id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
0b57f885-b679-4762-be2f-2dee4a51dc5b | Clause:
Subject to Section 7 hereof, this Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written, and implied, including the Prior Agreement, between the parties hereto with respect to the subject mat... | Label: Entire Agreements |
addc8e95-cf4f-44c3-a85f-5a6d356371c1 | Clause:
The Parties agree to execute such further documentation and perform such further actions, including the recordation of such documentation with appropriate authorities, as may be reasonably requested by the other Party hereto to evidence, effectuate and further the purposes and intents set forth in this Agreemen... | Label: Further Assurances |
2b173195-6885-4548-a7b8-63714a0ec712 | Clause:
Each of this Amendment, the other Amendment Documents, the Credit Agreement and the other Loan Documents, as amended hereby, has been duly executed and delivered by each Loan Party that is party thereto and constitutes a legal, valid and binding obligation of such Loan Party enforceable against each such Loan P... | Label: Enforceability |
f21b91c8-5338-4e04-9c3a-958d59a49b88 | Clause:
Such Debtor 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 |
6d05eb79-ce4d-468b-a7bc-e4051842a5f9 | Clause:
The Company may assign this Agreement to any parent, subsidiary, affiliate or successor of the Company, or to any entity that acquires all or substantially of the Company’s assets of the division in which Executive is employed. This Agreement is not assignable by Executive without the Company’s prior written co... | Label: Assignments |
d96dd51c-9a33-4a08-82c8-01092f6f7dda | Clause:
Any and all expenses that may be incurred in connection with the enforcement of this Security Agreement or the filing of any financing statements, whether now or hereafter filed shall be the sole responsibility of Pledgor. In the event of Pledgor’s failure to pay all such costs, the amounts due and owing will b... | Label: Expenses |
9774cc34-feec-41c5-b562-ae44a22f3504 | Clause:
Executive agrees that Executive will make no defamatory, disparaging, critical, derogatory or negative oral or written comments regarding the Company, or its products or services. Executive understands, acknowledges and agrees that the Company’s obligations under Section 4 of this Agreement are contingent upon ... | Label: Non-Disparagement |
ed060631-bd6a-4a16-8a69-fec6e4afab3d | Clause:
In the event that any one or more of the provisions of this Agreement should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.
Task: Classify this clause into ONE of t... | Label: Severability |
a651425f-260e-4ec3-80ba-023ac2232bf1 | Clause:
The Agreement, as amended by this Amendment (including the Release), set forth the entire agreement and understanding between the Executive and the Corporation relating to the Executive’s employment with and the termination of his employment and release of any claims relating to his employment. Except as set fo... | Label: Entire Agreements |
1cd03077-63e2-4b20-a7c8-6d9f2d53d3ae | Clause:
No approval, authorization, consent, wavier, license, qualification, written exemption from, or order of or filing with any Governmental Authority, or of or with any self-regulatory organization or other non-governmental regulatory authority (including, without limitation, the NYSE), or approval of the security... | Label: Approvals |
67dc3ef5-90b0-436a-81d9-ca1f700f3369 | Clause:
Whenever the context may require, any pronoun includes the corresponding masculine, feminine and neuter forms. All references herein to Articles, Sections, subsections or paragraphs shall be deemed to be references to Articles, Sections, subsections or paragraphs of this Agreement unless the context otherwise r... | Label: Interpretations |
f6e3201d-d235-428b-bcf1-f8e98993d385 | Clause:
The Top Borrower shall not, nor shall it permit any of its Restricted Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease of any property (whether real, personal or mixed), whether now owned or hereafter acquired, which the Top B... | Label: Sales |
7c19a994-de68-4215-af7c-50e8b95bf830 | Clause:
