id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
fed94a4a-2846-4915-8bc9-bb7e3d47068e | Clause:
The Company shall indemnify the Executive and hold the Executive harmless from and against any claim, loss or cause of action arising from or out of the Executive’s performance as an officer, director or employee of the Company or any of its subsidiaries or in any other capacity, including any fiduciary capacit... | Label: Indemnifications |
b10da2d1-719d-4335-8809-88ca0739df65 | Clause:
No failure to exercise and no delay in exercising, on the part of the Indenture Trustee, 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 thereof o... | Label: No Waivers |
80c81d3c-b43e-4ad5-975c-d89499471805 | Clause:
The execution and delivery by Buyer of this Agreement, the Related Agreements to which Buyer is a party or any other instrument or document required by this Agreement or any Related Agreement to be executed and delivered by Buyer do not, and the performance of this Agreement, the Related Agreements to which Buy... | Label: Consents |
2afa8633-8bd3-4e54-ab70-34bcf087c77b | Clause:
This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by facsimile or other electronic means of an executed counterpart of a signature page to this Amendment shall be effective as d... | Label: Counterparts |
398ad3e8-c8e1-4ae8-bb0e-c206dde12a32 | Clause:
This Assignment shall be governed by and construed in accordance with the substantive laws of New York without reference to conflict of laws principles.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals,... | Label: Governing Laws |
7e8ca958-a7ff-4d71-9994-efb58499523d | Clause:
Unless otherwise defined herein, terms defined in the Purchase Agreement and used herein shall have the meanings given to them in the Purchase Agreement. The words “hereof,” “herein,” “hereto” and “hereunder” and words of similar import when used in this Guarantee shall refer to this Guarantee as a whole and no... | Label: Definitions |
2f27efb9-c705-4e7e-96cc-4c5d382ecf75 | Clause:
From and after the Effective Date, the Administrative Agent shall make all payments in respect of [ the] [ each ] Assigned Interest (including payments of principal, interest, fees and other amounts) to [ the ] [ the relevant ] Assignor for amounts which have accrued to but excluding the Effective Date and to [... | Label: Payments |
488700ac-26bc-4583-b5bc-d77aadb19c92 | Clause:
To request the issuance of a Letter of Credit (or the amendment, renewal (other than an automatic extension in accordance with paragraph (c) of this Section 2.05) or extension of an outstanding Letter of Credit), the Borrower shall deliver by hand or facsimile (or transmit by e-mail, if arrangements for doing s... | Label: Amendments |
a020990b-3db2-41d7-baa6-4a91fb5ecb2f | Clause:
The Loan Parties represent and warrant to the Administrative Agent and the Lenders that (a) the representations and warranties of the Loan Parties set forth in Article VI of the Credit Agreement are true and correct in all material respects as of the date hereof (except (i) to the extent a representation and wa... | Label: Representations |
2f198709-15f8-483a-99bd-319402fbd38b | 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 Lender, and each Lender hereby acquires from the Issuing Bank, a participation in such... | Label: Participations |
676aff7b-4789-4bae-b94b-3cca4483a0a9 | Clause:
Upon the terms and subject to the conditions of this Agreement, the closing of the transactions contemplated hereby (the “ Closing ”) will take place at the offices of Jones Day, 325 John H. McConnell Boulevard, Columbus, Ohio 43215, at 10:00 A.M. on the third Business Day following the satisfaction or waiver o... | Label: Closings |
3b4f7272-fd03-4566-a71c-5d3c14021799 | Clause:
The Company shall continue the disability, life insurance and medical/dental coverage provided to the Executive immediately prior to the Termination Date, subject to then existing Executive contribution requirements. Such coverage shall be provided through the earlier to occur of the end of the then term under ... | Label: Disability |
e3828183-8213-4561-82f1-36b43684d8d6 | Clause:
Reference is made to the agreements, exhibits, and instruments listed on Exhibit A hereto (collectively, the "Terminated Documents"). Terms defined in the Purchase Agreement and not otherwise defined herein are used herein with the meanings so defined.
