id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
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|---|---|---|
ca6d4422-9f71-47b5-aecc-099eb44293f1 | Clause:
(a) Schedule 8 lists all Intellectual Property registered with, or applied for, the U.S. Patent and Trademark Office or the U.S. Copyright Office (or any foreign national registry) and owned by such Grantor in its own name on the date hereof.
Task: Classify this clause into ONE of these types (exactly one labe... | Label: Intellectual Property |
4a207de4-881b-48e3-8d16-49535bc83601 | Clause:
The Guarantor agrees that (a) all or any part of the security which hereafter may be held for the Guaranteed Obligations, if any, may be exchanged, compromised or surrendered from time to time; (b) the Lender shall not have any obligation to protect, perfect, secure or insure any such security interests or lien... | Label: Modifications |
3e716554-0572-4429-8c8c-ea59b0852aa1 | Clause:
If the Executive’s employment is terminated by reason of the Executive’s Disability during the Employment Period, this Agreement shall terminate without further obligations to the Executive, other than payment or provision of (i) the Accrued Obligations, (ii) the Other Benefits, and (iii) subject to the Executi... | Label: Disability |
5716cab1-154a-4975-acef-4ba29c1bf14b | Clause:
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of: (i) the date of transmission, if such notice or communication is delivered via email or facsimile at the email address or facsi... | Label: Notices |
4f6fd554-c945-4e4a-bf27-9ad09f6378f6 | Clause:
No failure by any Lender to exercise any right, remedy, or option under this Agreement or any other Loan Document, or delay by any Lender in exercising the same, will operate as a waiver thereof. No waiver by any Lender will be effective unless it is in writing, and then only to the extent specifically stated. ... | Label: No Waivers |
ebbee226-6119-4433-8b7e-34f6f1e115f4 | Clause:
Any dispute or controversy arising under or in connection with this Agreement or otherwise in connection with the Executive’s employment by the Company that cannot be mutually resolved by the parties to this Agreement and their respective advisors and representatives shall be settled exclusively by arbitration ... | Label: Arbitration |
748017a5-5168-4b1a-85e5-20853b974d77 | Clause:
As of the date hereof, there is no (i) action, proceeding or investigation pending or threatened against the Stockholder or any of its Affiliates; or (ii) outstanding Order to which the Stockholder or any of its Affiliates are subject or bound, in each case, that would reasonably be expected to or seeks to prev... | Label: Litigations |
2f6f61be-957f-40cc-b718-8f8e4a5058c3 | Clause:
If one or more of the provisions of this Agreement or any application thereof shall be invalid, illegal, or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions thereof shall in no way be affected or impaired.
Task: Classify this clause into ONE of these types (ex... | Label: Severability |
ba5a50c9-d37b-4bc9-88f4-da42df860d9b | Clause:
In the event there is a conflict between the terms and conditions of this Agreement and any Work Order or Purchase Order or other document attached hereto or thereto, the terms and conditions contained in this Agreement shall prevail, except in the case of Exhibit B, in which case Exhibit B shall control in the... | Label: No Conflicts |
20d1204b-9a57-4f67-81e9-09ce2cedd0b9 | Clause:
Each Purchaser, severally and not jointly with the other Purchasers, covenants that neither it, nor any Affiliate acting on such Purchaser’s behalf or pursuant to any understanding with such Purchaser will execute any purchases or sales, including Short Sales, of any of the Company’s securities during the perio... | Label: Confidentiality |
aae86527-65d4-44a6-b4c8-3df03dce1dfd | Clause:
Unless otherwise provided, all notices and other communications required or permitted under this Warrant shall be in writing and shall be mailed by United States first-class mail, postage prepaid, sent by facsimile or delivered personally by hand or by a nationally recognized courier addressed to the party to b... | Label: Notices |
a0379ae8-d8db-4871-990f-75bec86bea68 | Clause:
Nothing contained herein shall be constituted as an admission by any party hereto of any wrongdoing. Titles to Articles and headings of Sections are inserted for convenience of reference only and shall not be deemed a part of or to affect the meaning or interpretation of this Agreement. Each of the parties here... | Label: Interpretations |
a256627b-ac61-4622-a5be-d8084e73b050 | Clause:
The provisions of Sections 1.3, 1.4, 4.1, 4.2 and Section 5.1 through 5.13 hereof, as well as Exhibit A and Exhibit B and the applicable consideration required thereby under Sections 2.1.1 and 2.1.3, shall survive the termination for any reason or expiration of this Agreement for the period described or referen... | Label: Survival |
1749f0d1-d58c-4966-856a-d165c11407fb | Clause:
The proceeds of the Advances and issuances of Letters of Credit shall be available (and the Borrower agrees that it shall use such proceeds) solely to directly or indirectly fund or otherwise support 4C Sub or related obligations.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustme... | Label: Use Of Proceeds |
aadf496f-b72d-4551-b79c-ea8891b8d73a | Clause:
This Agreement (including the plans and agreements referenced in Section 3) contains the entire agreement and understanding between the parties hereto in respect of Executive’s employment and supersedes, cancels and annuls any prior or contemporaneous written or oral agreements, understandings, commitments and ... | Label: Entire Agreements |
b3f1f134-d40a-407b-a54d-82effe54fe50 | Clause:
The Employer Group expressly waives and releases any and all claims against the Executive that may be waived and released by law with the exception of claims arising out of or attributable to (a) events, acts or omissions taking place after the Parties' execution of the Agreement; (b) the Executive's breach of ... | Label: Releases |
c6abc6e5-1050-44fc-8dc9-f78872de4e24 | Clause:
The terms of the Stock Option are as set forth in this Agreemen t and in the Plan. The Plan is incorporated into this Agreement by reference, which means that this Agree ment is limited by and subject to the express terms and provisions of the Plan. In the event of a conf lict between the terms of this Agreemen... | Label: Interpretations |
e5c993d3-d3e5-46be-8055-5684f813dfc4 | Clause:
(a) Each party to this Agreement hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceed... | Label: Jurisdictions |
aa0bd2a5-913d-4140-87a2-fb76f464eff5 | Clause:
Promptly following receipt, the Property Manager shall send to the Company all notices concerning the Properties regarding taxes or valuations. The Owner shall pay all such taxes unless the Owner requests the Property Manager to pay such taxes, in which case the Property Manager shall pay such taxes from the ap... | Label: Taxes |
a103acf5-964d-4364-8c5f-fb1bb9778181 | Clause:
This Agreement shall inure to the benefit of, and be binding upon, the respective successors of the Parties. For the avoidance of doubt, subject to ARTICLE 16, the continued existence of this Agreement shall not be affected in case of change of control of either Party.
Task: Classify this clause into ONE of t... | Label: Binding Effects |
05420ede-9d26-4ecc-ae36-8351420071a7 | Clause:
For purposes of this Agreement, Good Reason means (1) any material diminution or alteration of Executive’s position, authority or duties under this Agreement without Executive’s prior written consent; (2) removing Employee from his position as described in Section 1 without his prior written consent, except fo... | Label: Definitions |
c00d551c-3361-4241-8310-3ceaa830c546 | Clause:
This Agreement, the Program and the Plan constitute the entire contract between the parties hereto with regard to the subject matter hereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration... | Label: Entire Agreements |
2db91426-236d-4c0f-8b4d-24b18bfc6889 | Clause:
Borrower acknowledges that on the date hereof all outstanding Obligations, in each case as amended and waived hereby, are payable in accordance with their terms, and Borrower waives any defense, offset, counterclaim or recoupment with respect thereto. Borrower, Administrative Agent, L/C Issuer and each Lender d... | Label: Agreements |
4d1fa056-4215-4b33-8db5-1ac6fab85abc | Clause:
This Lease shall be construed in accordance with the laws of the State in which the Project is located. Exclusive venue in any legal proceeding related to or arising out of this Lease shall be in the county and state where the Premises are located, and Tenant submits to personal jurisdiction and venue in such f... | Label: Governing Laws |
6a7def16-f7d3-4cea-91c3-a3c19f35a1bd | Clause:
The Borrower shall use the proceeds of the Loans only (i) for working capital and general corporate purposes of the Borrower and the Guarantors and (ii) to refinance certain Debt in accordance with the Plan of Reorganization. No part of the proceeds of any Loan or any Letter of Credit will be used, whether dire... | Label: Use Of Proceeds |
9d2cfc1a-e0b0-4a42-8561-48ab0b2cb27c | Clause:
Except as otherwise specifically provided in this Agreement and subject to Section 7.02 , on and after the Distribution, the AdvanSix LTD Employees shall be deemed to be employees of the Honeywell Group for purposes of this Agreement, including participation in the Honeywell LTD Plans.