Each Lender shall, ratably in accordance with its Total Pro Rata Share (determined at the time such indemnity is sought), indemnify Administrative Agent and its Affiliates and their respective directors, officers, agents and employees (to the extent not reimbursed by the Loan Parties) against any cost, expense ... | Label: Indemnifications |
2cf6050d-1b04-4edf-8253-7b487158846f | Clause:
This Agreement, together with that certain Confidential Information and Invention Assignment Agreement, dated August 17, 2009, entered into with the Company, and that certain Confidentiality and Non-Disclosure Agreement, dated August 17, 2009, entered into with the Company, constitutes a single, integrated writ... | Label: Integration |
d52a24ef-ae35-4e93-a9e3-57dbe329ae8b | Clause:
Words, terms or phrases used in this Award Agreement shall have the meaning set forth in this Section 17. Capitalized terms used in this Award Agreement but not defined herein shall have the meaning designated in the Plan.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agr... | Label: Definitions |
0ded3caf-c152-480a-b14b-02efa52bad4a | Clause:
Each Group Member owns or has the right to use all the patents, trademarks, permits, domain names, service marks, trade names, copyrights, licenses, franchises, inventions, trade secrets, proprietary information and know-how of any type, whether or not written (including, but not limited to, rights in computer ... | Label: Intellectual Property |
a66dfbe8-52d0-433d-87ac-e28a9240e5c6 | Clause:
If you cease to be an Employee, then, except as provided in paragraphs 2, 3, 4, 5, and 6 hereof such restricted stock units shall be forfeited by you and neither you nor your estate, or any other person attempting to claim rights under the Plan through you shall have any rights to Common Shares or other amounts... | Label: Forfeitures |
509ba3b1-d784-437d-9247-244b4c1ffcce | Clause:
This Amendment, together with the Agreement, the Prior Virtusa Work Orders and any work orders entered under the Agreement, constitutes the complete understanding of the Parties, and supersedes all prior or contemporaneous agreements, discussions, negotiations, promises, proposals, representations, and understa... | Label: Interpretations |
8371522e-fdc0-4cb5-9b55-427480771b17 | Clause:
The terms and conditions set forth in Section 6.6 (Effect of Termination), ARTICLE 7 (Indemnification), ARTICLE 9 (Disclaimer of Warranties), ARTICLE 10 (Confidentiality), and ARTICLE 11 (General Terms), including the related definitions set forth in ARTICLE 1, and any other provisions which by their nature are... | Label: Survival |
59619db0-0eeb-4ad7-9e04-7205ec1c9672 | Clause:
Any holders of 8687544 Certificates who have not complied with this ARTICLE II shall look only to 8687544 or the surviving entity for, and 8687544 and the surviving entity shall remain liable for, payment of their claim for Merger Shares and any dividends or distributions with respect to 8687544 Common Stock, w... | Label: Terminations |
e389a9d4-4c13-4250-bba0-86d5cd95651c | Clause:
If, at the time of enforcement of this Section 14, a court holds that any of the restrictions stated herein are unreasonable under circumstances then existing, the parties hereto agree that the maximum period, scope or geographical area deemed reasonable under such circumstances will be substituted for the stat... | Label: Enforcements |
8f82d9b8-f82a-4eac-8370-3827936dff2f | Clause:
(a) Each Loan Party and each of its Subsidiaries has timely filed or caused to be filed all material Tax returns required to be filed and has timely paid all material Taxes due and payable by it or imposed with respect to any of its property and all other material fees or other charges imposed on it or any of i... | Label: Taxes |
21e001a7-60c2-4316-8a84-b22d3bee7345 | Clause:
Each Credit Party shall do or cause to be done all things necessary to preserve and keep in full force and effect its legal existence and the rights, licenses, permits, privileges, authorizations, qualifications and accreditations material to the conduct of its business, in each case if the failure to do so, in... | Label: Existence |
