id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
9a14c073-e722-406d-92a0-f5ad2284c068 | Clause:
The closing of the sale of PIPE Shares contemplated hereby (the “ Closing ”) is expected to occur immediately prior to the closing of the Nexeo Business Combination. Upon not less than two (2) business days’ written notice from (or on behalf of) the Company to the undersigned (the “ Closing Notice ”) that the C... | Label: Closings |
bb8fad60-1bd8-4fa4-a3c2-75be9768bccd | Clause:
This Agreement shall be interpreted, construed and enforced in all respects in accordance with the laws of the State of New Jersey, with the exception of its conflict of laws rules. Any action to enforce the provisions of this Agreement or arising under or by reason of this Agreement shall be brought exclusivel... | Label: Venues |
0f17c7c4-a747-41a0-ae21-fea68f9c95bb | Clause:
It and its Subsidiaries each has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which it or such Su... | Label: Taxes |
ca6fd6c8-6ced-4d0a-95e8-07280db3d377 | Clause:
This Agreement may be executed in one or more counterpart signature pages (including via email in PDF format or other electronic counterpart signature pages), each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.
Task: Classify this clause into O... | Label: Counterparts |
11e444c4-502a-4f2b-9b92-16f7a53f7e24 | Clause:
Buyer and Seller shall pay the fees and expenses of its counsel, accountants, experts, other representatives and all other expenses incurred by any of them incident or relating to the negotiation, preparation and execution of this Agreement and the transactions contemplated hereby, and the performance by it of ... | Label: Expenses |
9182ddf6-a068-4599-bdca-5f39a309f034 | Clause:
The parties executing this Agreement warrant and represent that they are over the age of eighteen (18) and that they do not suffer from any legal disabilities or mental/physical disabilities which would disable or incapacitate them, even in part, from executing this Agreement. The parties executing this Agreeme... | Label: Authority |
2c1831bf-cd54-4363-9d78-7b47d641ac18 | Clause:
The original policy or policies of insurance, a certified true copy thereof and an original endorsement to the policy or policies of insurance issued by the approved insurance company that endorses the policy or policies to add Lender as the mortgagee, loss payee and/or additional insured as its interests may a... | Label: Insurances |
43e40bc9-6eb4-479b-af03-029a2e9c0f56 | 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 |
daa7908e-04ea-4155-bd48-35cb658c2284 | Clause:
No default by the Company exists in the due performance under any material agreement to which the Company is a party or to which any of its assets is subject (collectively, the “ Company Agreements ”), except where such defaults do not, individually or in the aggregate, have a Material Adverse Effect. The Compa... | Label: No Defaults |
e98d4bee-ce8c-4de1-8063-eb35f12b2fe1 | Clause:
This Agreement has been duly executed and delivered by Holdings and the Borrower and constitutes, and each other Loan Document when executed and delivered by each Loan Party that is party thereto will constitute, a legal, valid and binding obligation of such Loan Party enforceable against each such Loan Party i... | Label: Enforceability |
441163ba-f08b-45b6-80fb-5ecac17db4a2 | Clause:
This Agreement shall not be assignable by either Party to any Third Party hereto without the written consent of the other Party hereto; except: (i) either Party may assign this Agreement without the other Party’s consent to an entity that acquires substantially all of the business or assets of the assigning Par... | Label: Assignments |
41c0fc19-151e-4c93-882d-4bbd01ff5831 | Clause:
This Agreement shall bind and inure to the benefit of the respective successors and assigns of each of the parties; provided , that no Borrower may assign this Agreement or any rights or duties hereunder without the Lenders’ prior written consent and any prohibited assignment shall be absolutely void ab initio.... | Label: Successors |
b148fdb1-4e1b-498d-bb89-647a48b37a37 | Clause:
Except as specified on Schedules 7.9.1 and 7.14.6 , to Spectrum’s Knowledge, the registered or issued Business-Specific Licensed IP is, valid and enforceable (or, in the case of applications for Patent Rights, are pending) in the Licensed Territory.