Task: Classify this clau... | Label: Benefits |
3c6768cc-1e32-42e4-b780-d693a962c7b0 | Clause:
The Company hereby engages Executive as Vice President and Secretary of the Company for the Term (as defined in Section 3.1 hereof), and Executive accepts such employment, on the terms and subject to the conditions set forth in this Agreement. During the Term, Executive will faithfully exercise such authority a... | Label: Duties |
219b76f7-fb6f-400a-a9a0-5538408a8be9 | Clause:
The parties hereto agree to execute and deliver any such additional documents or instruments of assignment, transfer or conveyance, and to take any other action, as may be necessary or appropriate to effectuate the transactions described in this Agreement.
Task: Classify this clause into ONE of these types (ex... | Label: Further Assurances |
802d17d2-90e6-45fc-a6f8-f221d2a9c65a | Clause:
This Agreement contains the entire understanding and agreement between the parties concerning the subject matter hereof and supersedes all prior agreements, understandings, discussions, negotiations and undertakings, whether written or oral, between the parties with respect thereto.
Task: Classify this clause ... | Label: Entire Agreements |
7a920ed7-d343-49cc-baf6-e71163c3c9ee | Clause:
The Company will pay Executive an annual base salary (“ Base Salary ”) in the amount of $12,500 per month ($150,000 per year). The Base Salary will be paid in accordance with the Company’s payroll practices in effect from time-to-time. Executive’s Base Salary will be reviewed at least annually in accordance wit... | Label: Base Salary |
525dea53-0228-44a7-93f7-fee836e569a5 | Clause:
Capitalized terms used herein and not otherwise defined have the meanings assigned to them in the Commitment.
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: Defined Terms |
a30d95cb-b97b-4103-831d-f54fc8f4411d | Clause:
Executive shall be entitled to four (4) weeks of vacation for each full year.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salar... | Label: Vacations |
007dc2a4-555a-4496-8483-a4ecc925515d | Clause:
EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING IN THE CITY OF NEW YORK, BOROUGH OF MANHATTAN, FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH ANY TRANSACTION CONTEMPLATED HEREBY, AND HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO... | Label: Consent To Jurisdiction |
99c6e596-a94c-4d5e-8355-00391ed524de | Clause:
Each of Parent and Merger Sub has all requisite power and authority to enter into this Agreement and to consummate the transactions contemplated hereby, subject only to (a) the adoption of the Merger Agreement by Parent as the sole stockholder or Merger Sub (which will occur promptly following execution of the ... | Label: Representations |
5a4a0e0f-6aae-475c-b475-ef77fb083d49 | Clause:
This Agreement shall be governed by and construed in accordance with the laws of the State of California. The language of this Agreement shall be construed as a whole according to its fair meaning, and not strictly for or against any of the parties hereto.
