id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
a48f3233-e556-4d31-90bf-c43085976ad4 | Clause:
Except as disclosed in the SEC Reports, there is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Company, the Common Stock or any o... | Label: Arbitration |
ccb89547-fd68-45c7-afb7-cac857b8286f | Clause:
This Warrant shall be governed by and construed in accordance with the internal laws of the State of Florida without giving effect to any choice or conflict of law provision or rule (whether of the State of Florida or any other jurisdiction) that would cause the application of laws of any jurisdiction other tha... | Label: Governing Laws |
fb4afb64-d168-43df-be62-2d365e9632fd | Clause:
Borrower and Master Tenant have been duly organized and are validly existing and in good standing in their respective jurisdictions of organization with requisite power and authority to own or lease the Property as the case may be and to transact the businesses in which it is now engaged. Each of Borrower and M... | Label: Organizations |
dcfaea8a-9644-4654-98dd-547160842ac8 | Clause:
Borrower hereby (i) renews and affirms the liens and security interests created and granted in the Loan Documents, and (ii) agrees that this Amendment shall in no manner affect or impair the liens and security interests securing the Obligations, and that such liens and security interests shall not in any manner... | Label: Liens |
7b2b1c27-3ec4-4f02-984f-445df5761af6 | Clause:
This Agreement shall be governed by and construed in accordance with the laws of the State of New York applied to contracts to be performed wholly within the State of New York, without regard to conflicts of law principles.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Ag... | Label: Governing Laws |
ac05e120-8eae-4830-9965-3c63e235c0e2 | Clause:
Pursuant to Section 7(d) of the Plan, the Company will withhold that portion of the Appreciation Value to cover the minimum statutory tax liability for any applicable federal, state and local withholding obligations of the Company unless the Participant notifies the Company in the exercise notice that the Parti... | Label: Withholdings |
80eadded-d99b-4721-b110-c53a456abbdc | Clause:
EACH PARTY 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 OR ANY OF THE OTHER PARITY LIEN DOCUMENTS. EACH PARTY HERETO (A) CERTIFIES T... | Label: Waiver Of Jury Trials |
9a955164-204c-44c1-8013-6d1daf52924c | Clause:
The Company agrees to pay the Executive, for services rendered hereunder, a base salary at the annual rate of $154,000 (the “ Base Salary ”). The Executive’s Base Salary will be reviewed annually throughout the Employment Term by the Compensation Committee of the Board. Notwithstanding anything in this Agreemen... | Label: Base Salary |
c2563b8d-fac6-4bc5-9617-e5bd9a360347 | Clause:
All proceeds of the Loans will be used by the Borrower in accordance with Section 2.15. Neither the making of any Loan nor the use of the proceeds thereof will violate or be inconsistent with the provisions of regulations T, U, or X of the Federal Reserve Board.
Task: Classify this clause into ONE of these ty... | Label: Use Of Proceeds |
d110792b-436a-4270-9583-4db78274263c | Clause:
The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged, including, but not limited to, directors and officers insurance ... | Label: Insurances |
74bbb77f-5d32-429a-98c0-0639bdd59d57 | Clause:
The descriptive headings of the sections of this Agreement are inserted for convenience only and shall not in any way affect the meaning or construction of any provision of this Agreement. All uses herein of the masculine gender or of singular or plural terms shall be deemed to include uses of the feminine or n... | Label: Headings |
0e5348a2-9bd2-4897-86a7-610c14784e52 | Clause:
This Letter of Intent shall be governed by, and construed in accordance with the laws of Nebraska without regard to the principles of conflicts of laws applied thereby, and shall supersede any and all prior written or oral agreements between the parties hereto. No change, modification, alteration, or addition ... | Label: Governing Laws |
39ba418f-6839-4157-91a3-f3ac01c0ca3d | Clause:
Accrued interest under this Note shall be due and payable in arrears on the last day of each Interest Period. The principal balance outstanding hereunder, together with all accrued interest and other amounts payable hereunder, if not sooner paid as provided herein, shall be due and payable on June 30, 2016.