Task: Classify this clause into ONE of these types (exactl... | Label: Definitions |
3ef0e2f9-4f61-48ee-b0f4-52a1659cf763 | Clause:
The Employer shall promptly reimburse the Executive for (a) all reasonable expenses the Executive pays or incurs in connection with the performance of the Executive’s duties and responsibilities in connection with his employment under this Agreement, upon presentation of expense vouchers or other appropriate do... | Label: Expenses |
e23f5eac-ddbe-40e4-881d-0626295bb17e | Clause:
Upon the occurrence of an Event of Default, the non-defaulting Member may exercise, in addition to all other rights and remedies provided in this Agreement or available at law or in equity, any one or more of the remedies provided for in Section 12.08 (c) below.
Task: Classify this clause into ONE of these typ... | Label: Remedies |
fd77a2b5-b180-406f-bc73-7edbc201079e | Clause:
This Agreement shall be governed by and construed under the internal laws of the State of Alabama without regard to the principles of conflicts of law.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, ... | Label: Governing Laws |
cf0cba36-6a7c-405c-9441-ae4b7452a467 | Clause:
Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural Person, a Defaulting Lende... | Label: Participations |
40c2fbff-590d-4411-89d2-7207fd13d6d7 | Clause:
Together with the credit agreement, this guarantee represents the final agreement between the parties regarding the subject matter herein and may not be contradicted by evidence of prior, contemporaneous, or subsequent oral agreements between the parties. There are no unwritten oral agreements between the parti... | Label: Entire Agreements |
dae94dc0-3583-4dfa-9c4d-a063202fc5c3 | Clause:
The term of this Agreement shall commence on the Effective Date and shall continue for a period of one (1) year unless earlier terminated as provided herein (“ Initial Term ”). Contemporaneous with the expiration of the Initial Term, the Agreement shall renew automatically for consecutive one (1)-year terms unt... | Label: Terms |
cf2f1ba1-520c-4159-8519-60f82a878313 | Clause:
The Parties other than the Company hereby consent to the Reincorporation and, pursuant to Section 11.06 of the Acquisition Agreement, the assignment by operation of law of the Company’s rights and obligations under the Acquisition Agreement to its successor domiciled in the State of Maryland.
Task: Classify th... | Label: Consents |
08581be7-2027-47fc-aff2-162e653098b5 | Clause:
Licensee agrees to obtain, at its sole cost and expense, and to cause its manufacturers to obtain, at their sole cost and expense, comprehensive general liability insurance, including product liability insurance, from an insurance company reasonably acceptable to Licensor, providing adequate protection for Lice... | Label: Insurances |
3749b9e6-6678-4d34-b595-e712b421d56b | Clause:
During the Term, Executive shall initially not receive an annual salary (the “ Base Salary ”); provided, however that the Compensation Committee of the Board, or the Board if there is no Compensation Committee, shall review Executive’s Base Salary from time to time and may, in its sole discretion, increase but ... | Label: Base Salary |
b8cf04ad-0852-4efc-bc00-bb274f8d0a81 | Clause:
This Agreement may not be amended, modified or supplemented unless such modification is in writing and signed by the holders of more than fifty percent (50%) of the Equity Securities of the Company then owned by the Shareholders and their respective Affiliated Entities; provided , however , that, (a) for so lon... | Label: Amendments |
37da6c86-c3de-49b3-b068-bc3052cb00a7 | Clause:
(A) In addition to amounts payable as elsewhere provided in this Article III , the Company hereby agrees to protect, indemnify, pay and save harmless the Administrative Agent, the Issuing Bank and each Lender from and against any and all liabilities and costs which the Administrative Agent, the Issuing Bank or ... | Label: Indemnifications |
37edb673-9034-417c-9f69-f5813df842db | Clause:
No waiver by Landlord or Tenant of any provision of this Lease or of any breach by Landlord or Tenant hereunder shall be deemed to be a waiver of any other provision hereof, or of any subsequent breach by the other party. Consent to or approval of any act requiring consent or approval under this Lease shall not... | Label: Waivers |