Task: Classify this clause into ONE of these types (exactly o... | Label: Enforceability |
8e39d753-457b-4b35-894c-2ac017682d9a | Clause:
The Company agrees to indemnify and defend ACA in accordance with the provisions of Annex A hereto, which is incorporated by reference and made a part hereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Appr... | Label: Indemnifications |
88e6deea-0358-44de-b3de-802e97141361 | Clause:
The Participant agrees that, upon reasonable notice and without the necessity of the Company’s obtaining a subpoena or court order, the Participant shall provide reasonable cooperation in connection with any suit, action or proceeding (or any appeal from any suit, action or proceeding), and any investigation or... | Label: Cooperation |
3282f43a-f75e-457d-b840-f58b2f34ae90 | Clause:
The Administrator will make such provision for the withholding of taxes as it deems necessary. The Administrator may, but need not, hold back shares of Stock from an Award or permit a Participant to tender previously owned shares of Stock in satisfaction of tax withholding requirements. For the avoidance of dou... | Label: Taxes |
b24dee85-eb9e-442a-9440-96629224a451 | Clause:
The JSC and any subcommittee shall have only the powers assigned expressly to it in this Article 2 (Research Collaboration) and elsewhere in this Agreement, and shall not have any power to amend, modify or waive compliance with this Agreement. In furtherance thereof, each Party shall retain the rights, powers ... | Label: Authority |
967171f2-b305-44af-af66-17a2751a81d9 | Clause:
The failure of the Manufacturer at any time to require performance by the Distributor of any provision hereof shall in no way affect the right of the Manufacturer hereafter to enforce same, nor shall waiver by the Manufacturer of any breach of any provision hereof be taken or held to be a waiver of any succeedi... | Label: Waivers |
01020f62-f029-4308-9a7e-91acd2b1b699 | Clause:
Whenever any payment of cash is to be made by the Company to any Person pursuant to this Note, unless otherwise expressly set forth herein, such payment shall be made in lawful money of the United States of America by a certified check drawn on the account of the Company and sent via overnight courier service t... | Label: Payments |
8d5f33a9-0a91-4e3a-a80c-107a0328f0c1 | Clause:
In consideration for the provision of the Transition Services, the Company shall pay to OpCo all reasonable and documented fees, costs, and expenses (including employee-related, overhead, general and administrative expenses incurred by OpCo related directly to the Transition Services provided during the Term (a... | Label: Fees |
26665c13-54e2-402b-8154-ea9ee984ccdd | Clause:
Unless otherwise determined by the Administrator, as a condition to the non-forfeiture of Restricted Stock Units upon Retirement under Section 6(a) or upon a termination due to Disability under Section 6(c), the Grantee shall be required to execute a separation agreement and release, in a form prescribed by the... | Label: Releases |
e2e541de-c24b-486e-8aab-c0871e2eabda | Clause:
Executive acknowledges that it would be difficult to fully compensate the Company for monetary damages resulting from any breach by him of the provisions of Sections 5, 6, 7, 10 or 11 hereof. Accordingly, in the event of any actual or threatened breach of any such provisions, the Company shall, in addition to a... | Label: Remedies |
5ad3427d-18ce-4f39-9d78-d3525e350c3a | Clause:
This Agreement may be amended from time to time by the Administrator in its discretion; provided , however , that this Agreement may not be modified in a manner that would have a material adverse effect on your Award as determined in the discretion of the Administrator, except as provided in the Plan or in a wr... | Label: Amendments |
51e9953b-3cf6-407b-aa83-af74459c93bf | Clause:
The Joint Lead Arrangers (except to the extent not required by the Joint Lead Arrangers) shall have received (i) audited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the Borrower and its Subsidiaries for each of the two fiscal years ended at least 60 days ... | Label: Financial Statements |
508f53f9-368e-47d9-b402-2fa5fa733874 | Clause:
Use the proceeds of any loan made hereunder for any purpose other than to finance the Acquisition, to pay transactional fees, costs, and expenses incurred in connection with this Agreement, the other Loan Documents, and the transactions contemplated hereby and thereby, it being agreed that no part of the procee... | Label: Use Of Proceeds |
08c88c04-4e0c-4cb9-9c35-d49e37719242 | Clause:
Neither Party may waive or release any of its rights or interests in this Warrant except in writing. The failure of either Party to assert a right hereunder or to insist upon compliance with any term or condition of this Warrant shall not constitute a waiver of that right or excuse a similar subsequent failure... | Label: Waivers |
ffde1268-f648-4e07-9af8-85b5a4026fb1 | Clause:
The execution, delivery and performance of this Amendment by Company and the consummation by Company of the other transactions contemplated hereby do not and will not (a) conflict with or violate any provision of Company’s or any Subsidiary’s certificate or articles of incorporation, bylaws or other organizatio... | Label: No Conflicts |
874f8f50-da36-471a-b509-783e0af26ac7 | Clause:
During the Term and for three (3) years thereafter, each Party shall maintain insurance with an insurance company that has an A.M. Best rating of A- or better, and that is reasonable and prudent in light of prevailing market practices, and other relevant factors, but in no event shall such insurance coverage in... | Label: Insurances |
a146f3b1-0ca2-42cd-8c79-ad4ae20348e7 | Clause:
There is no pending or, to the Company’s Knowledge, threatened claim or litigation against the Company asserting that the Company infringes upon or otherwise violates any intellectual property right of any person. No Proceedings in which the Company alleges that any person is infringing upon, or otherwise viola... | Label: Intellectual Property |
593089f0-4112-4a65-b872-4cf5ef1c5bf1 | Clause:
This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without any effect whatsoever on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the Closing has not been consummated on or before July 5, 2016; provi... | Label: Terminations |
37469f98-a9a6-4a72-b6a6-5c3268dee05d | Clause:
Each Seller Party and Servicer (a) is a corporation, real estate investment trust or limited liability company as specified in this Agreement, duly organized, validly existing and in good standing under the laws of the jurisdiction in which it was formed, as specified in this Agreement, (b) has all requisite co... | Label: Existence |
eb8e7fa9-01e5-43f3-9fc1-a8b367a77136 | Clause:
No Event of Default or Unmatured Event of Default exists or will exist after giving effect to this Amendment or the issuance of any new Letters of Credit or amendments to existing Letters of Credit.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Ant... | Label: No Defaults |
3e02edfe-2720-418e-be2d-46b33d3ed0e5 | Clause:
(III) 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 any Loan Party or any of their Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination a... | Label: Litigations |
ad4036da-d3a1-44bc-8e43-35a815d9ab7b | Clause:
(i) The Borrower shall fail duly to pay any principal of any Loan or any L/C Obligations when due, whether at maturity, by notice of intention to prepay or otherwise, or (ii) the Borrower shall fail duly to pay any interest, fee or any other amount payable under the Loan Documents when due and the continuance t... | Label: Payments |
da8fcd0a-c24c-4573-8f0c-12b433759457 | Clause:
Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or to secure other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status... | Label: Releases |
3c11fad5-9de9-4a08-a27d-8dc06d239b56 | Clause:
The Company agrees to pay as incurred, to the full extent permitted by law, all legal, accounting and other fees and expenses which the Executive may reasonably incur as a result of any claim or contest (regardless of the outcome thereof) by the Company, the Executive or others regarding the validity or enforce... | Label: Expenses |
c80e95ab-a3f9-4b82-8973-5f19ca665edc | Clause:
Each Issuer will pay when due all taxes, assessments and governmental charges and levies upon the Collateral, except those which are being contested in good faith by appropriate proceedings with adequate reserves being maintained therefor.
