id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
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|---|---|---|
22d7eec8-795a-4146-a2a8-d79d744673f5 | Clause:
(a) The Company agrees to indemnify and hold harmless each Holder of Common Stock covered by the Shelf Registration Statement, each Initial Purchaser, the directors, officers, employees, Affiliates and agents of each such Holder or Initial Purchaser and each person who controls any such Holder or Initial Purcha... | Label: Indemnifications |
6245b4b4-f6ba-4a13-a1d4-8c63a70a6420 | Clause:
This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. For purposes of this Agreement, a document (or signature page thereto) signed and transmitted by facsimile machine or other electronic means is to be trea... | Label: Counterparts |
c7be7b18-41ab-422c-91e6-2145d9773467 | Clause:
The Borrower will, and will cause each Subsidiary to, comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.
... | Label: Compliance With Laws |
155d9068-d001-4c92-80c9-d4da75a316f0 | Clause:
EACH TRANSACTION DOCUMENT TO WHICH THE SERVICER IS A PARTY CONSTITUTES THE LEGAL, VALID AND BINDING OBLIGATION OF THE SERVICER ENFORCEABLE AGAINST THE SERVICER IN ACCORDANCE WITH ITS TERMS, EXCEPT AS SUCH ENFORCEABILITY MAY BE LIMITED BY APPLICABLE BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM, RECEIVERSHI... | Label: Binding Effects |
9e542e82-5686-4165-80fb-4ea75764ee91 | Clause:
Collateral " shall have the meaning provided in Section 14.5(a) .
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 Salary, Benefits, B... | Label: Indemnity |
4c1ab0a2-f8db-4bb8-ba51-3895c62204a9 | Clause:
During the Term, the Chairman shall be entitled to the following benefits: (a) participation in the Company’s employee health and welfare benefit plans and programs and arrangements which are applicable to the Company’s senior executives as may be adopted by the Company from time to time, subject to the terms a... | Label: Benefits |
ffdb4294-d10c-4534-91fa-285fd526de8d | Clause:
Each Grantor irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether relating to this Agreement or the transactions relating hereto in any forum other than the courts of the State of New York sitting in N... | Label: Submission To Jurisdiction |
8a6e81c6-12fa-422d-aadb-a441609fe3f3 | Clause:
This Agreement constitutes the entire agreement between the parties and their Affiliates with respect to the subject matter hereof and this Agreement supersedes all prior agreements, understandings and negotiations, both written and oral, between the parties or their Affiliates with respect to the subject matte... | Label: Entire Agreements |
0beb54b7-ab07-4cb0-a9a6-7c018f7edc7b | Clause:
No delay on the part of the Bank in the exercise of any right, power or remedy shall operate as a waiver thereof, nor shall any single or partial exercise by the Bank of any right, power or remedy preclude the further exercise thereof, or the exercise of any other right, power or remedy.
Task: Classify this cl... | Label: Waivers |
e5e04904-cebd-4273-a464-516664ca71d8 | Clause:
This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their heirs, personal representatives, successors and assigns. Participant hereby agrees to accept as binding, conclusive and final all decisions and interpretations of the Compensation Committee upon any questions ari... | Label: Binding Effects |
cf720671-e1dd-4ad9-ac8a-feb298e441c8 | Clause:
Without prejudice to the survival of any other agreement hereunder, the agreements and obligations of the Company contained in this Section 2.12 , and the agreements and obligations of all Persons under Section 2.12(g) , shall survive the payment in full of principal and interest hereunder.
Task: Classify this... | Label: Survival |
0eb6f1a3-7e42-4835-a2f5-40aa2b992784 | Clause:
The Agreement will be interpreted and applied in accordance with the substantive laws of the State of New York, U.S.A. without giving effect to its choice of law or conflict of law provisions, rules or procedures (except to the extent that the validity, perfection or creation of any lien or security interest he... | Label: Governing Laws |
2e34cf0e-8672-446c-a339-975b568c8de1 | Clause:
Without limiting the restrictions set forth in clauses (a) and (b) above, if immediately prior to the creation, assumption or incurrence of a Lien or Negative Pledge, or immediately thereafter, a Default or Event of Default is or would be in existence (including arising from non-compliance with any financial co... | Label: Liens |
deb42f94-616a-4b20-b64f-ccdc20dbb5d3 | Clause:
For purposes of this Section 3.7 , the term “applicable law” includes FATCA.