Task: Classify this clause into ONE of these types (e... | Label: Governing Laws |
d22bf7bc-f973-4d3a-974b-dd68b510c17c | Clause:
This Agreement shall become effective as provided in Section 3.01 and thereafter shall be binding upon and inure to the benefit of the Borrower, the Administrative Agent and each Lender and their respective successors and assigns, except that the Borrower shall not have the right to assign its rights or delegat... | Label: Binding Effects |
7c0f3613-ab7a-4191-a941-aa787e8b3b19 | Clause:
The purchase and sale of the Shares shall take place on or before January 30, 2016; at such time and place as the Purchaser and Seller mutually agree upon orally or in writing (which time and place are designated as the “Closing”). At Closing, Purchaser shall deliver to Seller, in cash, by wire transfer to an a... | Label: Closings |
38c83dd9-a834-4293-9bf9-93a18475f25e | Clause:
Subject to the terms and conditions set forth herein, the Borrower may request the issuance of Letters of Credit denominated in Dollars as the applicant thereof for the support of its or its Subsidiaries’ obligations, in a form reasonably acceptable to the Administrative Agent and the Issuing Bank, at any time ... | Label: General |
42dfab00-50e1-44b8-a564-aa3726a41c15 | Clause:
(i) As of the Closing Date, the First Restatement Effective Date and the Restatement Effective Date, the authorized Stock of each of the Credit Parties and each of their Subsidiaries as set forth on and as presently represented by the certificates listed on Part A of Schedule 5.4(b) hereto constitute all of th... | Label: Capitalization |
9a8c5c14-825e-405a-a9ba-97402ffe138c | Clause:
The failure of either the Company or Executive to enforce any provision or provisions of this Agreement will not in any way be construed as a waiver of any such provision or provisions as to any future violations thereof, nor prevent that party from later enforcing each and every other provision of this Agreeme... | Label: No Waivers |
48bc9650-d54f-413b-908f-ca6ccb256de5 | Clause:
The Plan is incorporated herein by reference. The Plan and this Agreement (including the exhibits referenced herein) constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Participant with ... | Label: Entire Agreements |
a5980de1-6527-48f0-8c00-16070bf2beac | Clause:
Sellers agree, upon the request of Purchaser, to execute, acknowledge and deliver such further conveyances, notices, assignments, releases and acceptances and such other instruments and to take all and every such further action as may be reasonably necessary or appropriate to obtain any necessary consents or mo... | Label: Further Assurances |
8621e28d-f9d8-4499-9abb-edc42c6550e8 | Clause:
No person acting on behalf of any of the Company or under its authority is or will be entitled to a financial advisory fee, brokerage commission, finder’s fee or other like payment in connection with the transactions contemplated hereby.
Task: Classify this clause into ONE of these types (exactly one label):
A... | Label: Brokers |
4860a117-d8bf-4487-9d62-d62069439315 | Clause:
The Award and all payments under this Agreement are subject to withholding of all applicable taxes. Such withholding obligations shall be satisfied through amounts that the Participant is otherwise to receive upon settlement. In no event will the Participant be permitted to elect to withhold amounts in excess o... | Label: Withholdings |
aec53d51-d783-4add-af33-31086e46dc2d | Clause:
This Amendment may be executed in one or more counterparts, each of which shall constitute an original, but all of which taken together shall be one and the same instrument. Delivery of an executed counterpart hereof by facsimile or other electronic transmission shall be deemed for all purposes to be effective ... | Label: Counterparts |
93736c55-ec9e-44f3-878b-f3061580857d | Clause:
This Agreement, together with the other Loan Documents, comprises the complete and integrated agreement of the parties on the subject matter hereof and thereof and supersedes all prior agreements, written or oral, on such subject matter. In the event of any conflict between the provisions of this Agreement and ... | Label: Integration |
fea6afff-cf64-438c-8c4c-569c264d6bef | Clause:
AS A SPECIFICALLY BARGAINED FOR INDUCEMENT FOR EACH OF THE PARTIES HERETO TO ENTER INTO THIS AWARD AGREEMENT (AFTER HAVING THE OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL), THE COMPANY AND PARTICIPANT EACH EXPRESSLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY LAWSUIT OR PROCEEDING RELATING TO OR ARISING IN ANY WAY F... | Label: Waiver Of Jury Trials |
bca778dd-af17-44ec-b468-5625ee44c6b8 | Clause:
The payment of severance benefits provided under Section 4 are expressly conditioned on the Eligible Employee’s compliance with the obligations contained in this Section 5.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applica... | Label: General |
1284aac8-229b-4561-b1d6-46018c88ed24 | Clause:
Any determination by the Committee in connection with any question or issue arising under the Notice, the Plan or this Award Agreement shall be final, conclusive, and binding on the Participant, the Company, and all other persons.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustme... | Label: Interpretations |
7c2d4eed-f5be-418c-8ed9-463ef5dd3ba2 | Clause:
Upon a Change in Control the Committee, acting in its sole discretion without the consent or approval of any holder, shall affect one or more of the following alternatives, which may vary among individual holders and which may vary among Options or SARs (collectively “Grants”) held by any individual holder: (i)... | Label: Change In Control |
0496b8c8-11f4-44f7-9c90-24f64dbee5b1 | Clause:
This Agreement may be executed in multiple counterparts, each of which shall constitute an original, but all together shall constitute one and the same Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, ... | Label: Counterparts |
3b27e45b-9dc3-4202-bdf7-cce33a978d0e | Clause:
No finder, broker, agent, or other intermediary, acting on behalf of Seller is entitled to a commission, fee, or other compensation or obligation in connection with the negotiation or consummation of this Agreement or any of the transactions contemplated hereby.