Task: Classify this clause into ONE of these types (exactly one label):... | Label: Taxes |
874f578d-7aa7-49e6-9d81-3d35a7d1af6b | Clause:
Subscriber agrees to indemnify and hold harmless the Company, its shareholders, officers, directors, employees, and affiliates, and any person acting on behalf of the Company, from and against any and all damage, loss, liability, cost and expense (including reasonable attorneys’ fees and court costs) which any ... | Label: Indemnifications |
8dda71da-ba58-49bc-aa90-2a3528c636a0 | Clause:
The Borrower and each Subsidiary (a) has timely filed or caused to be filed all Tax returns and reports required to have been filed by it, except to the extent the failure to do so could not reasonably be expected to result in a Material Adverse Effect and (b) has paid or caused to be paid all Taxes required to... | Label: Taxes |
f76254bc-ff0e-4b3c-ad46-9af77c7b4807 | Clause:
Except as set forth in the SEC Reports, the Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights as des... | Label: Intellectual Property |
3056d109-83f5-4dc6-807e-75ac8ce2ffa9 | Clause:
This Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforcement may be subject to (a) bankruptcy, insolvency, reorganization, moratorium or other si... | Label: Authorizations |
4ec33c9d-3bc5-43d2-94e2-28d528312798 | Clause:
If, after the Administrative Agent has paid each Lender’s proportionate share of any payment received or applied by the Administrative Agent in respect of the Loan and other Obligations, that payment is rescinded or must otherwise be returned or paid over by the Administrative Agent, whether pursuant to any Deb... | Label: Adjustments |
1f827f86-cc08-493e-aedc-778d86bb048a | Clause:
The rights and obligations of the parties under the Agreement shall be governed by, and construed in accordance with, the laws of the Commonwealth of Virginia and of the United States, without giving effect to the principles of Virginia law relating to the conflict or choice of laws. Any legal action, suit or p... | Label: Venues |
fab6d9f1-e105-41d6-b719-3dd2f0b7ad2b | Clause:
This Amendment and the Forbearance Agreement constitute the entire understanding of the parties with respect to the subject matter hereof and thereof, and supersedes all other discussions, promises, representations, warranties, agreements and understandings between the parties with respect thereto. This Amendme... | Label: Entire Agreements |
0c0a02c8-069a-493d-bfbf-b12694fe8c2b | Clause:
Employee will be entitled to four weeks of vacation each year, in addition to the 10 paid holidays each year. Carry over from one year to the next will be as per the Company’s paid leave policy. In addition, the Company recognizes that Employee, very likely, will be completing his regular work from Australia ea... | Label: Vacations |
7c7c9848-c7e4-4ecb-a9bb-b5ad7ad95008 | Clause:
Subtenant agrees to indemnify and hold harmless Sublandlord from and with respect to any claims for a brokerage commission, finder’s fee or similar payment with respect to this Sublease that is made by any party claiming by, through or under Subtenant. Similarly, Sublandlord agrees to indemnify and hold harmles... | Label: Brokers |
f6ac6398-4c58-4363-b84f-d873f9ea9303 | Clause:
In the event a Participant’s employment is terminated in accordance with Section 3 or Section 4 of the Plan, after the Participant’s Date of Termination, (i) the Participant shall not make any statement that would libel, slander or disparage the Company or its past or present officers, directors, employees or a... | Label: Non-Disparagement |
536d0779-c36e-49dd-be11-405883399d9d | Clause:
The Company has full power and authority, and all requisite action has been taken on the part of the Company, its officers, directors and stockholders necessary for (i) the authorization, execution and delivery of the Transaction Documents, (ii) the authorization of the performance of all obligations of the Com... | Label: Authorizations |
39439533-e98e-48f6-9da2-86d3ee8348f4 | Clause:
This Agreement is intended as a binding commitment enforceable in accordance with its terms against the Parties. It is understood and expressly agreed by each of the Parties that money damages would not be a sufficient remedy for any breach of this Agreement by any Party, and each non-breaching Party shall be e... | Label: Specific Performance |
1699b3df-bbd9-404a-a487-ac0b5c32ead2 | Clause:
Any notice permitted or required under the Plan shall be in writing and shall be hand-delivered or sent, postage prepaid, by first class mail, or by certified or registered mail with return receipt requested, to the principal office of the Company, if to the Company, or to the address last shown on the records ... | Label: Notices |
523e4bea-a202-4f83-af60-a146a2e96caf | Clause:
Subject to Section 6.10(b) , Incentive Units are authorized and reserved for issuance to employees, officers, directors and other service providers of or to the Company and its Subsidiaries, and the Board of Managers or the Compensation Committee from time to time may issue such Units and establish such vesting... | Label: Authorizations |