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 Salary, ... | Label: Defined Terms |
f24223a5-908b-4cd6-a5c2-79565dd71c6d | Clause:
This Lease is binding upon any party who legally acquires any rights or interest in this Lease from Landlord or Tenant; provided, however, Landlord shall have no obligation to Tenant’s successor unless the interest of Tenant’s successor in this Lease is acquired in accordance with the provisions of this Lease. ... | Label: Binding Effects |
4e9f2b02-332c-4fd1-a9ac-c2c4f5de94ca | Clause:
Each PBCA represents the right to receive a cash payment on a future date based upon the attainment of certain financial performance goals and continued employment, on the terms and conditions set forth herein, in the Notification and in the Plan, the applicable terms, conditions and other provisions of which a... | Label: General |
7138077f-e81f-427d-ae64-e4ed92abd343 | Clause:
Each member of the Pershing Square Group represents and warrants to the Company that (a) Pershing Square, as the authorized signatory of such member of the Pershing Square Group, has the power and authority to execute this Letter Agreement and to bind such member of the Pershing Square Group thereto, (b) this L... | Label: Powers |
aed291f6-eedf-4fbd-b7e6-4993f00be41f | Clause:
The Owner will indemnify the Bank, its officers, directors, employees, and agents against claims, liabilities, and expenses arising out of this Agreement, except to the extent the claims, liabilities, or expenses are caused by the Bank’s gross negligence or willful misconduct.
Task: Classify this clause into O... | Label: Indemnity |
ac05d147-78a1-4a60-8c9e-233f74ed616d | Clause:
This Agreement may be executed in counterparts, including by facsimile or electronic transmission, and each counterpart will have the same force and effect as an original and will constitute an effective, binding agreement on the part of each of the undersigned.
Task: Classify this clause into ONE of these typ... | Label: Counterparts |
b56a7cbf-9b7c-4d84-8c17-edaa3a8390ae | Clause:
Except as set forth in the SEC Filings, there is no action, suit, proceeding, inquiry or investigation before or by the Trading Market, any court, public board, other Governmental Entity, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Compan... | Label: Litigations |
6850cb82-17db-432e-9086-00af2c60beae | Clause:
In the event that the Executive suffers a Disability, the Company shall have the right to sever the Executive’s service with the Company by delivery of a Notice of Separation from Service and the Date of Separation from Service shall be as specified in Section 1.8(c).
Task: Classify this clause into ONE of the... | Label: Disability |
234d3c15-6482-4e61-958b-1b53c7e9c964 | Clause:
The Company has been duly incorporated and is existing and in good standing under the laws of the State of Delaware, with corporate power and authority to own its properties and conduct the businesses in which it is currently engaged and the Company is duly qualified to do business as a foreign corporation in g... | Label: Existence |
20d549f5-875b-4d97-9998-62d4c0ddb3e3 | Clause:
Both parties shall agree on any press release related to the signing of this Agreement; provided, however, that either party may release information reasonably deemed necessary by their respective securities counsel under applicable governing laws. Except for the foregoing, UNFI will not (i) use for any reason ... | Label: Publicity |
74c11a9c-f93f-4811-a06c-fe294367b03b | Clause:
Landlord and Tenant each represent to the other that it has had no dealings with any real estate broker, agent or finder in connection with the negotiation of this Amendment, except for Lora Munson of Coldwell Banker Commercial (“Broker”), and that they know of no other real estate broker, agent or finder who i... | Label: Brokers |
709be110-cdfb-4845-8751-9637eca88923 | Clause:
All covenants, agreements, representations and warranties made by the Borrowers herein and in the certificates or other instruments delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of ... | Label: Survival |
beecdc07-1f62-4a54-a171-6691de2d9a91 | Clause:
(a) Schedule 5 lists all (i) registered Intellectual Property owned by such Grantor in its own name on the date hereof and (ii) Intellectual Property Licenses.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, App... | Label: Intellectual Property |