Ta... | Label: Payments |
d8f5c0ab-c402-4174-8348-29a3e1157e31 | Clause:
Maker shall (i) indemnify and hold harmless Holder and his affiliates, corporations, partners, employees, attorneys and agents (each, an “ Indemnified Party ”) from and against any and all suits, actions, fines, deficiencies, penalties, proceedings, claims, damages, losses, liabilities, expenses and taxes (incl... | Label: Indemnifications |
83718f33-a301-4a8b-bd41-6839af11759f | Clause:
This Agreement may be executed in any number of counterparts (which may be effectively delivered by facsimile, in portable electronic format (“PDF”) or other similar electronic means) each of which, when taken together, shall constitute one and the same agreement.
Task: Classify this clause into ONE of these t... | Label: Counterparts |
014581cc-d7be-4ebc-bf7d-ef3020cd0481 | Clause:
The term of this Agreement shall commence on February 6, 2016 and end on February 6, 2017, unless the Agreement is extended on terms mutually acceptable to the Bank and Consultant or terminated earlier as provided in Section 10.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustment... | Label: Terms |
1379ca20-a108-4868-9c2b-d95c5b98b104 | Clause:
(a) Sell or transfer any property or assets to, or purchase or acquire any property or assets from, or otherwise engage in any other transaction with, any of its Affiliates (other than the Borrower, Holdings, and the Subsidiaries or any person that becomes a Subsidiary as a result of such transaction) in a tran... | Label: Transactions With Affiliates |
06f6a0c9-8dd5-483f-a547-f030b5149a8a | Clause:
The proceeds of the Loans shall be used to effect the Transactions and for general corporate (including working capital) purposes of the Parent Companies and their Subsidiaries not prohibited by this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Ame... | Label: Use Of Proceeds |
2cedc426-4dc1-4e78-a947-bc3907e88cfb | Clause:
This Employment Agreement shall be construed and enforced pursuant to the laws of the State of Ohio.
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, Autho... | Label: Governing Laws |
33e75d8b-d71d-422f-b13a-c83eb6fa8c26 | Clause:
SOOUM is a Minnesota corporation, with full power and authority (corporate and other) to conduct its business as currently conducted. SOOUM is duly qualified to do business and is in good standing in each jurisdiction where its activities would require qualification, except where the failure to qualify would n... | Label: Organizations |
a94b7ce4-7978-4560-bbda-1252a2e105fe | Clause:
If Tenant signs as a corporation, limited liability company or partnership, the person executing this Lease on behalf of Tenant hereby represents and warrants that Tenant is duly formed, validly existing, in good standing (with respect to a corporation or limited liability company), and qualified to do business... | Label: Authority |
bc73817c-ab40-488e-aebb-502c63831352 | Clause:
This First Amendment shall be governed by and construed in accordance with the laws of the State of Colorado.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authori... | Label: Governing Laws |
f38f708c-aac0-4b05-85a6-ee35d5de83e2 | Clause:
An Employee shall be eligible to participate in the Plan on the first day of the calendar quarter that is administratively feasible following the date he or she becomes an Eligible Employee.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corrup... | Label: Participations |
c4c3b9c4-e257-4aec-b52d-418674000d5a | Clause:
Subject to the terms of the Loan Documents and this Section 8.l(a), the Member may assign in whole or in part its Membership Interest in the Company. If the Member transfers all of its Membership Interest pursuant to this Section 8.1, the transferee shall be admitted to the Company as a member of the Company up... | Label: Assignments |
ae5a7368-4c8a-48d0-ace4-13a62c1f86c0 | Clause:
The Administrator shall establish the effect (if any) of a termination of employment or service on the rights and benefits under each award under this Plan and in so doing may make distinctions based upon, inter alia, the cause of termination and type of award.
