an original and both of which shall together constitute one agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approval... | Label: Counterparts |
530ec9a0-1765-4665-849b-0f23d852c30f | Clause:
Teijin hereby represents and warrants to Versartis that as of the Effective Date Teijin has no Knowledge of any pending filing, complaint, matter, or action against or involving either Teijin or its Affiliates with any Regulatory Authority that could be reasonably anticipated to have a material adverse effect o... | Label: Warranties |
98df68d9-be2b-403a-b0eb-3059106d74b3 | Clause:
Umatrin has all corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Umatrin and the consummation of the transactions contemplated hereby have been duly au... | Label: Authorizations |
48c4e30a-5017-4e90-a04e-caf1f9bbab36 | Clause:
The captions and numbers preceding the sections of the Plan are included solely as a matter of convenience of reference and are not to be taken as limiting or extending the meaning of any of the terms and provisions of the Plan. Whenever appropriate, words used in the singular shall include the plural or the pl... | Label: Construction |
1a6c7435-1633-41a2-a187-65d483d345e4 | Clause:
In conformity with the Consultant’s independent contractor status and without limiting any of the foregoing, the Company shall make no deduction or withholding for taxes or contributions of any kind. The Consultant agrees to accept exclusive liability for the payment of all self employment taxes or contribution... | Label: Withholdings |
1d88aab5-70e4-46fb-848d-245b8081dc19 | Clause:
The Schedule of Insurance contains a correct and complete list of all policies (including binders) of insurance held by or on behalf of the Company or relating to its business or any of its assets (specifying the insurer, the amount of coverage, type of insurance, risks insured, any pending claims thereunder an... | Label: Insurances |
20e4a303-f545-406e-8bcb-8f14003a7036 | Clause:
Borrowers shall assign the policies and all proceeds payable thereunder or proofs of insurance to Administrative Agent (for the benefit of the Lenders), in such manner and form that Administrative Agent and its successors and assigns shall at all times have and hold the same as security for the payment of the L... | Label: Assignments |
da3f3981-00b4-46eb-994d-08956bef6c26 | Clause:
The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of its business and/or assets to assume and agree to perform this Letter Agreement by express written agreement in the same manner and to the same extent that it woul... | Label: Successors |
9310585b-baeb-40e2-b6b6-82bd37770a0a | Clause:
The term of this Agreement shall begin on the Effective Date at your current compensation, which will be reviewed periodically in the same manner as your peer executives. This Agreement supersedes all prior employment agreements and shall terminate on the earlier of thirty (30) months after the Effective Date o... | Label: Terms |
729cda1d-ca8d-4c4e-b88d-6050483cdfe3 | Clause:
EACH LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE UNITED STATED DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK AND ANY APPELL... | Label: Submission To Jurisdiction |
86e2301d-1db3-44fa-8459-b5696e41bd9c | Clause:
(a) None of the terms or provisions of this Guarantee may be waived, amended, supplemented or otherwise modified except by a written instrument executed by each Guarantor and the Administrative Agent, provided that any provision of this Guarantee may be waived by the Administrative Agent and the Lenders in a le... | Label: No Waivers |
4dc42105-5ea7-48f8-b813-9b7f1e68d6d8 | Clause:
Notwithstanding anything in this Agreement to the contrary, this Agreement shall terminate upon the earliest to occur of (i) the maturity or liquidation of the latest maturing Receivable and the disposition of any amounts received thereon in accordance with Section 5.04, (ii) the payment to the Holders of the S... | Label: Terminations |
639e837b-19c1-4240-9120-a5003f03632f | Clause:
The Parent and the Borrower will, at their expense, and will cause each Subsidiary to, promptly execute and deliver to the DIP Agent all such other documents, agreements and instruments reasonably requested by the DIP Agent to comply with, cure any defects or accomplish the covenants and agreements of the Paren... | Label: Further Assurances |
55934b5f-0bcf-456c-b062-8720597f1a63 | Clause:
Any notice required to be given or delivered to the Company under the terms of this Agreement shall be in writing and addressed to the Company at its principal corporate offices. Any notice required to be given or delivered to Participant shall be in writing and addressed to Participant at the most current addr... | Label: Notices |