ea4ffd5b-8b3b-42d2-8ce1-8e9dabbf0230 | Clause:
This Agreement shall be interpreted and administered in a manner so that any amount or benefit payable hereunder shall be paid or provided in a manner that is either exempt from or compliant with the requirements of Code Section 409A. Nevertheless, the tax treatment of the benefits provided under the Agreement ... | Label: General |
10a33a22-d141-4ed6-b6e9-be2d68065f1c | Clause:
The Seller entity is a limited liability company, organized, validly existing and in good standing under the laws of the State of Delaware, and in good standing under the laws of the State of Hawaii.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, An... | Label: Organizations |
1c24b9a1-dd9b-49f7-8c93-6df8d0ecea3d | Clause:
By executing this Agreement, each Partner expressly agrees, at all times during the term of the Partnership and thereafter and whether or not at the time a Partner of the Partnership, to maintain the confidentiality of, and not to disclose to any person other than the Partnership, another Partner or a person de... | Label: Confidentiality |
b2813dd7-ea17-432a-812c-c24070610517 | Clause:
The definitions of capitalized terms used in this Agreement are provided in the last Section hereof.
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: Defined Terms |
44e85007-feb1-4177-a618-d0726af8aa45 | Clause:
Seller’s existing liability and property insurance pertaining to the Property shall be canceled as of the Closing Date, and Seller shall receive any premium refund due thereon.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, App... | Label: Insurances |
627e6a27-91d2-4547-8d6b-0b2b06d68dfb | Clause:
Maven shall have completed the Maven Financial Statements and shall have received an audit report from an independent audit firm that is registered with the Public Company Accounting Oversight Board. The form and substance of the Maven Financial Statements shall be satisfactory to Integrated in its reasonable d... | Label: Financial Statements |
d9a09d0d-a045-4549-84f1-1a1fcacd61f7 | Clause:
Any communication, notice or demand of any kind whatsoever which either party may be required or may desire to give to or serve upon the other shall be in writing and delivered by personal service (including express or courier service) or by registered or certified mail, postage prepaid, return receipt requeste... | Label: Notices |
2f71db0a-7b02-44be-85f4-c941539fd7c2 | Clause:
Maintain reasonable insurance coverage on the Cerro Blanco Project in accordance with past practices or as reasonably necessary in the future to protect the value of the Cerro Blanco Project.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corru... | Label: Insurances |
d852004b-6526-4549-a9fa-b96fafa499c8 | Clause:
During the term hereof, the Executive shall be entitled to four (4) weeks of vacation per annum, accrued ratably, to be taken at such times and intervals as shall be determined by the Executive, subject to the reasonable business needs of the Company. Vacation shall otherwise be governed by the policies of the ... | Label: Vacations |
35cb7eba-947f-467d-af7f-1974c7508f02 | Clause:
To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Borrower Representative shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Bank) to the Issuing Bank... | Label: Amendments |
f12bcb65-7889-4c6d-bd3d-72beb5090aad | Clause:
Each Grantor will upon demand pay to the Agent the amount of any and all amounts required to be paid pursuant to Section 10.04 of the Credit Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, ... | Label: Expenses |
b2cf5146-0557-438f-b857-64edf058b868 | Clause:
In the event of Participant's death, this Option shall terminate on the earlier of: (i) the close of business on the twelve-month anniversary of the date of Participant's death; and (ii) the expiration date of this Option stated in Paragraph 2(a) above. In such period following Participant's death, this Option... | Label: Death |
b0f22776-ee0f-4347-b355-fc8b352c50b9 | Clause:
This Award Agreement and the Plan set forth the entire agreement and understanding between the parties hereto with respect to the matters covered herein, and supersede any prior agreements and understandings concerning such matters. This Award Agreement may be executed in one or more counterparts, each of which... | Label: Entire Agreements |
4f11e752-495c-4a53-813d-2329544c4c02 | Clause:
The Company agrees to pay to Executive a base salary with respect to the 2016 calendar year at the annual rate of $562,755 or such greater amount as determined by the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”) from time to time (“Base Salary”). Effective as o... | Label: Base Salary |
e933d829-3d50-46de-80cb-87e54eb73bf0 | Clause:
This Amendment may be executed in one or more counterparts, each of which when so executed shall be deemed to be an original, but all of which when taken together shall constitute one and the same instrument. A facsimile or digital copy of this Amendment shall be deemed to be an original thereof.