17e1c385-39d5-44c8-ab89-1f90217a40e2 | Clause:
Failure by either party hereto in any instance to insist upon the strict performance of any one or more of the obligations of the other under this Sublease, or to exercise any election herein contained, shall in no manner be or be deemed to be a waiver by such party of any of such other party’s defaults or brea... | Label: No Waivers |
b5fda10c-952e-4da2-8cba-58e7487f6a96 | Clause:
THE PARTIES HERETO, TO THE EXTENT PERMITTED BY LAW, WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING ARISING OUT OF, IN CONNECTION WITH OR RELATING TO, THIS AGREEMENT, THE OTHER LOAN DOCUMENTS AND ANY OTHER TRANSACTION CONTEMPLATED HEREBY AND THEREBY. THIS WAIVER APPLIES TO ANY ACTION, SUIT ... | Label: Waiver Of Jury Trials |
3d498161-c2fa-4a1c-9ad5-720deae87553 | Clause:
The Company shall pay all Registration Expenses in connection with a registration pursuant to this Article V, provided that each holder of Registrable Securities participating in an offering shall pay all applicable underwriting fees, discounts and commissions, agency fees, brokers' commissions and transfer tax... | Label: Expenses |
f1fcb77c-cd91-450d-a922-2ca6b3ce963d | Clause:
You will be eligible for four weeks paid vacation and nine holidays per calendar year in accordance with current company policies.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignme... | Label: Vacations |
15c55d48-e0f2-4a35-aa60-abefb4f16f99 | Clause:
All notices or other communications required or permitted to be given by any party to any other party pursuant to the terms of this Agreement shall be in writing, unless otherwise specified in this Agreement, and if sent to the Investor, shall be delivered to Real Estate Strategies L.P. Clarendon House 2, Churc... | Label: Notices |
6800a028-486e-418e-bde8-8af4eb189e2f | Clause:
Tenant hereby indemnifies and agrees to defend, save and hold Landlord harmless from and against any and all demands, claims, liabilities, losses, costs, expenses, actions, causes of action, damages or judgments, and all reasonable expenses incurred in investigating or resisting the same (including, without lim... | Label: Indemnifications |
b34eda88-eb12-4ebf-8ada-c3acdae1232a | Clause:
Form or acquire any Subsidiary after the Effective Date, except in accordance with Sections 10.1.9 and 10.2.4 ; or permit any existing Subsidiary to issue any additional Equity Interests except director's qualifying shares.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Ag... | Label: Subsidiaries |
17428a99-a038-4175-bcbe-b65cdfde189c | Clause:
There are no actions, suits or proceedings at law or in equity by or before any Governmental Authority or other entity now pending or, to the actual knowledge of a Responsible Officer of Manager or any Loan Party, threatened, against or affecting any Loan Party or Manager, as applicable, which actions, suits or... | Label: Litigations |
ce133932-903b-4290-9060-676fcb2b8213 | Clause:
Guarantor may not assign this Guaranty, and its rights and obligations hereunder, without the prior written consent of Airborne Global. This Guaranty may not be transferred or assigned by Airborne Global without the prior written consent of Guarantor, except that Airborne Global may transfer and assign this Gua... | Label: Assignments |
cd20a9e8-8a9f-49ad-92b6-f275f2c1d27a | Clause:
The unpaid principal balance of this Note shall bear interest computed upon the basis of a year of 360 days for the actual number of days elapsed in a month at a rate of eleven percent (11%) per annum (the “ Effective Rate ”). Upon the occurrence and during the continuance of an Event of Default (as defined bel... | Label: Payments |
94e6c273-ac94-4001-86f8-1452eb2f6f58 | Clause:
The Company shall employ Executive and Executive shall enter the employ of the Company, for the period and in the position set forth in this Section 1 , and upon the other terms and conditions herein provided.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amen... | Label: General |
f33dd768-be90-417c-933b-b8004817f30f | Clause:
Except as prohibited by law, the Company shall be excused from any obligation to provide any part of the Payments or benefits to you in the event that (i) the release set forth in this Agreement is determined to be void or unenforceable, in whole or in part; or (ii) you are found to have made a material misstat... | Label: Remedies |
c086cb17-9a1e-45e1-80f6-63bae91aa3cd | Clause:
This Award Agreement will be governed by the laws of the State of New York, without giving effect to the conflict of law principles thereof. For purposes of litigating any dispute that arises under the Plan or this Award Agreement, the parties hereby submit to and consent to the jurisdiction of the State of New... | Label: Governing Laws |
9a8fbd09-5e1d-48fa-af2c-dd9599ca5325 | Clause:
Any term or provision of this Agreement which is determined by a court of competent jurisdiction to be invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms a... | Label: Severability |
c5c0e327-3f77-4ad9-849b-bdfb3b0e7bcb | Clause:
Any notice provided for in this Agreement shall be in writing and shall be either personally delivered, or sent by certified mail, return receipt requested, postage prepaid, addressed (a) if to Executive, to his last known address shown on the payroll records of the Company, and if to the Company, to Agritech W... | Label: Notices |
ffe1f5d6-9359-46e9-a5e1-2ad5454ee739 | Clause:
(1) The Equipment Supply Agreement shall terminate or shall be declared null and void (except upon fulfillment of such party’s obligations thereunder or the scheduled expiration of the term of the Equipment Supply Agreement), or (2) any provision in the Equipment Supply Agreement shall for any reason cease to b... | Label: Terminations |
d44c942f-8227-4f02-bf1e-15cb34a042c4 | Clause:
This Article 11 shall survive any termination of this Agreement for a period of two (2) years.
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: Survival |
4acf7b2d-bcab-4ba2-8f0c-90efd3ee19d7 | Clause:
THE BUYERS AND THE COMPANY, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL, EACH KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES, IRREVOCABLY, THE RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY LEGAL PROCEEDING BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR AN... | Label: Waiver Of Jury Trials |
aec2cdb6-5497-4031-be67-f0147edbdfa1 | Clause:
The Grant Notice and this Agreement constitute the entire agreement of the parties and supersede in their entirety all oral, implied or written promises, statements, understandings, undertakings and agreements between the Company and Participant with respect to the subject matter hereof, including without limit... | Label: Entire Agreements |
ce00ca97-95bf-4cfe-a44e-c4a13c41cf4b | Clause:
The Plan was originally adopted by the Committee on December 11, 2006, and became effective on that date (the " Effective Date ").
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignme... | Label: Effective Dates |
188ab0b9-bd88-44bf-8c66-265190887e6b | Clause:
THIS AGREEMENT SHALL BE GOVERNED BY, CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. SECTIONS 11.15 AND 11.16 OF THE AMENDED AND RESTATED CREDIT AGREEMENT ARE HEREBY INCORPORATED BY REFERENCE INTO THIS AGREEMENT MUTATIS MUTANDIS AND SHALL APPLY HERETO.
Task: Classify this claus... | Label: Governing Laws |
ccfd8b95-1175-48f6-b088-9406cea3ce74 | Clause:
Agent shall be reasonably satisfied that each Borrower is in compliance with all pertinent federal, state, local or territorial regulations, including those with respect to the Federal Occupational Safety and Health Act, the Environmental Protection Act, ERISA and the Trading with the Enemy Act.
Task: Classify... | Label: Compliance With Laws |
81b3e94e-0ee1-43d5-9111-98fcb22f4969 | Clause:
This Plan and all awards made and actions taken thereunder will be governed by and construed in accordance with the laws of the State of Delaware (without regard to choice of law provisions).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corru... | Label: Governing Laws |
29ff1970-378e-49f3-ab9f-9dee95bc7a41 | Clause:
Subject to the restrictions contained in the Plan, the Committee may amend the terms of this Agreement, prospectively or retroactively, but, subject to Section 8 above, no such amendment shall impair the rights of the Grantee hereunder without the Grantee's consent .