88bff9e5-3097-4c33-8d72-db9ba4e21258 | Clause:
The execution and delivery of this Agreement, the other documents and agreements to be executed by the Holding Corporation as contemplated hereunder, the consummation of the transactions contemplated hereby and thereby, and the compliance with the terms and conditions hereof or thereof will not (i) materially c... | Label: No Conflicts |
313d70dc-ccb1-4f43-a8ad-e567ea170513 | Clause:
All representations and warranties in this Agreement and any other certificate or document delivered pursuant to this Agreement will survive the Closing for a period of thirty-six (36) months, except for the representations and warranties given pursuant to Section 6(A), Section 6(B), Section 7(A), Section 7(B),... | Label: Survival |
86307c3a-c7b9-41fd-9f8f-70a7c4493a00 | Clause:
Each Loan Party will not, and will not permit any of its Subsidiaries to use the proceeds of any loan made hereunder for any purpose other than (a) on the Closing Date, (i) to repay, in full, the outstanding principal, accrued interest, and accrued fees and expenses owing under or in connection with the Existin... | Label: Use Of Proceeds |
401cd717-7466-4a9f-b9e6-88110f6d5914 | Clause:
Each Loan Agreement Party has the corporate or other organizational power and authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrowers, to borrow hereunder. Each Loan Agreement Party has taken all necessary corporate or other organi... | Label: Authorizations |
8aacd11f-dc28-4b3e-8c6c-aeef6f1157cc | Clause:
The Administrative Agent shall have received evidence that all material governmental, shareholder, board of director and third party consents and approvals necessary in connection with the financings and other transactions contemplated hereby have been obtained.
Task: Classify this clause into ONE of these typ... | Label: Consents |
45ceeff7-6549-487e-bce0-1cc70973d7d0 | Clause:
This Agreement may be executed in any number of counterparts, all of which will constitute one instrument.
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,... | Label: Counterparts |
9bc8376f-378b-408c-aff3-f1d284b93f50 | Clause:
The descriptive headings in this Note are inserted for convenience only and do not constitute a part of this Note.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Au... | Label: Headings |
3d2c13c5-b0aa-41cf-a8fb-44d841d948a9 | Clause:
Sellers, Owner, and Buyer shall use their reasonable efforts (a) to obtain all approvals and consents requested by the other Party and required by or necessary for the transactions contemplated by the Transaction Documents, and (b) to take all appropriate action and to do all things necessary, proper or advisab... | Label: Further Assurances |
0f0c04eb-8e0a-4da9-983f-137885b2b4de | Clause:
On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchaser agrees to purchase, up to an aggregate of $20,000,000.00 of securities of the Compan... | Label: Closings |
f388e0d1-1e28-4e3f-b731-772ad2c521a9 | Clause:
This Amendment shall be governed by, and construed in accordance with, the law of the State of New York applicable to contracts executed, and to be fully performed, in such State.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, ... | Label: Governing Laws |
f139a4b7-566e-4c97-adf0-986a1e50d519 | Clause:
For purposes of this Agreement, the notice address of each party hereto shall be as set forth in the Existing Credit Agreement and the initial notice address of each Term Facility II Lender shall be set forth below its signature hereto.
Task: Classify this clause into ONE of these types (exactly one label):
Ad... | Label: Notices |
8d56a468-33b8-4b61-8a61-f04ba849bfcb | Clause:
Other than the steps necessary to amend the Company’s certificate of incorporation in order to increase its authorized Common Stock, which include, but are not limited to, certain shareholders’ consent as well as making the required filings with the SEC, the execution, delivery and performance by the Company of... | Label: Consents |
edba6af0-8419-4195-9065-344c0e3c50db | Clause:
Each Bank shall on a several basis, ratably in accordance with its Commitment, indemnify the Administrative Agent, each Joint Lead Arranger and each Co-Syndication Agent, and their respective affiliates and directors, officers, agents and employees (to the extent not reimbursed by the Borrower, but without affe... | Label: Indemnifications |
e85613ae-42a2-428b-9096-ef06ac844433 | Clause:
This Agreement, the Transaction and any arbitration or dispute resolution conducted pursuant hereto shall be construed in accordance with, and governed by, the Laws of the State of Colorado.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corrup... | Label: Governing Laws |