Task: Classify this clause into ONE of these type... | Label: General |
c8caac33-8320-4e1c-9c02-316d800c7139 | Clause:
The Participant agrees not to make any communication to any third party (including, without limitation, any client (including potential clients) or employee of the Company or its Subsidiaries) that would, or is reasonably likely to, disparage, create a negative impression of, or in any way be harmful to the bus... | Label: Non-Disparagement |
d1531894-ab61-4ac6-8c99-9b6ae5c959fd | Clause:
The Employer shall provide the Executive a base annual salary (the “Base Salary”), which shall be paid on a regular basis in accordance with the Employer’s normal payroll procedures and policies. The Base Salary shall be paid at an initial rate of $290,000 per year. Thereafter, the Executive’s salary shall be ... | Label: Base Salary |
8495505a-b7d3-4d78-bfad-2ff0a7e27335 | Clause:
The Guarantors shall reimburse the Guaranteed Parties on demand for all reasonable costs, expenses and charges (including without limitation reasonable fees and charges of external legal counsel and reasonable costs allocated by internal legal counsel) incurred by such Guaranteed Parties in connection with the ... | Label: Expenses |
8834f969-8f2b-4d7b-815f-d0b632b89686 | Clause:
Any of the terms or conditions of this Agreement may be waived at any time by the party or parties entitled to the benefit thereof, but only by a writing signed by the party or parties waiving such terms or conditions. No waiver of any provision of this Agreement or of any rights or benefits arising hereunder s... | Label: Waivers |
ca46f884-a75b-4d57-a7b7-95cb75112a35 | Clause:
You acknowledge that Agilysys will be irreparably damaged if the provisions of this Agreement are not specifically enforced, that monetary damages will not provide an adequate remedy to Agilysys, and that Agilysys is entitled to an injunction (preliminary, temporary, or final) restraining any violation of this ... | Label: Specific Performance |
eb1d370c-39af-45e7-94ca-b0f735b4f0b1 | Clause:
To the fullest extent permitted by applicable law, Mortgagor hereby irrevocably and unconditionally waives and releases (a) all benefit that might accrue to Mortgagor by virtue of any present or future statute of limitations or law or judicial decision exempting the Collateral from attachment, levy or sale on e... | Label: Notices |
70f41edf-bfc7-4fd4-9bdf-007868f62b73 | Clause:
Junior Creditor will further mark Junior Creditor's books of account, if any, in such a manner as shall be effective to give proper notice of the effect of this Agreement, and will, in the case of any Junior Debt which is not evidenced by any instrument, upon Senior Creditor's request cause such Junior Debt to ... | Label: Further Assurances |
ddb806b5-ea49-4a99-876b-d99a774787f6 | Clause:
Escrow Agent may (a) act in reliance upon any writing or instrument or signature which it, in good faith, believes to be genuine; (b) assume the validity and accuracy of any statement or assertion contained in such a writing or instrument; and (c) assume that any person purporting to give any writing, notice, a... | Label: Authority |
37a0c805-888a-45e9-908d-22fbfd2fbe04 | Clause:
Subject to any Executive Agreement, Employment Agreement or similar agreement between the Company and the Grantee, in the event a Sale Event occurs prior to the end of a Performance Period, the Administrator shall determine the number of Restricted Stock Units to be earned by the Grantee in accordance with the ... | Label: Change In Control |
1d2b9342-5bb7-4ce1-94c6-15e6f9cdec0f | Clause:
As full compensation for the services rendered by Employee hereunder, the Company agrees to pay Employee the sum of $20,000.00/Month, payable in accordance with the Company’s payroll practices from time to time semi-monthly, subject to withholding and deductions in accordance with all applicable laws.
Task: Cl... | Label: Payments |
78921f64-98cd-40b3-8f7f-7fde6d99b378 | Clause:
In the event that any of the provisions, or portions thereof, of this Agreement are held to be unenforceable or invalid by any court of competent jurisdiction, the validity and enforceability of the remaining provisions, or portions thereof, will not be affected, and such unenforceable provisions shall be autom... | Label: Severability |
b5fbb8db-219a-4b9b-816f-c90c22220293 | Clause:
Each of the parties agrees that all actions, suits or proceedings arising out of or based upon this Agreement or the subject matter hereof will be brought and maintained exclusively in the federal and state courts located in Florida. Each of the parties hereto by execution hereof (i) irrevocably submits to the... | Label: Consent To Jurisdiction |
2bafab05-6647-4ed9-b9ec-9c2019a3cce0 | Clause:
Except as provided in Section 2.05(c), any payments required pursuant to this Agreement that are not made within the time period specified in this Agreement shall bear interest at a rate equal to 200 basis points above the average interest rate on the senior bank debt of Ashland Global.