61a529e5-b509-4b3f-b67d-7ae1afc613b9 | Clause:
Each of the parties hereto acknowledges that the rights of each party to consummate the transactions contemplated hereby are unique and recognize and affirm that in the event of a breach of this Agreement by any party, money damages may be inadequate and the non-breaching party may have no adequate remedy at la... | Label: Specific Performance |
baa57ae7-cdbd-4556-b5fb-986b498ff453 | Clause:
The Company shall use the collective proceeds from the sale of the Notes solely to finance the Acquisition. If the Rights Offering is completed after the date of this Agreement, then, as provided in the Notes, prior to conversion of the Notes into Common Stock, the Company shall use all of the net proceeds from... | Label: Use Of Proceeds |
3b5cdb40-f815-4da6-8d5a-b0f0c47908f4 | Clause:
Subject to Sections 3 and 4 below, during the Participant’s Employment, the Award, unless earlier terminated, shall become vested as to one-third (1/3rd) of the total number of shares of Stock subject to the Award on each of the first, second and third anniversaries of the Grant Date, with the number of shares ... | Label: Vesting |
2fa4ce64-4bd6-4c52-b022-ede0f9be63bb | Clause:
Borrower has disclosed to Lender 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, would reasonably be expected to result in a Material Adverse Effect (in the case of agree... | Label: Disclosures |
66f9afe7-f693-4553-9eb8-5d2911b3929a | Clause:
Borrower, Administrative Agent and each Bank hereby irrevocably submit to the exclusive jurisdiction of any New York State or United States Federal court sitting in New York City, Borough of Manhattan, over any action or proceeding arising out of or relating to this Agreement, the Notes or any other Loan Docume... | Label: Jurisdictions |
91172599-ecd5-4c07-9282-22d6c69a4fb9 | Clause:
The Base Salary shall be payable in accordance with the existing payroll practices of AXOGEN, which practices may be changed by AXOGEN from time to time at its sole discretion. The Base Salary shall be subject to all appropriate withholding taxes.
Task: Classify this clause into ONE of these types (exactly on... | Label: Payments |
622d7caa-a448-4151-9f6c-1c48a7f01575 | Clause:
There are no Legal Proceedings pending or, to the Knowledge of the Purchaser, threatened, that are reasonably likely to prohibit or restrain the ability of the Purchaser to enter into this Agreement or consummate the transactions contemplated hereby.
Task: Classify this clause into ONE of these types (exactly ... | Label: Litigations |
206364d1-9b6f-429a-aa91-620a78714c3e | Clause:
The Committee may waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate this Agreement, but no such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination shall materially adversely affect the rights of the participant hereu... | Label: Amendments |
0a3c46f7-85ed-4ca0-b5ab-d3ec9919d2e2 | Clause:
The Borrower will not, and will not permit any of its Restricted Subsidiaries to, enter into any arrangement with any Person (other than the Borrower or a Restricted Subsidiary) providing for the leasing by the Borrower or any Restricted Subsidiary of real or personal property that has been or is to be sold or ... | Label: Sales |
4971564e-f7f0-42bd-b171-cbf5e19577d3 | Clause:
This Agreement shall be binding upon Indemnitee and upon the Corporation, its successors and assigns, and shall inure to the benefit of Indemnitee, his heirs, personal representatives and assigns and to the benefit of the Corporation, its successors and assigns.
Task: Classify this clause into ONE of these typ... | Label: Binding Effects |
ca6a776b-9d1e-4867-a347-45a5e7006ff0 | Clause:
The Company and Executive agree that Executive will serve as the President and Chief Executive Officer of the Company, and continue to serve in the position of Chief Financial Officer until the Company appoints a new Chief Financial Officer, and will have those duties and responsibilities that the Board of Dire... | Label: Employment |
698d074e-22ce-46b7-ac49-9dc52ad06e75 | Clause:
The provisions of this RSU Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.