30d55b28-153b-438f-b847-72f489b8c091 | Clause:
The Company and its subsidiaries have paid all federal, state, local and foreign taxes and filed all tax returns required to be paid or filed through the date hereof except as would not reasonably be expected, individually or in the aggregate, to have a material adverse effect on the Company and its subsidiarie... | Label: Taxes |
8cd1f2dd-210d-4b27-9609-3e8b13f234f0 | Clause:
As of the Trade Date, the Initial Share Delivery Date, the Prepayment Date and the Settlement Date, (a) the aggregate fair market value of Counterparty’s assets will exceed its liabilities (including contingent, subordinated, unmatured and unliquidated liabilities), (b) it has not engaged in and will not engage... | Label: Solvency |
e8b112d9-d1a6-4835-856c-17cc3c79b634 | Clause:
The Parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed by the Parties in accordance with their specific terms or were otherwise breached. It is accordingly agreed that each Party will be entitled to seek an injunction or injunctions to ... | Label: Specific Performance |
8f5c79c0-7f05-4962-af3a-ab0b3a7148ba | Clause:
None of the representations and warranties made by the Seller nor any statement made in any schedule, exhibit, certificate or other document furnished to Purchaser as stated or provided for in this Agreement, contains, or win contain, any untrue statement of a material fact, or omits, or will omit, to state any... | Label: Disclosures |
edc04600-e8ab-456e-8e41-c1c490cd98f8 | Clause:
Executive agrees that he will not do or say, whether orally, in writing or in any other medium, anything inimical, derogatory or disparaging to the interests of the Corporations from this time forward. This provision is a material, bargained for element of this Agreement and the Release; therefore, if the Exec... | Label: Non-Disparagement |
be25709d-6fc7-4ba7-9f40-20f10b59cf49 | Clause:
During the term of her employment under this Agreement, the Executive shall be entitled to vacation in accordance with the Company’s policy.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration... | Label: Vacations |
59a9b12e-e947-4fbb-9014-aa0426816aa3 | Clause:
On the terms and subject to the conditions set forth herein, the Corporation agrees to continue to employ the Executive as its President and Chief Executive Officer for the Term of Employment (as defined in Section 2 ). The Executive does hereby accept and agree to such employment, on the terms and conditions e... | Label: Positions |
4811d318-b38c-41e1-92cc-e7bf89acdfd9 | Clause:
This Release shall be effective without any further action of the Parties, upon the execution hereof by the Company and the Released Parties.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitrati... | Label: Effectiveness |
ed47c706-bd84-43d4-8eaa-d1cc9ca179a8 | Clause:
The Section and Subsection headings used herein are for convenience or reference only, are not a part of this Agreement and are not to affect the construction of, or be taken into consideration in interpreting, any provision of this Agreement.
Task: Classify this clause into ONE of these types (exactly one lab... | Label: Headings |
f26fe86b-2055-43f1-8d49-91df6e738cba | Clause:
This Note may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same Note.
Task: Classify this clause into ONE of the... | Label: Counterparts |
fffbfe43-e0fe-49e2-8278-53d056368474 | Clause:
Timely file, and require each of its Subsidiaries to timely file, all required tax returns and reports and timely pay, and require each of its Subsidiaries to timely pay, all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower and each of its Subsidiaries, except fo... | Label: Taxes |
34a7e0b7-5359-4fc2-8025-97bc5dda7b18 | Clause:
This Release will be construed and enforced in accordance with the laws of the State of New York without regard to the principles of conflicts of law. If any provision of this Release is held by a court of competent jurisdiction to be illegal, void or unenforceable, such provision shall have no effect; however,... | Label: Miscellaneous |
a072e008-3639-4759-892c-d71291fac532 | Clause:
This Agreement, and all claims or causes of action (whether in contract or tort) that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement (including any claim or cause of action based upon, arising out of or related to any representation or... | Label: Governing Laws |
c60fc1f9-0268-4256-ad35-d1c30d4e66b0 | Clause:
Neither the Company nor any of its Significant Subsidiaries shall directly or indirectly enter into or permit to exist any transaction (including, without limitation, the purchase, sale, lease or exchange of any property or the rendering of any service) with any Affiliate of the Company or its Significant Subsi... | Label: Transactions With Affiliates |