Task: Classify this cla... | Label: Interests |
40e91bc0-5ffd-47e9-ac64-e8144a567625 | Clause:
This Agreement shall be interpreted and enforced in accordance with, and shall be governed by, the laws of the State of Michigan without reference to applicable choice or conflicts of laws principles.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, A... | Label: Governing Laws |
50da5d77-643e-479c-897d-a2df07ff9ce3 | Clause:
At the time any Award is made under this Article VIII, the Company and the Holder shall enter into a Restricted Stock Agreement setting forth each of the matters contemplated thereby and such other matters as the Committee may determine to be appropriate. Shares awarded pursuant to a Restricted Stock Award shal... | Label: Terms |
41e49db0-94a2-459f-9b79-6da247605bb7 | Clause:
The Company and the Executive mutually consent to the final resolution by binding arbitration in Oklahoma County, Oklahoma, of any and all claims or disputes the Company may have against or with the Executive, and/or the Executive may have against or with Company. Arbitration shall be administered exclusively b... | Label: Arbitration |
1e8207e1-1636-478f-b0bc-6d7382b51ebe | Clause:
Pay and discharge all taxes, assessments and governmental charges upon Borrower, any Guarantor, any Subsidiary, its or their income and its or their properties prior to the dates on which penalties are attached thereto, unless and only to the extent that (A) (i) such taxes shall be contested in good faith and b... | Label: Taxes |
be936c93-d460-4bd5-8889-7a5da715da7c | Clause:
This Agreement may be terminated by either Purchaser, by written notice to the other parties, if the Initial Closing has not been consummated by the fourth (4 th ) Trading Day following the Effective Date of this Agreement; provided that no such termination will affect the right of any party to sue for any brea... | Label: Terminations |
10d2efbf-3489-4423-b503-a66f48c831bd | Clause:
Time is of the essence. This Purchase Contract and Receipt constitutes the entire agreement and under-standing of the parties and cannot be modified except in writing executed by all parties. All the terms, conditions, covenants and representations made herein shall survive the Closing of this transaction.
Ta... | Label: Entire Agreements |
d2817745-e5f4-45e5-b9bf-59ca71289e8c | Clause:
If a Change in Control (as defined below) shall occur at any time during the term of this Agreement, the Officer may terminate his employment for any reason or no reason by delivering a notice in writing (the “Notice of Termination”) to the Bank within thirty (30) days of the Change in Control which termination... | Label: Change In Control |
49ce263e-f9f2-44dc-b680-b694c9e4cd4e | Clause:
Capitalized terms used but not otherwise defined in this Indenture shall have the respective meanings given to such terms in Annex A , which is hereby incorporated by reference herein. The rules of construction set forth in Annex A shall apply to this Indenture and are hereby incorporated by reference herein.