Task: Classify this clause into ONE of these typ... | Label: Brokers |
b2cbc336-852f-4a52-a4ed-9b5f0130d800 | Clause:
Any communication provided for or permitted hereunder shall be in writing and, unless otherwise expressly provided herein, shall be deemed to have been duly given if delivered by courier or mailed by first class mail, postage prepaid, or if transmitted by facsimile and confirmed in a writing delivered or mailed... | Label: Notices |
6990cf4d-58ba-4790-a0e6-020192d1b2b1 | Clause:
Beginning on [**] and thereafter during the Term, each Party shall maintain commercial general liability insurance (including product liability insurance) from a recognized, creditworthy insurance company, with coverage limits of at least [**] US Dollars ($[**]) per claim and annual aggregate. Celgene may elect... | Label: Insurances |
95f8cf7a-1d4a-4e56-9797-a82f36a4b391 | Clause:
Notwithstanding anything to the contrary herein, Subtenant acknowledges that, under the Master Lease, both Master Landlord and Sublandlord have certain termination and recapture rights. Nothing herein shall prohibit Master Landlord or Sublandlord from exercising any such rights, and neither Master Landlord nor ... | Label: Terminations |
1f590c75-62f7-45d1-9b44-db2725328319 | Clause:
The Company and its Subsidiaries have filed all federal, state and other material tax returns and reports required to be filed, and have paid all federal, state and other material taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise ... | Label: Taxes |
929a8ed7-9cf7-459d-b0b1-36cffe29e650 | Clause:
No Seller has received notice of any Legal Proceedings pending or, to the Knowledge of the Company, threatened that question the validity of this Agreement or the Transaction Documents or any action taken or to be taken by a seller in connection with the consummation of the transactions contemplated hereby or t... | Label: Litigations |
4c8a9f6e-6248-43e4-998e-639234b5459a | Clause:
This Settlement Agreement may be executed in any number of counterparts, each of which shall be an original and all of which shall together constitute one and the same instrument. It shall not be necessary for any counterpart to bear the signature of all Parties hereto.
Task: Classify this clause into ONE of t... | Label: Counterparts |
84000019-eee1-4086-9d18-7a6d2150809e | Clause:
Each Stock Option agreement shall provide that, upon exercise of the Option, the Participant shall make appropriate arrangements with the Company to provide for not less than the minimum amount of tax withholding required by law, including without limitation Sections 3102 and 3402 or any successor section(s) of... | Label: Tax Withholdings |
6fb1c12d-0ec5-465b-a680-54198add6d8a | Clause:
Loan Parties shall execute and deliver such additional documents and take such additional action as may be reasonably requested by Administrative Agent to effectuate the provisions and purposes of this Amendment No. 3.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreeme... | Label: Further Assurances |
c3286858-8cc4-424b-b5b5-91b8eab8a15d | Clause:
Headings at the beginning of each article and section are solely for the convenience of the parties and are not a part of this Agreement. Whenever required by the context of this Agreement, the singular will include the plural and the masculine will include the feminine and vice versa. This Agreement will not b... | Label: Construction |
5e08e022-61b5-4a06-905c-62bcb28cbe6f | Clause:
Each and every right, remedy and power granted to Agent or Senior Creditors shall be cumulative and in addition to any other rights, remedy or power specifically granted herein or in the Loan Documents or now or hereafter existing in equity, at law, by virtue of statute or otherwise, and may be exercised by Age... | Label: No Waivers |
fc5b10a8-d578-41b1-a93d-9dfa242a3195 | Clause:
The Borrower will, and will cause each Subsidiary to, (i) timely file complete and correct United States federal and applicable state and local tax returns required by law and pay when due all taxes, assessments and governmental charges and levies upon it or its income, profits or Property, and (ii) pay and dis... | Label: Taxes |
eb1a4f56-8557-4503-adf1-5059d97dd0a3 | Clause:
The effective date of this Amendment is June 29, 2016 (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, Assignments, Assigns, Authority, Authorizations, Base Salar... | Label: Effective Dates |
70195790-b833-4023-b8d2-de29b3b55eca | Clause:
The SFR Subsidiary has good and marketable fee simple title to the Rental Property with full right to transfer and sell the Rental Property, free and clear of all liens.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable... | Label: Titles |
6cdf0f99-d3bd-4246-a24d-41ab03ab0070 | Clause:
For all purposes hereof, this Agreement shall be deemed effective as of the date first mentioned above.