68500d38-91ec-4f73-8394-b986a7001914 | Clause:
The Expiration Date of this Warrant is as set forth on the first page of this Warrant. The Company may, in its sole discretion, extend the expiration date of this Warrant. If such extension requires additional consideration or additional transactions, then the Company undertakes to offer the same terms to all H... | Label: Vesting |
00da9ea4-bd61-4f57-a7b8-a774a44de2b7 | Clause:
As of the Effective Date, set forth in Schedule 3.12 is a complete and correct list of all of the Subsidiaries together with, for each such Subsidiary, (i) the full and correct legal name, (ii) the type of organization, (iii) the jurisdiction of organization, (iv) if applicable, whether it is a Subsidiary Guara... | Label: Subsidiaries |
13033283-72af-4492-9b6f-965e23924232 | Clause:
All terms of this Agreement shall be governed and enforced in accordance with the laws of the State of Texas, without regard to conflict of law principles. The parties agree that any dispute arising out of this Agreement will be litigated solely and exclusively in the state or federal courts of Harris County, T... | Label: Governing Laws |
7bb72d08-5044-4143-abaa-60ee27b1474f | Clause:
The proceeds of the Initial Term Loans shall be used for the Closing Date Refinancing and to pay related fees and expenses. The proceeds of the Delayed Draw Term Loans shall be used to refinance the Convertible Notes or any Revolving Loan used to prepay or redeem the Convertible Notes prior to their maturity an... | Label: Use Of Proceeds |
c0d3711e-2dfb-4947-ae10-2ff307c59599 | Clause:
Following the Termination Date, the Executive agrees to fully cooperate with and provide reasonable assistance to the Company and its counsel in connection with any general business matters, transition of work, agency investigations or audits or litigation or corporate matters, and to be reasonably available to... | Label: Cooperation |
92f3f91d-8ffb-431c-b26e-b5f2a81e3cc4 | Clause:
In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, each of the Purchasers and the Company will be entitled to specific performance under the Transaction Documents. The parties agree that monetary damages may not be adequate compensation for any... | Label: Remedies |
2831176c-bcda-472b-b3f3-dbe6d7d6632f | Clause:
Except for the filing of the Company’s Listing of Additional Shares Application with the Principal Market, the Company is not required to obtain any consent from, authorization or order of, or make any filing or registration with (other than the filing with the SEC of the Prospectus Supplement and any other fil... | Label: Consents |
5a7a7ed1-c7cd-4559-9391-22da07ed8284 | Clause:
Subject to the recording of an Assignment by the Term Agent in the Register pursuant to Section 1.4(b) , (i) the assignee thereunder shall become a party hereto and, to the extent that rights and obligations under the Loan Documents have been assigned to such assignee pursuant to such Assignment, shall have the... | Label: Effectiveness |
b44aadae-b861-4c18-9ae2-2b7e15fe816b | Clause:
Except as set forth below, no public release or announcement concerning the transactions contemplated hereby shall be issued by the Company or the Investors without the prior consent of the Company (in the case of a release or announcement by the Investors) or the Investors (in the case of a release or announce... | Label: Publicity |
e2c39595-aac7-4ec5-a1a9-f47d9c58135f | Clause:
Each Party shall have and maintain during the Term the types and amounts of insurance set forth in Section 10.5 of the License Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, A... | Label: Insurances |
bbc834bf-e8a0-4ea4-8fe4-05489dceadfa | Clause:
The Parent and the Borrower have disclosed to the Administrative Agent and the Lenders all agreements, instruments and corporate or other restrictions to which it or any of its Subsidiaries, JV Subsidiaries, or any other Loan Party is subject, and all other matters known to it, that, individually or in the aggr... | Label: Disclosures |
4cc2cbd0-c9dc-4b6e-abb2-197df6b84140 | Clause:
The Partnership and the Holder agree (a) the Warrant is properly treated, for U.S. federal income tax purposes, as a noncompensatory option (as defined in U.S. Treasury regulation section 1.721-2(f)); (b) the Warrant will not be treated as exercised, for U.S. federal income tax purposes, upon issuance and, thus... | Label: Taxes |