... | Label: Defined Terms |
85de9b36-e798-42f7-9330-3952df8d16ce | Clause:
This LOI may be executed in any number of counterparts and by the different signatories hereto on separate counterparts, each of which, when so executed, shall be deemed an original, but all such counterparts shall constitute but one and the same instrument. This LOI constitutes the entire agreement with respec... | Label: Counterparts |
fd225743-551d-441b-9350-ffb46e59e7ee | Clause:
The Borrower will, and will cause each Subsidiary to, keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted, except to the extent any failure to do so could not reasonably be expected to result in a Material Adverse Effect. Th... | Label: Insurances |
d7494e94-b512-4048-8efa-c9011d99002e | Clause:
Purchaser makes the following representations and warranties, on which Seller relies in selling, assigning, transferring and conveying the Receivables and the Other Conveyed Property to Purchaser hereunder. Such representations are made as of the execution and delivery of this Agreement, but shall survive the s... | Label: Representations |
7fccea08-31fc-4fe3-a2ad-239aec02bd9b | Clause:
Any Lender may at any time, without the consent of, or notice to, the Loan Parties or the Agent, sell participations to any Person (other than a natural person or the Loan Parties or any of the Loan Parties’ Affiliates or Subsidiaries) (each, a “ Participant ”) in all or a portion of such Lender’s rights and/or... | Label: Participations |
2f1df2a9-045e-4e6e-9595-5b215a993c2e | Clause:
The Federal Equal Credit Opportunity Act prohibits creditors from discriminating against credit applicants on the basis of race, color, religion, national origin, sex, marital status, age (provided the Applicant has the capacity to enter into a binding contract); because all or part of the Applicant’s income de... | Label: Notices |
250980fc-168e-4916-8e0d-54f95db0d41b | Clause:
This Agreement embodies the complete agreement and understanding among the parties hereto with respect to the subject matter hereof and supersedes and preempts any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to the subject matter hereof in... | Label: Entire Agreements |
6c0efb96-7c96-440a-ac42-2c5f2557defe | Clause:
Any capitalized term used but not defined in the body of this Loan Agreement shall have the meaning set forth on Appendix A attached hereto and incorporated herein by reference.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Ap... | Label: Defined Terms |
3eedeee9-8abc-4367-b66b-1f8e98681903 | Clause:
The Seller is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware. The Seller has full power, authority and capacity to execute and deliver this Agreement and the Transaction Documents to which it is a party and to perform its obligations hereunder... | Label: Organizations |
7582129d-4d55-4d15-b936-85478db185ec | Clause:
The provisions of this Letter Agreement shall be binding upon and accrue to the benefit of the parties hereto and their respective heirs, legal representatives, successors and assigns.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption L... | Label: Binding Effects |
67ef3a27-4ed0-4140-9d59-5ef1ab4d4add | Clause:
Each Guarantor shall pay on demand all reasonable and documented out-of-pocket expenses (including reasonable attorneys’ fees and expenses) in any way relating to the enforcement or protection of the any Secured Party’s rights under this Guaranty or in respect of the Guaranteed Obligations, including any incurr... | Label: Expenses |
34a38db8-4021-489e-a9d1-3f3d7b735061 | Clause:
This Agreement may be executed in one or more counterparts, including electronic, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “ .pdf ” format... | Label: Counterparts |
d4c70e13-5298-495f-a3a7-b453a7c846d6 | Clause:
The language used in this Agreement shall be deemed to be the language approved by all parties to this Agreement to express their mutual intent, and no rule of strict construction shall be applied against any party. As used in this Agreement and required by the context, the singular and plural shall be de... | Label: Construction |
71e26f5e-94b1-47ba-8480-77b99215d6bd | Clause:
Without the consent of the Advisor, the Company shall not assign, transfer or convey any of its rights, duties or interest under this Agreement, nor shall it delegate any of the obligations or duties required to be kept or performed by it hereunder. The Advisor shall not assign, transfer or convey any of his ri... | Label: Assignments |
9b6613e8-da00-47f0-9141-c64f4054679b | Clause:
This Amendment may be executed in counterparts, each of which shall be deemed to be an original, and all of such counterparts shall together constitute one and the same agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, ... | Label: Counterparts |
77a878e6-008e-4350-9c67-3a7ee3e93d37 | Clause:
This Agreement shall terminate upon the earliest of (a) the Effective Time, (b) the termination of the Merger Agreement in accordance with its terms, (c) written notice of termination of this Agreement by IMS Health to the Quintiles Shareholder (d) the entry into any amendment or modification of the Merger Agre... | Label: Terminations |
8b4cfd9c-769a-4734-8472-17c3092f4a27 | Clause:
All Severance Payments, Separation Benefits and Share Grants will be treated as wages and are subject to withholding of applicable taxes and employee social security contributions under United States and applicable state law.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, ... | Label: Taxes |
25a182de-0484-4db6-9392-8fd5c04cc4aa | Clause:
The Credit Agreement is, effective as of the Amendment No. 5 Effective Date, hereby amended such that the terms and provisions set forth in Exhibit A hereto shall replace and supersede the terms and provisions of the Credit Agreement in effect immediately prior to the Amendment No. 5 Effective Date (the Credit ... | Label: Amendments |
078eb16c-ae54-4a9c-b305-5ef94237a056 | Clause:
THE CME GUARANTOR HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS GUARANTEE OR ANY OTHER CREDIT DOCUMENT (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).