Task: Classify this clause into ONE of thes... | Label: Amendments |
3f25771d-b81d-4e1d-8f81-3afd3a9dc1a9 | Clause:
(a) Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement, and the following terms are used herein as defined in the New York UCC: Accounts, Account Debtor, Certificated Security, Chattel Paper, Commercial Tort Claims... | Label: Definitions |
51f69ebe-f26a-403f-8c47-fa526fc9da5d | Clause:
All disputes, controversies or claims arising out of, relating to or in connection with this Agreement, the Plan or the Restricted Share Units, or the breach, termination or validity thereof, shall be finally settled by arbitration. The arbitration shall be conducted in accordance with the Rules of Arbitration ... | Label: Arbitration |
0d8a84ac-6aff-4ef3-a29d-d00f6e1db635 | Clause:
(a) Promptly upon request by the Administrative Agent, or any Lender through the Administrative Agent, ( a i ) correct any material defect or error that may be discovered in any Loan Document or in the execution, acknowledgment, filing or recordation thereof, and ( b ii ) do, execute, acknowledge, deliver, reco... | Label: Further Assurances |
4c7f1380-4f96-4a72-9bdc-5b401e88de84 | Clause:
All calculations of interest and fees under this Agreement and the other Credit Documents for any period (a) shall include the first day of such period and exclude the last day of such period; provided that any Loan or other Obligation that is repaid on the same day on which it is made shall bear interest for o... | Label: Fees |
073df5ec-3c41-409b-8e4b-3d96a6c8d6bb | Clause:
The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection wi... | Label: Intellectual Property |
1695e093-24b1-4eee-8a88-ad4c63b82337 | Clause:
Each Party hereby irrevocably agrees that any Legal Dispute shall be brought only to the exclusive jurisdiction of the courts of the State of California or the federal courts located in the State of California, in each case in California Courts, and each Party hereby consents to the jurisdiction of such courts ... | Label: Consent To Jurisdiction |
6e941495-dc8d-4f66-8f1f-4ab9b0404ea4 | Clause:
Except as otherwise specifically contemplated in this Agreement or as may be required by legal requirements, from and after the Effective Date, Seller shall not make or permit any changes to the Property or to the condition of title to the Property that would change the Approved Title or the Approved Survey exc... | Label: Titles |
81a0eb6b-a050-4caa-b11a-049d6c296d5a | Clause:
This Agreement constitutes the entire agreement of the parties hereto and supersedes in their entirety all prior representations, understandings, undertakings or agreements (whether oral or written and whether expressed or implied) of the parties with respect to the subject matter hereof, including but not limi... | Label: Entire Agreements |
363c7367-d22b-48c6-a0d8-aad231e3d3ca | Clause:
The Borrower shall pay to the Administrative Agent such fees as have been separately agreed upon in writing in the amounts and at the times so specified. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever.
Task: Classify this clause into ONE of these types (exactly... | Label: Fees |
7cf332ad-163a-4a51-93aa-a893049f0ae0 | Clause:
The Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “ 1934 Act ”) (all of the foregoing filed prior to the Effective Date and all exhibits includ... | Label: Financial Statements |
00aaf4c6-7fb8-43e3-a808-d45aa24522a4 | Clause:
Participant acknowledges that Participant has had access to Confidential Information. Participant agrees not use to the detriment of Tiffany or disclose any Confidential Information. If the Participant is requested in any case by a court to make any disclosure of Confidential Information (other than to a regula... | Label: Confidentiality |
e5b4cde2-9f01-454f-8c9c-3817f353cba9 | Clause:
The Borrower will not request any Borrowing or Letter of Credit, and the Borrower shall not use, and shall not lend, contribute or otherwise make available, or permit its Subsidiaries or its or their respective directors, officers, employees and agents to use, the proceeds of any Borrowing or Letter of Credit (... | Label: Use Of Proceeds |
ee29010e-2c60-4ece-9e31-7c0b2be99b8f | Clause:
During the Employment Term, the Executive shall serve as the Chief Financial Officer and Treasurer of the Company, reporting to the CEO of the Company. In such position, the Executive shall have such duties, authority and responsibility as shall be determined from time to time by the CEO of the Company, which d... | Label: Positions |
04acf333-1246-4bde-af78-3710b5ab6095 | Clause:
This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement. Facsimile or other electronic transmission of any signed original document or retransm... | Label: Counterparts |
87a24f19-076d-4dcf-a7df-332d856f7606 | Clause:
Buyer is a corporation duly organized, validly existing and in good standing under the laws of the Nevis.