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, Au... | Label: Effective Dates |
9674594f-aa46-487a-85a3-0e0cd413b83b | Clause:
This Agreement will be governed by the substantive laws of the State of Texas without regard to conflicts of law principles. Any dispute under this Agreement shall be filed in the courts of Harris County, Texas and the Parties waive all objections to such forum or venue, except if such other forum is required b... | Label: Governing Laws |
caa28d3c-2ce3-4b7a-aaf9-a8c4bc4ff2a6 | Clause:
EXCEPT AS OTHERWISE SPECIFIED IN ANY COLLATERAL DOCUMENT, 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 NEW YORK COUNTY (BOROUGH OF MANHATTAN) AND OF THE UNITED STATES DISTRICT COUR... | Label: Submission To Jurisdiction |
5b127529-b970-496e-bb79-cb46ea81759c | Clause:
Upon the Obligations becoming due and payable, the Agent may enforce payment of the Obligations and the Agent shall have the rights and remedies of a secured party under the PPSA and other applicable law together with those rights and remedies provided by the Credit Agreement, this Agreement or otherwise provid... | Label: Remedies |
f672b630-bfa8-42c0-980c-f812ba0b31f2 | Clause:
Except as otherwise provided herein, this Agreement and the other Transaction Agreements (and each of the agreements contemplated hereby and thereby) set forth the entire agreement and understanding among the Parties as to the subject matter hereof, and merge and supersede all prior discussions, agreements, and... | Label: Entire Agreements |
4c2e1daa-8770-46ad-81b2-99839ff8a425 | Clause:
To exercise its purchase or sale rights under Section 18.2.1 , 18.2.2 , 18.2.3 or 18.2.4 , as applicable, the non-Defaulting Shareholder shall provide notice thereof to the Defaulting Shareholder (the “ Default Option Exercise Notice ”). The closing of any such Transfer of Shares shall occur, subject to obtaini... | Label: Closings |
51484f8d-54ca-41ea-8bfc-573789ea65a7 | Clause:
Each of the Company and its Subsidiaries: (A) is and at all times has been in compliance with all statutes, rules, or regulations applicable to the ownership, testing, development, manufacture, packaging, processing, use, distribution, marketing, labeling, promotion, sale, offer for sale, storage, import, expor... | Label: Compliance With Laws |
e9db9cbe-5157-4033-b922-74be2ce75eff | Clause:
Prudentia l, the Compan y, and the Independent Fiduciary will cooperate in good faith to agree on communications to be provided prior to the Data Finalization Date to annuitants, including the Welcome Kit and the annuity certificates; provided, however, that the annuity certificates shall provide that the annui... | Label: Cooperation |
87a3d526-4356-49d2-a49b-6f2578e31c89 | Clause:
The respective rights and obligations of the parties that require performance following expiration or termination of this Agreement, including but not limited to Sections 1.6.2, 1.6.3 , 2,and 1, shall survive the expiration or termination of this Agreement, the Employment Term and/or the Executive's employment ... | Label: Survival |
92461847-6a58-4c49-a0ed-7ebb21483934 | Clause:
Any provision in this Agreement or in the Deed to the contrary notwithstanding, the covenants, agreements and obligations of Buyer set forth in this Section 5 shall survive Closing.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws... | Label: Survival |
3efaf8ea-7618-4299-9d06-f61f747f7d41 | Clause:
The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the Exchange Transactions contemplated will not (a) result in a violation of the Certificate of Incorporation, as amended, or other organizational document of the Company or any of its subsidiaries, a... | Label: No Conflicts |
dc8a852f-2065-4b10-803e-f2503f3dcb27 | Clause:
From time to time, at the request of either of Brushy or Lilis and without additional consideration, the Stockholders shall execute and deliver, or cause to be executed and delivered, such additional transfers, assignments, endorsements, proxies, consents and other instruments, and shall take such further actio... | Label: Further Assurances |
9fa66f50-cbf4-485a-821f-13b3d79c1628 | Clause:
Except as set forth on Schedule 5.10 , there are no judgments outstanding against any Credit Party or any of its Subsidiaries or affecting any property of any Credit Party or any of its Subsidiaries that constitute an Event of Default, nor is there any Litigation pending, or to the best knowledge of any Credit ... | Label: Litigations |
7e37d8c0-594a-42ea-b3ec-f10d0026ad22 | Clause:
The Purchase Price shall be paid to each Seller and, as applicable, such Seller’s Entities subject to any and all U.S. federal, state, local or foreign income, backup withholding or withholding taxes unless such Seller or, as applicable, such Seller’s Entities provide a properly completed and executed Internal ... | Label: Withholdings |
57024c3d-d124-4a9d-8ba6-0f675b520bae | Clause:
During the Term, prices shall be calculated in accordance with the price model set forth on Exhibit A (including those for Products added to Exhibit A as provided in Section 3 above). All prices shall be in U.S. Dollars. The purchase price shall include all costs for adequate packaging as suitable for transport... | Label: General |
58d3a033-a8d0-4316-bbc8-a5b146914759 | Clause:
For the convenience of the parties hereto, this Agreement may be executed in any number of separate counterparts, each such counterpart being deemed to be an original instrument, and all such counterparts will together constitute the same agreement. Executed signature pages to this Agreement may be delivered b... | Label: Counterparts |
f9a010cf-a34b-4600-8a3e-d06ffe620d8f | Clause:
A base salary (“Base Salary”) of three thousand three hundred sixty six ($3,365.38) dollars per week (i.e., payable at an annualized rate of one hundred seventy five thousand ($175,000) dollars per year) during the Employment Period, payable in accordance with the Company’s ordinary payroll practices. Any subse... | Label: Base Salary |
dc35c6e7-4674-431c-9f0d-94622c3485f5 | Clause:
The headings in this Agreement are for the purposes of reference only and shall not limit or otherwise affect the meaning hereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignmen... | Label: Headings |
0d180e75-a0dd-4b22-ac1a-5df8e7150c29 | Clause:
Except as otherwise expressly provided herein, this Agreement may be amended, modified, or waived only by a written instrument signed by the Service Provider, the Company, the CPPIB Service Provider and the PSPIB Service Provider. The CPPIB Service Provider and the PSPIB Service Provider shall each be express t... | Label: Amendments |
76939c57-34b5-4c63-9a85-9ab084b061cc | Clause:
Every provision of this Agreement is intended to be severable. If any term or provision of this Agreement shall be invalid, illegal or unenforceable for any reason, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired thereby. Any invalidity, illegality or une... | Label: Severability |
4f99f8bc-0aed-4ae2-83aa-8097b9109c51 | Clause:
If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (i) the validity, legality and enforceability of the remaining provisions of this Agreement (including without limitation, each portion of any section of this Agreement containing an... | Label: Severability |
cdeeeb49-7cce-4451-857b-8dded2d7d2f0 | Clause:
It is (i) duly organized, validly existing, and in good standing under the laws of the jurisdiction in which it is incorporated and (ii) duly licensed or qualified to do business and is in good standing under the Applicable Laws of each jurisdiction where its ownership or lease of property or the nature or cond... | Label: Existence |
ba55e296-d69b-4747-95bb-141e4fbcb9d5 | Clause:
The Buyer shall have all rights and remedies set forth in this Agreement and all rights and remedies which it has been granted at any time under any other agreement or contract and all of the rights which such holders have under any Law. Each party hereto shall be entitled to enforce its rights hereunder speci... | Label: Remedies |
56dda93d-8503-49b7-a566-95db91bf7026 | Clause:
The Grantees shall consist exclusively of non-employee Directors of the Corporation. Provided a Director otherwise meets the Service requirements for a Grant under the Plan, prior service as an employee of the Corporation shall not disqualify such Director from receiving a Grant under the Plan.