Task: Clas... | Label: Waiver Of Jury Trials |
193f6ac6-98e7-4425-9df6-23f7e6ae0ed4 | Clause:
Except to the extent that any law of the United States may apply, this Guaranty shall be governed and interpreted according to the laws of Missouri (the “Governing Law State”), without regard to any choice of law, rules or principles to the contrary. Nothing in this paragraph shall be construed to limit or othe... | Label: Governing Laws |
6b960749-8939-4278-9b48-31159a48bc17 | Clause:
This Agreement constitutes the complete and exclusive understanding and agreement of the parties and supersedes all prior understandings and agreements, whether written or oral, with respect to the subject matter hereof. Any waiver, modification or amendment of any provision of this Agreement will be effective ... | Label: Modifications |
ead2e4c5-fe30-4f48-a02a-3aae83d710d9 | Clause:
Except as otherwise specifically provided in this Agreement, all representations, warranties, covenants, agreements and conditions contained in or made pursuant to this Agreement shall survive until termination of this Agreement, except that Sections 5, 7, 8, and 9 of this Agreement shall survive the terminatio... | Label: Survival |
543aca87-adbc-4eec-97e4-60c7814d120c | Clause:
This Amendment may be executed in any number of counterparts, and by the parties hereto on the same or separate counterparts, and each such counterpart, when executed and delivered, shall be deemed to be an original, but all such counterparts shall together constitute but one and the same Amendment. Delivery o... | Label: Counterparts |
0dc842ee-3c70-4409-8326-83257f7f32d6 | Clause:
Each request by any Borrower for a Loan Advance: (i) shall constitute an affirmation by Borrower that the foregoing representations and warranties remain true and correct as of the date of such request (except to the extent that such representations and warranties specifically refer to an earlier date, in which... | Label: Warranties |
3abd94d9-8d4f-400d-b6c8-99eaf2976f96 | Clause:
This Agreement may be executed in several counterparts, each of which is an original and all of which together constitute one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, A... | Label: Counterparts |
4ec7746e-d041-453d-9a39-31e82eeb505e | Clause:
Neither BIOMATRIX nor PGen shall issue any public announcements regarding this Agreement or the relationship created herein without the express written consent of the other party.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, ... | Label: Publicity |
ac12526b-e79e-41a5-b648-19338417bdf9 | Clause:
None of the execution, delivery, or performance of this Agreement, and the consummation of the transactions contemplated hereby, conflicts or will conflict with, or (with or without notice or lapse of time, or both) result in a termination, breach or violation of (i) any instrument, contract or agreement to whi... | Label: No Conflicts |
ffb3c36c-2020-415f-a8fb-88a93a2b59be | Clause:
Subject to the satisfaction of the conditions set forth in Section 7 below and in reliance upon the representations and warranties of Borrowers set forth in Section 8 below, the Agent and Lenders hereby consent to the Reorganization. This is a limited consent and shall not constitute (i) a consent to, or waiver... | Label: Consents |
2ae6152b-6aeb-4f44-8ce4-cdf384a4bafa | Clause:
This Agreement shall be subject to and governed by the laws of the State of Delaware, excluding any conflicts-of-law rule or principles that might refer the construction or interpretation of this Agreement to the laws of another state. Any action or proceeding seeking to enforce any provision of, or based on an... | Label: Submission To Jurisdiction |
14e7489b-1fb3-4c3d-95b4-b6930cc64124 | Clause:
This Agreement and the exhibits and schedules hereto constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and no party shall be liable or bound to any other in any manner by any representations, warranties, covenants and agreements except as specifica... | Label: Entire Agreements |
d54910d3-8ae1-42a3-9ab5-ab9d076ff54d | Clause:
The initial term of the Lease commences on _____________, and expires on ____________________.