Task: Classif... | Label: Counterparts |
e5f4c88a-d712-44e9-9904-9024c4847059 | Clause:
EACH OF THE PARTIES HERETO HEREBY WAIVES ITS RIGHT TO A JURY TRIAL WITH RESPECT TO ANY ACTION OR CLAIM ARISING OUT OF ANY DISPUTE IN CONNECTION WITH THIS AGREEMENT, ANY RIGHTS OR OBLIGATIONS HEREUNDER OR THE PERFORMANCE OF SUCH RIGHTS AND OBLIGATIONS HEREUNDER. EXCEPT AS PROHIBITED BY LAW, EACH OF THE SUBORDINA... | Label: Waiver Of Jury Trials |
f7030f76-8de2-4b04-bf21-9664fb712e13 | Clause:
During the Term of this Agreement, the President shall serve as President of the Company. The President shall report to the Board of Directors of the Company (the “Board”). The President shall perform those duties consistent with his position, as well as such other duties, not inconsistent with this Agreement, ... | Label: Duties |
26407cd5-c85e-44d9-9ae3-4d0fc592dba4 | Clause:
Enter into, or permit any of its Subsidiaries to enter into any transaction (including the sale, lease or exchange of Property or the rendering of service), directly or indirectly, with any of its Affiliates other than transactions or arrangements in place as of December 31, 2015 (including contractual obligati... | Label: Transactions With Affiliates |
fb5c30f9-5926-4f70-a638-0e9b44fb520e | Clause:
This Agreement will be construed and interpreted in accordance with the laws of the State of Delaware in the United States of America without regard to conflict of law principles.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, ... | Label: Governing Laws |
94042438-ed49-4a15-98e5-072b856cfdbf | Clause:
The Participant shall be required to pay to the Employer, or make other arrangements satisfactory to the Employer to provide for the payment of, any federal, state, local or other taxes that the Employer is required to withhold with respect to the grant, vesting and distribution of the Performance Stock Units a... | Label: Withholdings |
b84366bb-ed01-4d17-bc07-9499c7ba521a | 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 Annex B of the Credit Agreement shall apply to this Waiver as if set fo... | Label: Definitions |
0cd24aae-d1e2-4669-82b6-60cdb0b7a7b3 | Clause:
The execution, delivery and performance by each of Seller and Guarantor of this Agreement, any Transaction Notice hereunder and the Program Agreements do not conflict with any term or provision of the organizational documents of Seller or Guarantor or any law, rule, regulation, order, judgment, writ, injunction... | Label: No Conflicts |
a78ce48a-762a-4cf5-bc7a-a78cfea30607 | Clause:
Borrower has obtained and has delivered to Lender certified copies of all Policies, with all premiums paid thereunder, reflecting the insurance coverages, amounts and other requirements set forth in this Agreement. No claims have been made or are currently pending, outstanding or otherwise remain unsatisfied un... | Label: Insurances |
109eee6b-d7c5-44b1-a99f-d4d53a7a2334 | Clause:
Except as otherwise provided herein or as the parties may otherwise agree in writing, this Agreement shall be effective as of the Start Date and remain in effect until April 7, 2017.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Law... | Label: Terms |
1dbef5ed-f153-4e68-8ca3-f6c4b4ce9149 | Clause:
Upon any termination of employment, the Executive shall promptly resign from any positions with the Company, whether as an officer, director, employee, or otherwise and shall promptly execute any documents reasonably required to effectuate the resignation. Notwithstanding any other provision of this Agreement ... | Label: Releases |
ab4916ec-3215-4390-82e2-de36585ad79e | Clause:
Borrower is Solvent. Borrower is, together with its Subsidiaries on a consolidated basis, Solvent.