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: Organizations |
3fdc17da-ead8-4031-9ce4-b5eef81fabbc | Clause:
Notwithstanding any limitations on the Lenders’ inspection rights set forth in Section 8.06 of the Credit Agreement, each Credit Party will, and will cause each of its Subsidiaries to, permit any representatives designated by the Control Agent or the other Lenders, upon reasonable prior notice, to visit and ins... | Label: Records |
cec79e97-1f39-492f-9b26-50214d8bf932 | Clause:
The Seller (i) shall keep its principal place of business, chief executive office and state of formation (as such terms are used in the UCC) and the office where it keeps its records concerning the Receivables at the address of the Seller set forth under its name on Schedule I to the Agreement or, upon at least... | Label: Records |
9879a6a5-d66b-48e0-b0a9-84a963dd170d | Clause:
Borrower shall pay to Bank a commitment fee equal to Sixty Thousand Dollars ($60,000), which fee shall be due on the date hereof and shall be fully earned as of the date hereof. Borrower shall also reimburse Bank for all reasonable legal fees and expenses incurred in connection with this amendment to the Exist... | Label: Fees |
5dafa6f8-24a5-4671-85aa-cabdd520915f | Clause:
This Agreement shall be interpreted, governed and enforced according to the internal laws of the State of New Jersey, without reference to its conflicts of laws principles.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applica... | Label: Governing Laws |
5677ac12-f9f8-401e-a5ac-0ea84c00c18b | Clause:
Other than as permitted pursuant to the Credit Agreement or the Funding Agreement, neither the Parent nor any of its Subsidiaries shall (i) be a party to any merger or consolidation, or directly or indirectly purchase or otherwise acquire all or substantially all of the assets or any stock of any class of, or a... | Label: Sales |
710f0a86-be12-40ee-9c3c-24be6acf9bcc | Clause:
MyoKardia will pay Consultant $450.00 per hour not to exceed $200,000 during the Consulting Period, without MyoKardia’s express written consent.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitra... | Label: Fees |
87625f14-79ca-4b60-830b-face0e16417c | Clause:
The Company may withhold from any Shares that it is required to deliver under this Agreement the number of Shares sufficient to satisfy applicable withholding requirements under any federal, state or local law, if any.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreeme... | Label: Withholdings |
00339fd3-94d6-4964-848f-e2013387da48 | Clause:
This Agreement (including the Exhibit hereto) constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, among the parties hereto with respect to the subject matter hereof.
Task: Classi... | Label: Entire Agreements |
8422b0f0-fae6-4bf7-af2d-be85c5be724c | Clause:
The capitalization of the Company is as set forth on Schedule 3.1(g) , which Schedule 3.1(g) shall also include the number of shares of Common Stock owned beneficially, and of record, by Affiliates of the Company as of the date hereof. The Company has not issued any capital stock since its most recently filed p... | Label: Capitalization |
ea055308-0d5a-4750-bab4-56cdbe61917c | Clause:
Each of the parties hereto agrees to take such measures, perform such acts, and execute such documents as may be reasonably requested by the other Party in furtherance of the provisions and intentions of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreem... | Label: Further Assurances |
c7e3fc90-eff6-495f-8f53-a17f500ccd7f | Clause:
You will become a . Your new position with the Company will be effective (your "Promotion Start Date'').