538b905d-8e0f-4766-b878-b8d775f6b305 | Clause:
Neither the Information Memorandum nor any other information, exhibits or reports furnished by or on behalf of the Borrower to the Lead Administrative Agent or any Lender in connection with the negotiation and syndication of this Agreement or pursuant to the terms of this Agreement, when taken as a whole, as an... | Label: Disclosures |
6b59a027-ea12-4886-ad28-be3951b36a8f | Clause:
The Executive also shall be eligible for four (4) weeks paid vacation in accordance with the Company’s policy, as in effect from time to time.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitrati... | Label: Vacations |
bfd578a4-58e3-49e5-a103-36b78fb27bc2 | Clause:
This Release contains the entire agreement between the parties and supersedes all prior agreements or understandings, whether written or oral, except that the Amended and Restated Director and Officer Indemnification Agreement between the Company and Steipp dated September 30, 2015, shall continue in full force... | Label: Entire Agreements |
c1c8ff4f-8130-4431-80a7-46aa82a236d3 | Clause:
This Agreement amends and restates in its entirety the Existing Credit Agreement. This Agreement and the other Loan Documents govern the present relationship among the Loan Parties, Administrative Agent, the Lenders and the other Persons a signatory hereto. This Agreement, however, is in no way intended, nor sh... | Label: Amendments |
7b085b00-7633-4666-a3d5-ad709b8dd248 | Clause:
(i) The Participant will not at any time (whether during or after the Participant’s employment with the Company) (x) retain or use for the benefit, purposes or account of the Participant or any other person; or (y) disclose, divulge, reveal, communicate, share, transfer or provide access to any person outsid... | Label: Confidentiality |
7ae1c0b8-ebca-4cbc-956f-430917c2f953 | 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-waivable provision of the Act shall supersede an... | Label: Severability |
d9feff6b-3f3b-42f5-ba8e-cfeee3b144ce | Clause:
This Note shall not be assigned by Borrower without the express written consent of Lender.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations,... | Label: Assignments |
096bb44f-d3fa-4097-b2d9-56803194ece2 | Clause:
A Claimant’s compliance with the foregoing provisions of this Article 10 is a mandatory prerequisite to a Claimant’s right to commence any arbitration with respect to any claim for benefits under the Plan. Any dispute, claim or controversy that may arise between a Participant and the Company or any other person... | Label: Arbitration |
e102a919-c5b7-4450-a53f-e7a48d48720f | Clause:
THE BORROWER, THE LENDERS AND THE AGENT EACH WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE OTHER LOAN DOCUMENTS, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ... | Label: Waiver Of Jury Trials |
f88efc82-6175-4a7a-ad67-11c8695dffb8 | Clause:
All amounts payable or that become payable under this Agreement will be subject to any deductions and withholdings previously authorized by Executive or required by law. Executive will be responsible for any and all taxes resulting from the benefits provided hereunder.
Task: Classify this clause into ONE of th... | Label: Withholdings |
1707508c-5cf6-46fb-9741-73d42a8dad08 | Clause:
The Company and Employee may execute this Agreement in any number of counterparts, each of which shall be deemed to be an original but all of which shall constitute but one instrument. In proving this Agreement, it shall not be necessary to produce or account for more than one such counterpart.
Task: Classify... | Label: Counterparts |
fc23d05a-6e55-4a63-9048-78ad5d4079d1 | Clause:
Seller agrees to sell the Property to Buyer, and Buyer agrees to purchase the Property from Seller, subject to and in accordance with all of the terms, covenants and conditions set forth in this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendmen... | Label: Sales |
b5b1856d-080a-49e2-8b0e-bdf156867898 | Clause:
Each Party agrees to promptly execute and deliver or cause to be executed and delivered to the other on the Closing Date, and at such other times thereafter as shall be reasonably requested, any additional instrument or take any further action as may be reasonably necessary or appropriate that the other may rea... | Label: Further Assurances |
a8fd609c-a3c4-45bf-b528-82249407ad0c | Clause:
Except as otherwise expressly provided in this Supply Agreement, each Party shall pay the fees and expenses of its respective lawyers and other experts and all other expenses and costs incurred by such Party incidental to the negotiation, preparation, execution and delivery of this Supply Agreement.