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, Authorizati... | Label: Terms |
6c4c79a3-f41d-415e-8bef-077c3c10fa75 | Clause:
As of September 30, 2016, the authorized capital stock of Parent consisted solely of (a) 300,000,000 shares of Parent Common Stock, of which 101,644,294 shares were issued and outstanding, and (b) no shares of preferred stock, par value $0.01 per share, no shares of which were issued and outstanding. No other c... | Label: Capitalization |
632088b1-9124-483f-bdcb-ff832ba7f5c9 | Clause:
If the Executive’s employment is terminated by reason of the Executive’s Disability during the Employment Period, the Company shall provide the Executive with the Accrued Obligations and the timely payment or delivery of the Other Benefits, and shall have no other severance obligations under this Agreement. The... | Label: Disability |
870cd02a-d3e2-4e2b-ad26-53f3bf24126b | Clause:
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. All counterparts together shall constitute one and the same original.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applic... | Label: Counterparts |
8a40218b-dcd3-444a-8d46-c4584dd623d9 | Clause:
Seller has complied in all material respects with ERISA and has not incurred and does not expect to incur any liabilities to the Pension Benefit Guaranty Corporation (or any successor thereto) under ERISA. Seller is not a sponsor of, or a member of a controlled group of any Person that is a sponsor of, any Pla... | Label: Erisa |
04e5aecf-ba3c-49cf-8887-2a301b35e60b | Clause:
The Creditor is a corporation, partnership or other entity duly incorporated or organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization and has the requisite corporate power to own its assets and to carry on its business.
Task: Classify this clau... | Label: Organizations |
a043e181-68af-4e84-ab2f-33930c99459a | Clause:
Any Party may deliver executed signature pages to this Waiver Agreement by facsimile transmission to the other Parties, which facsimile copy shall be deemed to be an original executed signature page. This Waiver Agreement may be executed in one or more counterparts, each of which will be deemed an original, bu... | Label: Counterparts |
c312461a-22da-4aa5-8485-0cb51e667049 | Clause:
This Amendment may be executed in any number of counterparts (including by means of facsimile signature pages or signature pages delivered by electronic transmission in portable document format (pdf)), all of which taken together shall constitute one and the same instrument. The signature of a party transmitted... | Label: Counterparts |
eb30fadf-007b-4295-9b9a-0f8962ed6282 | Clause:
If any provision of this Note is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest extent that it would be valid and enforceabl... | Label: Severability |
082bfd31-35ed-4d4a-8315-5f20bc7088a0 | Clause:
This Agreement may not be canceled, changed, modified, or amended orally, and no cancellation, change, modification or amendment hereof shall be effective or binding unless in a written instrument signed by the Company and the Executive. A provision of this Agreement may be waived only by a written instrument s... | Label: Amendments |
552462e0-8e2e-4a0e-a9fe-24b9e317be5a | Clause:
The Shareholder has full power and authority to enter into this Agreement and this Agreement constitutes a valid and legally binding obligation of the Shareholder, enforceable in accordance with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of g... | Label: Authorizations |
a164b2ab-c2ea-4663-8706-dc5a0727b00e | Clause:
Provided Executive is in compliance with all covenants contained in Section 6 on the first anniversary of the Termination Date, all Restricted Stock and Options granted to Executive under Section 3(c) shall be deemed to have vested in their entirety as of the Termination Date.