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, Authori... | Label: Solvency |
22d9e56a-7fda-4e4c-8050-7d88e68b0ff8 | Clause:
Seller has been duly organized and is validly existing as a corporation in good standing under the laws of the jurisdiction of its organization, with power and authority to own its properties and to conduct its business as such properties are presently owned and such business is presently conducted.
Task: Clas... | Label: Organizations |
b976a9a0-b076-4613-88c8-7d503b8ccddd | 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 Quintiles to the Shareholders (d) the entry into any amendment or modification of the Merger Agreement with... | Label: Terminations |
4d1bd184-58bc-4364-a437-2fe2f0bc0a4c | Clause:
The Company shall have the power and the right to deduct or withhold, or require the Participant to remit to the Company, an amount sufficient to satisfy federal, state and local taxes (including Participant’s FICA obligation), domestic or foreign, required by law or regulation to be withheld with respect to an... | Label: Tax Withholdings |
b260494e-e10b-4158-8813-f27533b96f91 | Clause:
This Warrant shall be governed by and construed and enforced in accordance with the laws of the State of Delaware without regard to the possible application of principles of conflict of laws.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corru... | Label: Governing Laws |
e6590f2e-dd14-4acf-b699-dfa3c4f231f1 | Clause:
This Agreement shall terminate upon the earlier of (i) the tenth anniversary of the date of this Agreement or (ii) the date as of which (A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section 4(a)(3) of the ... | Label: Terms |
d4dfb94e-654b-4f5a-9a8e-80259992f1dc | Clause:
Subsection 10.15 of the Credit Agreement is hereby incorporated by reference.
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: Waiver Of Jury Trials |
d97037d9-c187-4108-a388-2ab3259c2d86 | Clause:
In the event of a Change in Control and provided that as of such Change in Control Grantee has been continuously employed by the Company since the Date of Grant, vesting of the RSUs shall accelerate and the RSUs shall become fully vested.
Task: Classify this clause into ONE of these types (exactly one label):
... | Label: Change In Control |
6fa36c74-402b-4225-a7e5-ae8c6d35cbb8 | Clause:
Bank shall notify Borrower within 10 Business Days whether or not it agrees to increase the Revolving Line and, if so, by what amount it agrees to do so and shall determine the effective date of such increase (the “ Increase Effective Date ”); provided that if Bank does not respond within 10 Business Days it sh... | Label: Effective Dates |
a39bca8d-d0f2-4999-bb6e-a4435d88e6b3 | Clause:
No broker, finder or investment banker is or may be entitled to any brokerage, finder’s or other fee or commission from Buyer or any of its Affiliates in connection with any Transaction, except for such fees or commission for which Buyer or its Affiliates are solely responsible.
Task: Classify this clause into... | Label: Brokers |
2eb7e944-99ef-4254-add8-2699eb394fa0 | Clause:
Each of the Priority Lien Agent, for itself and on behalf of the other Priority Lien Secured Party, the Subordinated Collateral Trustee, for itself and on behalf of the other Subordinated Secured Parties, and each Grantor party hereto, for itself and on behalf of its subsidiaries, agrees that it will execute, o... | Label: Further Assurances |
07cbe5af-a6f9-44dc-8d34-f8a44aa410f8 | Clause:
This Letter Agreement constitutes the complete understanding between the parties hereto relating to the subject matter hereof, and supersedes in its entirety any prior oral or written agreements, understandings, or representations relating to the subject matter hereof, including, without limitation, the Retenti... | Label: Entire Agreements |
47a86c77-a4ad-44f9-b7e1-ae5675d4bba2 | Clause:
(i) Borrower waives all presentments, demands for performance, notices of nonperformance, protests, notices of protest, notices of dishonor, notices of default or demand, notices of acceptance of and reliance on this Agreement and notices of the creation, or incurring of new or additional indebtedness, notices ... | Label: Waivers |
289138c4-9830-4ef1-8074-6ef6ef7ec669 | Clause:
All notices hereunder shall be in writing and shall be deemed given when sent by certified or registered mail, postage prepaid, return receipt requested, to the address set forth below. The addresses for such notices may be changed from time to time by written notice given in the manner provided for herein.