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: Positions |
3937715c-7b4d-4c90-80a0-a19855a28b96 | Clause:
In the event that there has been a breach of any provisions of this Agreement by Executive, Thompson Creek will be entitled to recover reasonable costs and attorneys' fees in any legal proceeding to enforce this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agr... | Label: Enforcements |
4597415a-0bf8-46fa-a944-afa0bee57bd4 | Clause:
The representations, warranties, agreements and covenants shall survive the Closing. Each Buyer shall be responsible only for its own representations, warranties, agreements and covenants hereunder.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, An... | Label: Survival |
16a9bc11-407c-4513-b62b-6eb0877fa336 | Clause:
This Agreement, including the Restructuring Term Sheet and the Cash Collateral Stipulation, constitutes the entire agreement of the Parties with respect to the subject matter of this Agreement, and supersedes all other prior negotiations, agreements and understandings, whether written or oral, among the Parties... | Label: Entire Agreements |
2343d003-efdc-41c5-8820-4d45dd630bc2 | Clause:
Any event occurs or condition exists which, with notice or lapse of time or both, would make any Plan of any Credit Party subject to termination under subsections (1), (2) and (3) of Section 4042(a) of ERISA, or any Credit Party or any of their respective plan administrators shall have received notice from the ... | Label: Erisa |
7e04352c-8252-4d24-8c31-2f6fe1d31e50 | Clause:
No Event of Default or Default has occurred and is continuing, other than (i) the Event of Default under Section 10.5(i) of the Credit Agreement caused by the breach of the covenant set forth in Section 6.5(d) of the Credit Agreement, as described in the letter to the Parent Guarantor, signed by the Agent, Apri... | Label: No Defaults |
92bc5fc3-fd7d-4f4d-beca-0a7c39e53eff | Clause:
Not later than five (5) Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of all material written notices, requests and other documents (including amendments, waivers, and other modifications) so received under or pursuant to any Vintage Stock Acquisition Related Document (... | Label: Notices |
d9d503e1-d466-44cc-8a1c-cead1a7b310e | Clause:
Executive hereby affirms his termination from his positions as Chief Executive Officer and President of Escalade, as a Director of Escalade, and from all other executive officer and director positions that he holds with Escalade and any of Escalade’s subsidiaries and their affiliates, effective as of the Employ... | Label: Terminations |
f94f5e1c-6e79-4418-abf7-e069150ca234 | Clause:
Subject to Section 15.12(e) , the representations and warranties of Seller in Article VII (other than the Buyer Fundamental Representations) and the corresponding indemnity obligations of Buyer under Section 14.3(b)(3) with respect to all such representations and warranties, shall expire and terminate at 5:00 ... | Label: Warranties |
0cccf0e3-5ccf-430c-b27f-747956e36a33 | Clause:
Except as set forth on Schedule 3.5 , other than the pending Patent Litigation there are no actions, suits, investigations, claims, or proceedings threatened, pending, or in progress relating in any way to the Company or the Patents. The Company has not received any notice and is not otherwise aware of any clai... | Label: Litigations |
3bdb506f-37f1-4a6e-bb96-5e9f3787f493 | Clause:
The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this being deemed to include the masculine, feminine, neuter, singular and plural forms thereof. The terms “including,” “includes,” “include” and words of like import shall be construed b... | Label: Headings |
08483677-4e1d-48b0-b595-b594c22f250f | Clause:
The Company and each of its Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as management of the Company believes to be reasonable and customary in the businesses in which the Company and its Subsidiaries are engaged. To the Company’s... | Label: Insurances |
1736c373-55e3-44a9-92fb-0eae14b315a7 | Clause:
Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall be ineffective to the extent of such invalidity or unenforceability and shall not render invalid or unenforceable the remaining terms and provisions of this Agreement in any other jurisdiction. If any provision o... | Label: Severability |
e18c0775-3848-474f-8219-00720bbb5a18 | Clause:
All communications and notices hereunder shall be in writing and given as provided in Section 10.02 of the Credit Agreement. All communications and notices hereunder to each Subsidiary Guarantor shall be given to it at its respective address set forth in Schedule I with a copy to the Company.