d34fd43c-279d-4f8e-bbeb-cd5a76bd135f | Clause:
If claimants continue to dispute the benefit denial based upon completed performance of this Plan and the Joinder Agreement or the meaning and effect of the terms and conditions thereof , then claimants may submit the dispute to mediation, administered by the American Arbitration Association (“AAA”) (or a media... | Label: Arbitration |
d196cbd8-f4f2-4138-8d05-7ed6dc67f16e | Clause:
On the Closing Date, subject to the terms and conditions hereof, each Purchaser hereby agrees to purchase from the Company, and the Company hereby agrees to issue and sell to each Purchaser, the shares of Preferred Stock (the “ Purchased Shares ”), the Series A Warrant with respect to Warrant Shares and the Ser... | Label: Closings |
378a20ad-53b4-4682-ae50-efad819af666 | Clause:
Employer shall reimburse Executive for all ordinary and necessary business expenses reasonably incurred by him in the performance of Executive's duties under this Agreement, subject to the presentment and approval of appropriate itemized expense statements, receipts, vouchers or other supporting documentation i... | Label: Expenses |
7246b5fb-4db9-4def-852e-324352dacd0b | Clause:
During the Term, if, as a result of physical or mental incapacity or infirmity, Employee shall be unable to perform his duties under this Agreement for period of at least 120 continuous days during any employment period of twelve (12) consecutive months (each a “ Disability Period ”), the Company, by notice to ... | Label: Disability |
8e080005-cf15-414c-b2aa-8602600e18f9 | Clause:
The Bank shall pay or reimburse the Executive for all reasonable travel and other expenses incurred by the Executive in the performance of his services under this Agreement. The Bank further agrees to provide the Executive with the full time use of an automobile of a make and model selected by the Executive, no... | Label: Expenses |
21cae383-fd2e-4d02-9c9d-e158695c05e7 | Clause:
No provision of this Agreement or of any documents or instrument entered into, given or made pursuant to this Agreement may be amended, changed, waived, discharged or terminated except by an instrument in writing, signed by the Party against whom enforcement of the amendment, change, waiver, discharge or termin... | Label: Amendments |
01a71b0c-a02c-484c-8de4-db853be78cf1 | Clause:
Should any clause, sentence, paragraph or Section of this Guaranty be judicially declared to be invalid, unenforceable or void, such decision will not have the effect of invalidating or voiding the remainder of this Guaranty, and the parties hereto agree that the part or parts of this Guaranty so held to be inv... | Label: Severability |
beb19a68-8124-4428-8cff-fc616c8639bf | Clause:
The remedies in this ARTICLE VIII are in addition to, not in limitation of, any other right, power, privilege, or remedy, either in law, in equity, or otherwise, to which the Lender may be entitled. No failure or delay on the part of the Lender in exercising any right, power, or remedy will operate as a waiver... | Label: No Waivers |
ae9eb9dc-98ef-4580-b46d-e6049885006c | Clause:
Set forth on Schedule 5.21(b) , as of the Effective Date and as of the last date such Schedule was required to be updated in accordance with Section 6.02, is a list of all registered or issued Intellectual Property (including all applications for registration and issuance) owned by each of the Loan Parties or t... | Label: Intellectual Property |
6e471124-2eaf-4e8d-bb90-abf1cf7aa2b8 | Clause:
Unless specifically provided herein, this Agreement and the Employment Agreement contain all the understandings and representations between Executive and Employer pertaining to the subject matter hereof and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both ... | Label: Entire Agreements |
aef741d3-33b2-449d-b304-2d6e1e9cedbd | Clause:
Any assignment or transfer of any portion or all of this Warrant shall be made by surrender of this Warrant to the Partnership at its principal office with the form of assignment attached as Appendix A hereto duly executed. In such event, the Partnership shall, without charge, execute and deliver a new Warrant ... | Label: Assignments |
44d96ddb-59c7-4397-8573-6d641e96a4db | Clause:
THE UNDERSIGNED DOES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED ON OR WITH RESPECT TO THIS GUARANTY OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR RELATING OR INCIDENTAL HERETO. THE UNDERSIGNED DOES HEREBY CERTIFY THAT NO REPRESENTATIVE ... | Label: Waiver Of Jury Trials |
ce9f4918-1fac-451c-bcf5-bc88f29b2a7d | Clause:
Tenant agrees that the terms of this Lease are confidential and constitute proprietary information of the parties and that disclosure of the terms could adversely affect the ability of Landlord to negotiate with other tenants or prospective tenants of the Project. Tenant agrees that Tenant and its partners, off... | Label: Confidentiality |
e58ac33e-465a-49f9-a250-6101c4ae4314 | Clause:
Execute any further instruments and take further action as Bank reasonably requests to perfect or continue Bank’s Lien in the Collateral or to effect the purposes of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws... | Label: Further Assurances |
0ccbdfc1-958c-4acc-b59c-123899fd518f | 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 the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “ Participant ”) in all or a portion of such Lender’s rights an... | Label: Participations |
ce1b0131-ca10-464c-9c79-9628b952ed4b | Clause:
This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the Commonwealth of Massachusetts. Both parties agree to exclusive venue in the state (Middlesex County) or federal courts located in the Commonwealth of Massachusetts.
Task: Classify this clause into ONE of... | Label: Governing Laws |
8455fdba-cc2d-43e8-879b-d1ab547ae0ca | Clause:
The interest rate in respect of the Incremental Term Loans shall be the interest rate applicable to the Existing Term Loans as of the Incremental Effective Date.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, A... | Label: Interests |
1044730c-7882-452f-9ffa-82bcbc98e4e2 | Clause:
All information relating to or concerning the Company or any of its Subsidiaries set forth in this Agreement and provided to the Purchasers pursuant to Section 2(d) hereof and otherwise in connection with the transactions contemplated hereby is true and correct in all material respects and the Company has not o... | Label: Disclosures |
3e947842-5c05-4f9f-adae-962a54bb114d | Clause:
The Borrower will, and will cause each Subsidiary to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges and franchises material to the conduct of its business unless the failure to do so could not re... | Label: Existence |
8dddb781-bf22-4f57-a732-910dfbbf9908 | Clause:
This Transfer Agreement may not be amended or any provision hereof waived or modified except by an instrument in writing signed by each of the parties hereto.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Appr... | Label: Amendments |
ed9328b1-3b7d-4ecc-8f4a-76497ff771bd | Clause:
No amendment to this Agreement may be made without the consent of the General Partner. The General Partner may amend this Agreement in any respect without the consent of the Limited Partners, except where the consent of Limited Partners is otherwise required under the other provisions of this Agreement, in whi... | Label: Amendments |
37f9c7e1-58f2-4204-acce-f42783d24837 | Clause:
Notwithstanding anything else herein, this Letter Agreement is personal to you and neither this Letter Agreement nor any rights hereunder may be assigned by you. Artisan may assign this Letter Agreement to an affiliate or to any acquiror of all or substantially all of the business and/or assets of Artisan, in w... | Label: Assignments |
87155a43-bba8-4bc8-9ed1-94a4e6c11c24 | Clause:
This Agreement, the Deed of Indemnification dated as of DATE and the Employee Agreement with respect to Inventions and Proprietary Information dated DATE between the Company and Executive, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior agree... | Label: Integration |
f9733f27-546a-470d-bfe7-abbb775785d4 | Clause:
Each of the Loan Parties owns or has the right to use, under valid license agreements or otherwise, all patents, licenses, franchises, trademarks, trademark rights, service marks, service mark rights, trade names, trade name rights, trade secrets and copyrights (collectively, “ Intellectual Property ”) necessar... | Label: Intellectual Property |
2b1fb7af-83bf-4c64-9d9d-16d627f4eee4 | Clause:
Executive shall initially be paid an annualized Base Salary, payable in accordance with the regular payroll practices of the Company, of $420,000. No less frequently than annually, the Executive’s Base Salary shall be reviewed by the Compensation Committee who may (but is not obligated to) adjust such Base Sal... | Label: Base Salary |
f8cc138e-7331-44fb-96b5-1a38cde81946 | Clause:
Subject to Section 10.28 hereof, Borrower has obtained and has delivered to Lender evidence reasonably satisfactory to Lender that Policies reflecting the insurance coverages, amounts and other requirements set forth in this Agreement are in place. No claims with respect to the Property have been made or are cu... | Label: Insurances |
33e8b308-68e3-403c-a80f-b556513acb6c | Clause:
All questions concerning the validity, construction and effect of this Agreement shall be governed by the laws of the State of Delaware, without reference to principles of conflict of laws. Any dispute concerning this Agreement will be resolved exclusively in the state or federal courts in Harris County, Texas,... | Label: Governing Laws |
789bbf52-e3d9-4ee8-a173-b659296cea4f | Clause:
In the event of termination pursuant to Section 4.2, the license and release granted to Licensee and its Affiliates hereunder shall terminate as of the date that such termination takes effect and Licensor shall retain its rights and remedies for such breach. The provisions of Sections 1, 2 (only as applicable ... | Label: Survival |
216bb197-db14-4f64-9a4e-f7013f9dc693 | Clause:
Notwithstanding the foregoing, so long as Tenant is a publicly traded company on an "over-the-counter" market or any recognized national or international securities exchange, the foregoing shall not apply so long as Tenant's current public annual report (in compliance with applicable securities laws) for such a... | Label: Financial Statements |
e98f7c60-e6da-4ef5-b1f0-5cccb26164c4 | Clause:
Borrower has good, marketable and insurable fee simple title to the real property comprising part of the Property and owns the balance of the Property, free and clear of all Liens whatsoever except the Permitted Encumbrances, such other Liens as are expressly permitted pursuant to the Loan Documents and the Lie... | Label: Titles |
435a2a27-f58e-41f3-9dd2-abb07687d96b | Clause:
All of the covenants and provisions of this Warrant by or for the benefit of the Company or the holder of this Warrant shall bind and inure to the benefit of their respective successors and assigns hereunder.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amend... | Label: Assigns |
042d41a5-182d-4c65-8be7-a43b3570055e | Clause:
NBPC shall have performed and complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by each of them on or prior to the Closing Date.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendme... | Label: Agreements |
c1e333b4-b0a4-482c-8dd8-131657cee6ff | Clause:
Notwithstanding anything in this Agreement to the contrary, but subject to Appendix B, which could negate the treatment provided by this Section 5(a) as a result of Section 280G of the Code, in the event of a Defined Termination of a Participant before the Vesting Date, the Participant’s Option shall immediatel... | Label: Vesting |
66ede0ae-a2b7-4519-a2f0-203f9ae94c5b | Clause:
All capitalized terms used, but not otherwise defined, herein, including in the introductory and recital paragraphs above, shall have the meanings assigned thereto in Annex A of the Credit Agreement. The rules of interpretation contained in Sections 1.2 and 1.3 of the Credit Agreement shall apply to this Amendm... | Label: Definitions |
0888e550-6fcf-49cd-821b-7750342e20ca | Clause:
EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT SITTING IN NEW YORK COUNTY, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION O... | Label: Submission To Jurisdiction |
2e57ae62-7d95-44c4-8ad7-84479366ec80 | Clause:
Notwithstanding principles of conflicts of law of any jurisdiction to the contrary, all terms and provisions to this Agreement are to be construed and governed by the laws of the State of New York without regard to the laws of any other jurisdiction in which the Executive resides or performs any duties hereunde... | Label: Governing Laws |
df892d23-d684-4b3a-a50c-ce21ecc939da | Clause:
The parties agree that this Agreement shall be governed by the laws of the State of New York and that venue for an action between the parties that arises out of this Agreement shall be in New York county, State of New York. In the event an ambiguity or question of intent or interpretation arises, this Agreement... | Label: Governing Laws |
6e252996-5865-4b04-99d0-48481bb9b4b8 | Clause:
The headings of the Sections of this Agreement are provided for convenience only and are not to serve as a basis for interpretation or construction and shall not constitute a part, of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, An... | Label: Headings |
36803c91-26cd-4e2d-af6b-f8ac2bdec82e | Clause:
This Agreement, including the Employee Nondisclosure and Proprietary Rights Assignment Agreement which is incorporated herein, those documents expressly referred to herein, and those documents by which Employee is entitled to compensation, benefits or remuneration under this Agreement, contain the entire agreem... | Label: Entire Agreements |
f2685a74-d7b8-4130-a47d-c550e4a94bd6 | Clause:
In consideration of an Investor’s execution and delivery of this Agreement and acquiring the Securities hereunder and in addition to all of the Company’s other obligations under the Transaction Documents to which it is a party, subject to the provisions of this Section 8.2, the Company shall indemnify and hold ... | Label: Indemnifications |
bf637f5e-26e3-4a30-a6f5-4caba7dfb507 | Clause:
Options will vest if the Participant has been actively employed by the Company or an Affiliate from the Grant Date through the vesting date. Active employment does not include any potential severance period.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendm... | Label: Vesting |
3ca616c7-f670-411b-a952-c433e162f274 | Clause:
The parties shall have all remedies at law and in equity for any default under this Agreement. In addition, any default under this Agreement shall be deemed to be a default under each of the Master Leases.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendmen... | Label: Remedies |
605c5d78-5a38-4f1e-8f66-f0ae7e05ae2d | Clause:
Each Borrower waives any right to require the Administrative Agent, the Security Agent, the Issuing Lenders or the Lenders to (i) proceed against any other Borrower, any Guarantor or any other party, (ii) proceed against or exhaust any security held from any Borrower, any Guarantor or any other party or (iii) p... | Label: Waivers |
edcbca8f-c0ec-4fd0-b46f-778f8c4610a7 | Clause:
The Company hereby employs Executive, and Executive accepts such employment and agrees to perform services for the Company, for the period and upon the other terms and conditions set forth in this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendm... | Label: Employment |
a49a980e-9251-4320-9276-d84716edf891 | Clause:
METABOLIX owns all right, title and interest and has good and marketable title to the INTEGRATED P4HB STRAINS. METABOLIX owns all right, title and interest and has good and marketable title to the ASSIGNED METABOLIX PATENT RIGHTS and INTEGRATED P4HB STRAIN PATENT RIGHTS, including without limitation all rights,... | Label: Titles |
9b9c96aa-7ae2-4324-8cbb-56da5a5f3c85 | Clause:
The Company hereby agrees to employ the Executive, and the Executive hereby agrees to be employed by the Company, subject to and upon the terms and conditions set forth in this Agreement, for a term (the “ Term ”) which shall commence on September 1, 2016 (the “ Effective Date ”) and end at the end of the fisca... | Label: Terms |
6c0526c3-3520-4003-8190-b7d87d4b0eeb | Clause:
This Guaranty and any amendment hereof may be executed in several counterparts and by each party on a separate counterpart, each of which when so executed and delivered shall be an original, and all of which together shall constitute one instrument. In proving this Guaranty it shall not be necessary to produce... | Label: Counterparts |
685f5bf9-c484-4b2b-ae1c-2f17f4848d0b | Clause:
The parties hereto intend all provisions of this Agreement to be enforced to the fullest extent permitted by law. The provisions of this Agreement are severable. The covenants on the part of the Executive contained in the Protective Covenants shall be construed as independent covenants and agreements of the Exe... | Label: Severability |
379d30e0-2614-45c6-bbfb-5808abd2f18b | Clause:
In the event that any provision of this Agreement, the Note, the Warrant or any other agreement or instrument delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and... | Label: Severability |