Task: Clas... | Label: Expenses |
1979d851-8ba4-4492-9db9-f757e83598c4 | Clause:
On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, up to an aggregate of $5,500,000 of ... | Label: Closings |
667d6e2b-d15e-47f7-a2d5-a593f56d6381 | Clause:
In order to expedite the various transactions contemplated by the Loan Documents, MUFG is hereby appointed to act as Administrative Agent on behalf of the Lenders. Each of the Lenders hereby irrevocably authorizes and directs the Administrative Agent to take such action on behalf of such Lender under the terms ... | Label: Powers |
460db917-106b-4dde-818b-f1d6e0dde490 | Clause:
Any notice hereunder by either party shall be given by personal delivery or by sending such notice by certified mail, return-receipt requested, or telecopied (by fax, scanned pdf document, or email, in each case with confirmation of delivery), addressed or telecopied, as the case may be, to the other party at i... | Label: Notices |
d0e0f2f9-9c70-4bde-ac0d-fea02d8ea349 | Clause:
Each representation, warranty, covenant and agreement contained in this Agreement or in any other agreement or document delivered in connection with this Agreement shall survive the Closing and be enforceable until such covenant or agreement has been fully performed. All representations and warranties contained... | Label: Warranties |
e3537568-0ab1-46aa-a65c-dc440faec4a6 | Clause:
This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures were upon the same instrument. Facsimile or electronic transmission in any portable document format (i.e., pdf) of any signed original document and/or retransmission of any s... | Label: Counterparts |
0ccf26b9-65b5-4047-8209-f3cbe9cc30de | Clause:
The terms and provisions of the Plan and the Agreement are hereby incorporated into this Grant Notice as if set forth herein in their entirety. Participant hereby agrees to be bound by the terms of the Plan, the Agreement, and this Grant Notice and by the fact that the Restricted Stock is granted subject to and... | Label: Interpretations |
59328195-80bf-4496-b1a4-3cb9ff67db95 | Clause:
The Seller hereby makes the representations and warranties set forth on Schedule I as to the Receivables sold, transferred, assigned, set over and otherwise conveyed to the Issuer under this Agreement on which such representations and warranties the Issuer relies in acquiring the Receivables. Such representatio... | Label: Representations |
b24429aa-ac0c-43c6-90a0-5dc2a5fb313d | Clause:
This Agreement, including the Exhibits hereto and the Additional Agreements (which are an integral part hereof), embody the entire agreement and understanding of the parties hereto with respect to the subject matter hereof and supersede all prior and contemporaneous oral or written agreements, representations, ... | Label: Entire Agreements |
c3bfb112-42f1-431d-b2b7-d853436f7289 | Clause:
Grantee authorizes the Corporation or Grantee’s employer to withhold from the shares of Stock to be delivered as payment the number of shares of Stock needed to satisfy any applicable minimum income and employment tax withholding obligations, or Grantee agrees to tender sufficient funds to satisfy any applicabl... | Label: Withholdings |
f88f0a50-220f-4c21-be2e-07a7e420d1d3 | Clause:
To ensure the rapid and economical resolution of disputes that may arise in connection with your employment with the Company, you and the Company agree that any and all disputes, claims, or causes of action, in law or equity, arising from or relating to the enforcement, breach, performance, or interpretation of... | Label: Arbitration |
d3c30359-04a8-4cd2-ae1d-2a4940b1fdd0 | Clause:
Distributor may not transfer or assign its rights or obligations (including sub-distributor rights) under this Agreement without the prior written consent of Capnia; provided, however, that Distributor shall have the right to appoint sub distributors for the distribution of Products in the Territory in accordan... | Label: Assignments |
a2ea7ecc-4afd-4794-8625-aaf4edb05a2a | Clause:
This Release shall, in all respects, be interpreted and enforced in accordance with the laws of the State of Ohio without regard to the principles of the conflicts of law. Any action or suit for breach, attempted breach, or threatened breach of this Release, or any action for a declaratory judgment on the oblig... | Label: Venues |
c4c560b0-b6dc-4da9-ab77-b7aed7e19850 | Clause:
During the Term, in exchange for Executive’s satisfactory performance of his duties and responsibilities Executive will initially be paid a Base Salary at the rate of $365,000 per annum, payable in accordance with the Company’s regular salary payment schedule and subject to applicable taxes and withholdings. T... | Label: Base Salary |
6312eb9d-008e-4ee2-9b4b-a3fe05f0bfe9 | Clause:
If (a) the interest on any Loan or any facility or other fee shall not be paid in full punctually when due and payable or within five Business Days thereafter, or (b) the principal of any Loan or any obligation under any Letter of Credit shall not be paid in full when due and payable.