Task: Classify this clause into O... | Label: Vesting |
d80cd6ce-fb0f-4929-b941-89a7335bf71c | Clause:
Subject to Section 4, upon the vesting of an RSU, the Company shall, as soon as reasonably practicable (and, in any event, within 2.5 months) following the applicable vesting date, issue the Share underlying such vested RSU to the Participant, free and clear of all restrictions, less a number of Shares equal in... | Label: Tax Withholdings |
5234285f-998c-4949-a0a1-b9dde220fb77 | Clause:
Whether or not the transactions contemplated hereby are consummated, to the extent that any Agent is not promptly reimbursed and indemnified by Borrower, each Lender will reimburse and indemnify such Agent and any Agent-Related Party from and against any and all liabilities, obligations, losses, damages, penalt... | Label: Indemnifications |
385d9844-a7a4-4eda-84b1-297aa33b5433 | Clause:
Beginning on April 11, 2016, the Executive will be employed by the Company for a period of twelve (12) months, unless his employment is terminated at an earlier date in accordance with ARTICLE IV (the “Term”), provided that on each date thereafter the Term shall automatically be extended for an additional day, ... | Label: Terms |
b87cd101-15eb-4146-a11f-c1a6da0f1d16 | Clause:
Each day on which a portion of the Award vests in accordance with this Agreement is referred to as a “ Vesting 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... | Label: Vesting |
ce4abb47-cc7c-4cc4-9cde-881a6b508f68 | Clause:
This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of Delaware, without giving effect to principles of conflicts of law, unless preempted by applicable federal law... | Label: Governing Laws |
75971d6c-ea51-4828-a15a-49ad21d65c98 | Clause:
Employee will keep the terms and existence of this Agreement strictly confidential, although he may disclose it: (1) as compelled by valid legal process; and/or (2) to his spouse/significant other, attorneys, and financial advisors, so long as they agree to keep the information strictly confidential. Disclosure... | Label: Confidentiality |
cc617e7d-0545-4e2b-84cc-8fe232ac279e | Clause:
All notices, requests or other communications provided for in this Agreement shall be made, if to the Company, to Navigant Consulting, Inc., Attn: General Counsel, 30 S. Wacker Dr., Suite 3550, Chicago, Illinois 60606, and if to the Holder, to the last known mailing address of the Holder contained in the record... | Label: Notices |
b9099901-3cbc-4867-8d29-57de5692a2fb | Clause:
Except as otherwise specified herein, all notices, requests, demands, consents, instructions or other communications to or upon the Debtors (which shall be sent care of the Borrower) or the Administrative Agent under this Security Agreement shall be given as provided in Section 8.01 of the Credit Agreement.
Ta... | Label: Notices |
9bc703da-ab0c-428e-9a12-a367c071b683 | Clause:
The sale and purchase of the Assets shall be completed at the Time of Closing at the office of the Jonas Canada and may be consummated by exchange of electronic or facsimile copies of documents. All acts and proceedings to be taken and all documents to be executed and delivered by the parties at the Time of C... | Label: Closings |
ca196c65-a93a-428d-adc2-bcec2a8271d9 | Clause:
This Agreement constitutes the entire agreement of the parties to this Agreement and supercedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof.
Task: Classify this clause into ONE of these types (exactly one label):
A... | Label: Entire Agreements |
b381ec3b-1a68-4b37-8a72-0cc4ca6065b8 | Clause:
This Agreement represents the entire understanding and agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior oral and written and all contemporaneous oral negotiations, commitments and understandings between such parties. The parties may amend or modify this Agr... | Label: Entire Agreements |
0466c058-a837-4f88-8549-da91d2cecf28 | Clause:
Notwithstanding any examination made for or on behalf of any of the parties hereto, all representations and warranties contained in this Agreement or in any document delivered pursuant hereto shall be deemed to be material and to have been relied upon by the parties hereto, and shall survive the Closing and sha... | Label: Survival |
f1d9bd29-0bd5-4dd3-bec9-679148375678 | Clause:
Provider will take commercially reasonable efforts to obtain, and to keep and maintain in effect, any third party licenses and consents necessary to provide the Services (the “ Consents ”). The costs relating to obtaining any such licenses or Consents obtained solely for the benefit of Recipient shall be borne ... | Label: Consents |
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