Task: Classify this clause into ONE of these types (exactly one label):
Adju... | Label: Severability |
57505b1b-f40c-416e-9581-5873492895fc | Clause:
Borrower has insurable fee simple title to the real property comprising part of the Property and good title to the balance of the Property, free and clear of all Liens whatsoever except the Permitted Encumbrances, such other Liens as are permitted pursuant to the Loan Documents and the Liens created by the Loan... | Label: Titles |
b4ff98ea-f1f1-4356-b189-205d6a39df35 | Clause:
All amounts payable hereunder shall be subject to and reduced by all applicable federal, state, and local income and employment tax withholdings.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitr... | Label: Withholdings |
2958f4b1-0e77-4fe6-ae95-1e91ba1e1015 | Clause:
Consultant shall not be entitled to payment, reimbursement of expenses or any other form of remuneration for any services performed under this Agreement, other than what is set forth in Section 2(d)(i) of the Separation Agreement to which this Agreement is attached as Exhibit B (the “ Separation Agreement ”).
... | Label: Fees |
b0712588-4346-452f-8bd7-969b74845b5b | Clause:
LTIP Units may, in the sole discretion of the General Partner, be issued subject to vesting, forfeiture and additional restrictions on transfer pursuant to the terms of an award, vesting or other similar agreement (a “ Vesting Agreement ”). The terms of any Vesting Agreement may be modified by the General Partn... | Label: Vesting |
fc789fe8-d208-43ae-8823-7e66c9d94e74 | Clause:
This Agreement shall commence on the Effective Date and shall continue for a period of one (1) year (the “ Initial Term ”), unless earlier terminated pursuant to the terms hereof. This Agreement shall automatically renew for additional one (1) -year periods (each a “ Renewal Term ” and, together with the Initia... | Label: Terms |
9beded58-772d-47f8-8ec1-581ab35689e6 | Clause:
The proceeds of the Term Loans made on the Effective Date and the Delayed Draw Term Loans shall be used (i) for general working capital purposes of the Borrower, (ii) to support the operations of Grupo Finmart on the terms and conditions set forth herein, (iii) to finance Permitted Acquisitions and make Permitt... | Label: Use Of Proceeds |
33df0a7b-2d06-41df-aaae-96d5f1477c6d | Clause:
Each of the Transaction Documents to which such Transferor is a party constitutes the legal, valid and binding obligation of such Transferor enforceable against such Transferor in accordance with its respective terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization... | Label: Binding Effects |
7498d601-fca1-4911-856b-e75475a7096c | Clause:
All consents, approvals, orders and authorizations required on the part of Tecogen in connection with the execution, delivery or performance of this Agreement and the consummation of the transactions contemplated herein have been obtained, other than such filings required to be made after the closing under appl... | Label: Consents |
5d823799-ce12-420f-8a19-dbde33f64d2e | Clause:
Except as expressly provided herein, the execution, delivery and effectiveness of this Agreement (or any provision hereof) shall not operate as a waiver of any right, power or remedy of the Administrative Agent or the Lenders, nor constitute a waiver of any provision of the Existing Credit Agreement or any Exis... | Label: No Waivers |
7ff2a380-91da-4498-81ee-072f0d311069 | Clause:
This Subordinated Note shall not be amended or modified except in accordance with Section 7.1 of the Sale Agreement. The terms of this Subordinated Note may not be amended or otherwise modified without the prior written consent of the Purchaser.