Task: Classify this claus... | Label: Payments |
ae3a2c97-f38c-45f2-8f07-b90e8acf71b1 | Clause:
The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement is not performed in accordance with its specific terms or is otherwise breached. The Stockholders agree that, in the event of any breach or threatened breach by any Stockholder of any covenant ... | Label: Specific Performance |
045032e5-a349-4794-8f0e-7a96c242f76b | Clause:
As of the Amendment Effective Date, the authorized Equity Interests in the Loan Parties, the Subsidiaries of any Loan Party and all other Persons in which any Loan Party or Subsidiary of any Loan Party owns any Equity Interests (including any Unrestricted Timber Subsidiaries) is set forth in Item 6.8 (“Initial ... | Label: Capitalization |
08bdb88f-c273-4ece-ad49-92de061ade59 | Clause:
The Borrower and each Subsidiary (a) has timely filed or caused to be filed all Tax returns and reports required to have been filed by it, except to the extent that failure to do so could not reasonably be expected to result in a Material Adverse Effect, and (b) has paid or caused to be paid all Taxes required ... | Label: Taxes |
6fd57e41-fd9e-4f06-956d-867ba242bfa5 | Clause:
Upon Closing, Seller shall retain, defend, indemnify, release and hold harmless Buyer, its affiliates, and their respective officers, directors, agents, employees and representatives from (a) all Losses of every kind and character arising out of or connected, directly or indirectly, with the ownership or operat... | Label: Indemnifications |
473b5491-5f75-4186-b99b-309704710478 | Clause:
Except as disclosed on Schedule 5.04 hereto, there are (a) no lawsuits, actions, investigations, examinations or other proceedings pending or threatened in writing against any Loan Party or any of their Subsidiaries, or in respect of which any Loan Party or any of their Subsidiaries may have any liability, in a... | Label: Litigations |
f2cae21f-2afe-44a4-8266-3c04db326c1c | Clause:
The closing (the “ Closing ”) of the purchase and sale of the Shares contemplated by this Agreement will take place on the date upon which the conditions set forth in Section 1(b) hereof are satisfied (the “ Closing Date ”) and will be held at the offices of Latham & Watkins LLP, 12670 High Bluff Drive, San Die... | Label: Closings |
086e58ee-7827-417a-bc9e-959c06154a25 | Clause:
This Agreement shall be enforced, governed, and construed in all respects in accordance with the substantive and procedural laws of the State of Nevada.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals,... | Label: Governing Laws |
e68ed6c9-467f-4431-8782-a04c83e3b58f | Clause:
(i) An ERISA Event occurs which has resulted or could reasonably be expected to result in liability of any Group Company or any ERISA Affiliate in an aggregate amount reasonably likely to result in a Material Adverse Effect or (ii) any contribution required to be made with respect to an Employee Benefit Arrange... | Label: Erisa |
4b2aaca8-ff41-4b8f-9c99-c4e8bb955592 | Clause:
This Agreement shall be enforceable by, inure to the benefit of, and shall be binding upon the successors and assigns of the parties hereto; provided, however, that a party may not assign or transfer its rights and obligations under this Agreement in whole or in part without the prior written consent of the oth... | Label: Assignments |
65753e08-4397-4ac2-bccd-6c49c45a2528 | Clause:
All notices and other communications required or permitted under this Agreement shall be in writing and, if mailed by prepaid first-class mail or certified mail, return receipt requested, shall be deemed to have been received on the earlier of the date shown on the receipt or three (3) business days after the p... | Label: Notices |
13f04400-a7ed-4b3a-9a57-674ffe278d06 | Clause:
Exhibit B contains a complete and accurate listing as of the Effective Date of all Intellectual Property of each of the Grantors that is registered or the subject of an application for registration or issuance. Except where the failure could not reasonably be expected to result in a Material Adverse Effect, all... | Label: Intellectual Property |
63af1ff9-d8e3-45f5-9299-5834fb0c4e50 | Clause:
If at any time following the Closing Date, the amount of an item listed or prorated in Section 11 shall prove to be incorrect (whether as a result of an error in calculation or lack of complete and accurate information as of the Closing), the party in whose favor the error was made shall promptly pay to the oth... | Label: Adjustments |
5ba5cc12-f68c-4d69-9526-7095c14d4ec6 | Clause:
All communications and notices hereunder shall (except as otherwise expressly permitted herein) be in writing and given as provided in Section 10.02 of the Credit Agreement. All communications and notices hereunder to any Guarantor shall be given to it in care of the Borrower as provided in Section 10.02 of the... | Label: Notices |
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