Task: Classify ... | Label: Participations |
b8d34b66-5648-4246-b241-3009f6159ac5 | Clause:
This Agreement shall be governed by, and be construed in accordance with, the laws of the State of Washington.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Author... | Label: Governing Laws |
1d3f6f44-9d2f-493e-bf35-6edf1b483df5 | Clause:
The validity, construction and effect of the Plan and any actions taken or relating to the Plan, shall be determined in accordance with the laws of the State of Michigan without regard to its conflict of law rules, and applicable federal law.
Task: Classify this clause into ONE of these types (exactly one labe... | Label: Governing Laws |
1c5f9129-e255-44f1-ac5d-e3fbff6d3bdb | Clause:
The Plan, the exercise of Options and the obligations of the Company to issue or transfer shares of Stock under Grants shall be subject to all applicable laws and to approvals by any governmental or regulatory agency as may be required. With respect to persons subject to Section 16 of the Exchange Act, it is th... | Label: Compliance With Laws |
ac4b926b-1430-490e-ab4c-146ea9742238 | Clause:
Any term or provision of this Agreement may be waived, or the time for its performance may be extended, by the Party or the Parties entitled to the benefit thereof. Any such waiver shall be validly and sufficiently given for the purposes of this Agreement if, as to any Party, it is executed by a writing signed ... | Label: Waivers |
d8e00ce8-991f-4a8a-bc6f-82112eb16579 | Clause:
Each party hereto shall execute and deliver such other documents and instruments as may be reasonably requested by the other party in order to consummate the matters contemplated herein.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption... | Label: Further Assurances |
d8c03b57-2ff7-42a5-a9d3-6b9cb4cd1d8f | Clause:
(1) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any of its Subsidiaries (i) that could reasonably be expected, individually or in the aggregate, to result in... | Label: Litigations |
fa3a8d2e-b974-4947-80f8-361ae000b38e | Clause:
Governmental Approvals . Each Credit Party and each Subsidiary thereof (i) has all Governmental Approvals required by any Applicable Law for it to conduct its business, each of which is in full force and effect, is final and not subject to review on appeal and is not the subject of any pending or, to the best o... | Label: Compliance With Laws |
dfdda80a-b307-480c-b6c0-49ab89932b8f | Clause:
Should any provision of this Separation Agreement require interpretation or construction, it is agreed by the parties that the entity interpreting or construing this Separation Agreement shall not apply a presumption against one party by reason of the rule of construction that a document is to be construed more... | Label: Construction |
7edb10cc-ccb0-4f66-b5f3-049ea8ca919e | Clause:
Executive shall be entitled to participate in all retirement, disability, pension, savings, health, medical, dental, insurance and other fringe benefits or plans of the Company generally available to executive employees of BioScrip, in accordance with and subject to the terms thereof, provided that Executive sh... | Label: Benefits |
62fa7d1f-bf24-4a0d-9e4e-8e08d67e1abf | Clause:
The Company shall make such deductions and withhold such amounts from each payment and benefit made or provided to Advisor hereunder, as may be required from time to time by applicable law, governmental regulation or order.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Ag... | Label: Withholdings |
8f96f7ca-3083-4592-8658-c2c13976c537 | Clause:
Custody of Crude Oil shall pass from PBF Holding to TVPC at the flange where it enters the Crude Pipelines or where it enters the fixed receiving flange of a Tank and to PBF Holding from TVPC at the flange where it exits the Crude Pipelines or at the fixed delivery flange on the receiving manifold of a Tank. Up... | Label: Titles |
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