fcde9bd9-5e88-4218-aee6-c2c6eea7c863 | Clause:
The Borrower has disclosed to the Lenders all agreements, instruments and corporate or other restrictions to which it or any of its Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. None of the... | Label: Disclosures |
7b698035-333d-4f06-8028-538309c87e3b | Clause:
In the event of any event described in Section 3(h) of the Plan occurring after the Date of Grant, the adjustment provisions as provided for under Section 3(h) of the Plan shall apply to the Restricted Stock.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amen... | Label: Adjustments |
ba5711e3-aba5-4dcb-a7b4-96beb1f67c11 | Clause:
In the event of a breach of any of the Employee’s covenants under this Paragraph 12, the Employee shall return to the Company any Common Stock obtained under this Agreement in exchange for the purchase price (if any) the Employee paid for such Common Stock. If the Employee has sold, transferred, or otherwise di... | Label: Remedies |
571de18f-8b8f-4e45-b81a-c17feacace97 | Clause:
BUYER ACKNOWLEDGES AND AGREES THAT, EXCEPT TO THE LIMITED EXTENT EXPRESSLY SET FORTH IN ARTICLE IV AND ARTICLE V AND IN ANY TRANSACTION DOCUMENT, (A) NEITHER SELLER NOR ANY OF SELLER’S AFFILIATES MAKE ANY REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY, IMPLIED, WRITTEN, ORAL OR OTHERWISE AND (B) SELLER, FOR ITS... | Label: Warranties |
d5eab9d9-5a48-409a-abda-9088acd35d14 | Clause:
The representations and warranties of the Company shall be true and correct as of each applicable Representation Date as though made at such time. The Company shall have performed, satisfied and complied with all covenants, agreements and conditions required by this Agreement to be performed, satisfied or compl... | Label: Warranties |
000ef241-6c4e-4ef2-a1af-cfd93b94f3a8 | Clause:
The Option is being issued pursuant to Article 6 (Stock Option) of the Plan. The Option is subject to the terms of the Plan. The Executive acknowledges receipt of the Plan booklet which contains the entire Plan, and the Executive represents and warrants that the Executive has read the Plan. Additional copies of... | Label: Construction |
d19acbc4-df03-4632-bb57-dab31b0a5542 | Clause:
This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all such counterparts shall together constitute but one and the same Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corrupti... | Label: Counterparts |
2db537a8-1b7e-4523-8684-8af1ad0cddcf | Clause:
Except as otherwise set forth below in this Section 2.8(1), Seller shall not, without the prior written consent of Buyer, retain, use, reveal or make accessible to any Person any of the Mint Business Confidential Information (as hereinabove defined). For purposes of this Section 2.8(1), the term “Mint Business ... | Label: Confidentiality |
dee88104-02cb-46a9-8424-983a941900a0 | Clause:
The Company's obligation to pay or provide any benefits to the Executive following Termination (other than in the event of death pursuant to Section 4.2) is expressly subject to the requirement that (i) the Executive execute the release in the form attached hereto as Exhibit B (the “Release”) prior to the 60 th... | Label: Releases |
4aaae052-54ad-43ac-9c29-64115583c226 | Clause:
Except as otherwise expressly set forth herein, this document 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 m... | Label: Entire Agreements |
dabfe696-842c-4218-a6b9-1dd024921fac | Clause:
This Agreement may be executed in any number of counterparts each of which shall be deemed to be an original but all of which when taken together shall constitute one agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Ap... | Label: Counterparts |
1a48f773-e1e3-4763-b5d0-5082c2ecfd43 | Clause:
The Borrower and each other Credit Party irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, any Lender, any Issuing Lender, the ... | Label: Submission To Jurisdiction |
b3e80728-664c-4bb9-93ea-fce4f78f3262 | Clause:
Neither Licensee nor Licensor shall assign any of its rights or delegate any of its obligations hereunder without the prior written consent of the other party; provided, however, that either Licensee or Licensor may assign its rights, in whole, without such consent, to (a) one of its wholly owned subsidiaries, ... | Label: Assignments |
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