Task: Classify t... | Label: Notices |
b1666ff2-d975-4b79-8c53-204de1ee200f | Clause:
EACH DEBTOR 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 CITY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION... | Label: Submission To Jurisdiction |
794ed45e-3f6c-4f9a-9d02-283248bb9b6e | Clause:
There are no lawsuits, inquiries, proceedings or investigations pending or, to the best of Seller's and Owner’s knowledge, threatened before any court or governmental or administrative body or agency against Seller or Owner related to (a) the transactions contemplated by this Agreement and the other Transaction... | Label: Litigations |
aee00ca1-bdd7-4fc0-afab-b5b4db621095 | Clause:
The Guarantor agrees that, as between the Guarantor and the Secured Parties, the obligations of the Borrowers under the Credit Agreement may be declared to be forthwith due and payable as provided in Article VII of the Credit Agreement (and shall be deemed to have become automatically due and payable in the cir... | Label: Remedies |
880b8e64-6c12-4961-a8d2-d69a9c4a89d4 | Clause:
The Term of the Lease, which is currently scheduled to expire on June 30, 2021 (the “ Lease Expiration Date ”), is hereby extended until June 30, 2022 (the “ Revised Expiration Date ”), unless sooner terminated in accordance with the terms of the Lease. The twelve (12)-month period from and after the Lease Expi... | Label: Terms |
36156c05-d773-430a-b2c1-c3e02c9a3e0e | Clause:
The Participant may be required to pay to the Company or any Affiliate and the Company shall have the right and is hereby authorized to withhold, any applicable withholding taxes in respect of Performance Shares and to take such other action as may be necessary in the opinion of the Committee to satisfy all obl... | Label: Withholdings |
79db51a8-60a6-4163-b3c4-abff1cc273a5 | Clause:
No failure by any party to insist upon the strict performance of any covenant, duty, agreement, or condition of this Agreement or to exercise any right or remedy consequent upon a breach thereof shall constitute a waiver of any such breach or any other covenant, duty, agreement, or condition.
Task: Classify th... | Label: No Waivers |
fbaf8f69-a864-4570-85d6-f9bacdbd67ae | Clause:
This Amendment may be executed in two or more counterparts, each of which shall be deemed an original and both of which together shall constitute one and the same agreement. This Amendment may be executed by a party's signature transmitted by facsimile ("fax") or by electronic mail in portable document format (... | Label: Counterparts |
84c3c3a0-1b62-4dfd-9c2b-df0cd24ffb04 | Clause:
To the extent permitted by applicable law, each Guarantor hereby waives promptness, diligence, notice of acceptance and any other notice with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that the Buyers or the Collateral Agent exhaust any right or take any action against an... | Label: Waivers |
76838b9a-a9e1-4d62-860a-106c01fb30a8 | Clause:
Sections 2.4, 2.5 , 2.6 , 2.7 and 2.8, Article III and Sections 4.2 through 4.16 shall survive and continue in full force in accordance with their terms notwithstanding any termination of the Employment Period.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Ame... | Label: Survival |
0afca0cc-7ee4-4590-b461-07213003aacc | Clause:
The terms of this Agreement shall be binding upon and inure to the benefit of the Company, its successors and assigns, Participant and Participant’s beneficiaries, executors, administrators, heirs and successors.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, A... | Label: Successors |
54a01256-a1c4-4624-93ce-7f222b493732 | Clause:
Offers and sales of the Securities shall be made to such persons and in such manner as is contemplated by the Offering Memorandum. Each Initial Purchaser severally agrees that it will not offer, sell or deliver any of the Securities in any jurisdiction outside the United States except under circumstances that w... | Label: Sales |
c4df9d4e-d757-45e8-a02a-c16196bab7cd | Clause:
Owner hereby represents and warrants that it (a) owns fee simple title to the Burdened Premises, subject to any matters of record as of the date of recordation of this Agreement, including without limitation any mortgage recorded against the Burdened Premises; liens for real estate taxes and assessments; unreco... | Label: Representations |
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