Ta... | Label: Notices |
b89dce16-95bd-4ad8-be49-2cbaa597f6ea | Clause:
The Executive acknowledges and agrees that the Company’s remedy at law for a breach or a threatened breach of the provisions herein would be inadequate, and in recognition of this fact, in the event of a breach or threatened breach by the Executive of any of the provisions of this Agreement, it is agreed that t... | Label: Remedies |
b4c3f5b2-c5d5-4f9f-93af-47ca8995e077 | Clause:
This Agreement shall be governed by, and construed in accordance with, the Law of the State of Delaware, without regard to conflict of law principles thereof. Each of the Parties hereto irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising h... | Label: Governing Laws |
4c9bb79a-592d-435f-9165-cede768387c7 | Clause:
THIS ASSIGNMENT SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE WITHOUT REFERENCE TO PRINCIPLES OF CONFLICTS OF LAW (OTHER THAN TITLE 14 OF ARTICLE 5 OF THE GENERAL OBLIGATIONS LAW).
Task: Classify this clause... | Label: Governing Laws |
fc984d78-c1b9-4a0a-8133-7126dfcfb28f | Clause:
Deliver to Agent copies of each of the financial statements, reports, Projections and other items set forth on Schedule 6.1 no later than the times specified therein. In addition, Borrower agrees that no Loan Party or Domestic Subsidiary of Borrower will have a fiscal year different from that of Borrower. Borro... | Label: Financial Statements |
cdd949a8-0aac-4ec3-90d3-7b6ceb6e3c93 | Clause:
Any Lender may at any time, with the consent of the Borrower (such consent not to be unreasonably withheld or delayed; provided that it is understood that it shall be reasonable for the Borrower to withhold consent to a new participant if such new participant is a hedge fund, private equity fund or any entity t... | Label: Participations |
af7f4519-0b64-4aa6-89b8-19c426a821d9 | Clause:
Any written notice that may be required to be provided pursuant to the terms of the Plan or any Award Agreement shall be provided (i) to the Participant at the Participant’s home mailing address last known by the Company or (ii) to the Company Vice President, General Counsel and Secretary at 100 Manhattanville ... | Label: Notices |
ed3e8d68-2dce-4786-86b9-dea7da113de1 | Clause:
Except as set forth below, no public release or announcement concerning the transactions contemplated hereby shall be issued by the Borrower or any of its Subsidiaries without the prior consent of the Lead Lender (which consent shall not be unreasonably withheld), except as such release or announcement may be r... | Label: Publicity |
a6788b9e-178b-4099-ac83-b8d27ebb86e2 | Clause:
In the event that the Participant ceases to be employed by the Company or any of its Subsidiaries during the Exercise Period by reason of death at a time when the SARs granted pursuant hereto are still in force and unexpired, any unvested SARs shall be accelerated and 100% vested. Such acceleration shall be eff... | Label: Death |
6b8d4a1e-4f7f-4e01-92b0-9106f7bbd3f6 | Clause:
Except as permitted by Section 9.4(a) and any Permitted Restructuring, preserve and maintain, and cause each Material Subsidiary to preserve and maintain, its separate organizational existence and all material licenses, permits, Governmental Approvals, rights, privileges and franchises necessary for the conduct... | Label: Compliance With Laws |
8c8eaf61-3f04-483f-9f4e-7e1ae368a1ca | Clause:
(a) Owner has, or will have prior to the Closing Date, provided to the Corporation financial statements pertaining to the Assets and the Business for the last three (3) fiscal years ended immediately prior to the date of this Agreement that are an accurate portrayal of the operations of the Assets and the Busi... | Label: Financial Statements |
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