Task: Classify this clause into ONE of these types (exactly one ... | Label: Amendments |
2e663004-712e-4e04-ab3e-71d0fd4c6c65 | Clause:
Executive shall refrain from making any false or disparaging comments about the Company and its personnel, products, and services in any form or medium, including but not limited to postings on any social media, blog, or website. The management of the Company shall likewise refrain from making any false or disp... | Label: Non-Disparagement |
b5fdc45c-0479-4728-ba6b-101539687efe | Clause:
Any dispute, controversy, claim or action of any kind arising out of, relating to, or in connection with this Agreement, or in any way involving Company and Investor or their respective Affiliates, including any issues of arbitrability, will be resolved solely by final and binding arbitration in English before ... | Label: Arbitration |
4a46ad1c-ffbd-4213-bb7c-dee841653a25 | Clause:
During the Term, the Company agrees to maintain one or more directors and officers liability insurance policies covering Executive pursuant to the terms of such policies.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicabl... | Label: Indemnifications |
7f87a626-21ce-450a-8cdb-7b22af1b88d5 | Clause:
None of this Agreement, any other Loan Document or any provision hereof or thereof may be waived, amended or modified except, in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by each Borrower, the Agent and the Required Lenders and, in the case of any other Loan Docu... | Label: Amendments |
ab92d193-0201-4241-b80a-39f3916c4c49 | Clause:
To request the issuance of a Letter of Credit or the amendment, renewal or extension of an outstanding Letter of Credit, the Relevant Borrower shall hand deliver or telecopy or transmit by electronic communication a LC Request to the applicable Issuing Bank and the Administrative Agent not later than 1:00 p.m.,... | Label: Amendments |
fd61b0d9-7cdd-4507-b0f3-132611b77305 | Clause:
Subject to the satisfaction of the conditions in Section 5.1, The Closing of the sale and purchase of the Purchased Assets (the “ Closing ”) shall take place at the offices of Purchaser on February 15, 2017, or such other date, time and place as Purchaser and Seller shall mutually agree. The date upon which the... | Label: Closings |
811e3e58-f8f9-400b-9bb7-faba0fd5db49 | Clause:
This Agreement when executed and delivered by the Purchaser will constitute a valid and legally binding obligation of the Purchaser, enforceable in accordance with its terms, except as subject to laws of general application relating to bankruptcy, insolvency and the relief of debtors and rules of law governing ... | Label: Authorizations |
f1bf1136-1458-4bc5-851a-ba62446e8ecb | Clause:
(a) Promptly upon reasonable request by the Administrative Agent (i) correct any material defect or error that may be discovered in the execution, acknowledgment, filing or recordation of any Collateral Document or other document or instrument relating to any Collateral, and (ii) do, execute, acknowledge, deliv... | Label: Further Assurances |
7f6d16fe-0f17-499e-9f7b-82d850175a08 | Clause:
THIS NOTE WILL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, A... | Label: Governing Laws |
a3b78fe9-800e-4217-91f0-ac5c142a44e0 | Clause:
This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of the other Parties; provided th... | Label: Assignments |
b1c688d5-14a4-440c-a7e9-86dd047bb5a3 | Clause:
There is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulato... | Label: Litigations |
50fb5656-7f94-4e48-8f2a-f498eea194be | Clause:
It is agreed that the parties shall not be entitled to injunctive relief to prevent or cure breaches of the provisions of this Agreement or the transactions contemplated thereby. Subject to Section 9(e) hereof, each of the Company, Subscriber and any signatory hereto in his or her personal capacity hereby waive... | Label: Consent To Jurisdiction |
43f21825-630b-4a99-bcf2-035e9876ee54 | Clause:
Each Party represents and warrants to and agrees with each other Party that the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized on behalf of such Party and do not violate any agreement or other instrument applicable to such Party or... | Label: Authority |
9b6bd63b-a995-493b-9925-484725aa3dff | Clause:
The Initial Loan Parties and Individual Guarantors unconditionally, irrevocably, jointly and severally release the Bank, its respective past, present or future affiliates, subsidiaries, holding company, owners, officers, directors, shareholders, employees, a.gents, independent contractors, attorneys, or other p... | Label: Releases |
391f0d73-4113-4c76-bfeb-5853c6353be4 | Clause:
During the “ Term ” (as defined below) of employment of the Executive, the Executive shall serve as Chief Executive Officer of the Company and of each of the Affiliates, and shall faithfully and diligently perform all services as may be assigned to him by the Board of Directors of the Company (the “ Company Boa... | Label: Terms |
0a248c25-397b-486e-90ff-54c2f9bcc7d5 | Clause:
Genocea shall have sole and exclusive control over all matters relating to the Commercialization of the Licensed Products.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Ass... | Label: General |
e53d32fd-6757-4dd5-9d00-b33d21f4a014 | Clause:
Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company confirms that neither it nor any other Person acting on its behalf has provided any of the Purchasers or their agents or counsel with any information that it believes constitutes o... | Label: Disclosures |
1ddca905-8c8c-473a-b0e3-21cb996b337c | Clause:
Except for a dispute related to the inability to agree on the Option Price leading to the application of Section 8.03, any dispute, controversy or claim (a “ Dispute ”) arising out of or relating to this Agreement or the Articles of Association (including the application, interpretation or any alleged breach he... | Label: General |
313d1ec7-bfa3-4066-a2fe-d396da1b7233 | Clause:
The number of Restricted Stock Units (including electively deferred 409A RSUs) credited to the Grantee, and each adjusted core earnings per share amount and Cumulative EPS amount specified for purposes of the Performance Goal, shall be subject to adjustment by the Company, in accordance with Section 13 of the P... | Label: Adjustments |
84ffa21c-81c3-4f06-a716-41e9abd86e9e | Clause:
The Senior Loan Participants agree to indemnify the Senior Agent ratably in accordance with their respective Senior Loan Certificates (or, prior to the issuance of the Senior Loan Certificates, their respective Senior Commitments), and the Junior Loan Participants agree to indemnify the Junior Agent ratably in ... | Label: Indemnifications |
ba3e9425-1004-46ec-b140-ea217a6d3e62 | Clause:
This Agreement has been negotiated and delivered to Warrantholder in the State of California, and shall have been accepted by Warrantholder in the State of California. Delivery of Common Stock to Warrantholder by the Company under this Agreement is due in the State of California. This Agreement shall be governe... | Label: Governing Laws |
eb22c1fa-effa-4691-9a26-7c513e762ed9 | Clause:
All notices, requests and demands to or upon the undersigned, shall be in writing and shall be deemed to have been duly given or made (a) when delivered, if by hand, (b) three (3) days after being sent, postage prepaid, if by registered or certified mail, (c) when confirmed electronically, if by facsimile, or (... | Label: Notices |
5e9f1b04-da46-4aa9-9755-b35d80bbe95e | Clause:
There are no actions or proceedings pending or, to the knowledge of Borrower’s Responsible Officers, threatened in writing by or against Borrower or any Subsidiary in which an adverse decision could reasonably be expected to cause a Material Adverse Change.
Task: Classify this clause into ONE of these types (e... | Label: Litigations |
3e8643c3-99a8-4cdc-839c-de243943b6d1 | Clause:
This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. In this Agreement, the masculine, feminine and neuter genders and the sing... | Label: General |
7cd7e2b2-6e74-4c2c-96a4-0814d7e694e1 | Clause:
Nothing in this Agreement shall restrict the Company’s ability to exercise its discretionary authority pursuant to Section 4 of the Plan; provided, however , that no such action may, without your consent, adversely affect your rights under your Award and this Agreement. Without limiting the foregoing, the Comp... | Label: Amendments |
aa821dcd-5dbc-4b5a-9dd0-c88d60d7dc3e | Clause:
Any resale of the Subscriber’s Shares during the “distribution compliance period” as defined in Rule 902(f) to Regulation S shall only be made in compliance with exemptions from registration afforded by Regulation S. Further, any such sale of the Subscriber’s Shares in any jurisdiction outside of the United St... | Label: Compliance With Laws |
5212179a-f68f-47bc-bb5d-964319fa3bc6 | Clause:
This Agreement may not be assigned or transferred by Advisor or Company without the prior written consent of the other, such consent not to be unreasonably withheld, delayed or conditioned.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corrupt... | Label: Assignments |
2799895a-e1f2-4d9c-b785-b0a27834f29c | Clause:
Executive shall be employed by the Company in the position of Chief Financial Officer, and shall have the duties and responsibilities consistent with the position of Chief Financial Officer. Executive shall report to the Company’s Chief Executive Officer. Executive shall perform faithfully and diligently such d... | Label: Positions |
d6ed68af-eb8b-43e2-862e-9c1eff97434f | Clause:
The provisions of this Article 17 shall survive the PE Unit Closing and the termination of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority,... | Label: Survival |
e388b183-49ca-4b71-ab38-9364b06d02df | Clause:
All payments made by the Borrower under this Agreement shall be made free and clear of, and without deduction or withholding for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or withholdings, now or hereafter imposed, levied, collected, ... | Label: Taxes |
f36839b3-0693-448c-a37d-07e5b3594d07 | Clause:
The term of the Lease for Third and Fourth Floors Ascend Premises shall commence on the Third and Fourth Floors Ascend Premises Commencement Date and shall expire on the Lease Expiration Date.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corr... | Label: Terms |
6ed68399-130f-44cd-9d3f-b0019926fec3 | Clause:
This Agreement (including the annexes and exhibits hereto) and the Related Agreements constitute the entire agreement, and supersede and cancel all other prior and contemporaneous agreements and understandings, both written and oral, between the Parties with respect to the subject matter hereof. This Agreement ... | Label: Entire Agreements |
809aec5e-ef6f-469e-b1d9-0b58c4ff8569 | Clause:
The date, amount, interest rate, Type, Class and duration of Interest Periods (if applicable) of each Loan made by each Lender to the Borrower, and each payment made on account of the principal thereof, shall be recorded by such Lender on its books and such entries shall be binding on the Borrower absent manife... | Label: Records |
d3325d2b-aeed-4640-bf2b-bb1618a8ab9d | Clause:
Executive will cooperate with all reasonable requests by the Company (or any Affiliate of the Company) at the Company’s reasonable expense for assistance in connection with any matters involving the Company (or any Affiliate of the Company), including by providing truthful testimony in person in any legal proce... | Label: Cooperation |
9a72a98b-90bf-403d-8ba9-5d56cd0d8cf5 | Clause:
The headings of the various subdivisions used in this Agreement are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):... | Label: Headings |
86f9c5b9-2d7c-4244-8212-3345b300b0c0 | Clause:
The Seller hereby agrees to take any and all additional actions and to execute, acknowledge and deliver any and all documents which the Buyer may reasonably request in order to effect the intent and purposes of the Transfer and the transactions contemplated hereby.
Task: Classify this clause into ONE of these ... | Label: Further Assurances |
e8ca9bef-5921-454f-a473-c3bf7e1a67ef | Clause:
During the term of this Agreement, the Company shall pay the Executive a base salary at the rate of Three Hundred Seventy-Five Thousand Dollars ($375,000) per year, payable monthly in equal amounts in accordance with the normal payroll practices of the Company as in effect from time to time and subject to adjus... | Label: Base Salary |
db8520e0-354e-4e4e-a1c0-d36d8a56ed81 | Clause:
All expenses (other than Selling Expenses) incurred by the Company in complying with its obligations pursuant to this Agreement and in connection with the registration and disposition of Registrable Securities shall be paid by the Company, including, without limitation, all (i) registration and filing fees (inc... | Label: Expenses |
87efa78d-b44c-4b47-99c6-e354d40a2e89 | Clause:
All payments under this Note shall be made in lawful tender of the United States.
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 Sal... | Label: Payments |
cd859c3e-53d1-4bb5-bf5e-56384d546c39 | Clause:
Schedule 6.1.16 lists all insurance policies and other bonds to which any Loan Party or Subsidiary of any Loan Party is a party (other than de minimis policies for auto coverage or other individual policies carried by Subsidiaries), all of which are valid and in full force and effect. No notice has been given... | Label: Insurances |
71886365-65d1-45ca-bbbf-85c0a2218fde | Clause:
The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that no Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of Administr... | Label: Successors |
3f1e940c-1a97-4be1-824f-d5a3efee99ca | Clause:
Company will use its commercially reasonable best efforts to obtain stockholder approval of this Agreement and the issuance of the Conversion Shares, if necessary, in accordance with the requirements of Nasdaq Listing Rule 5635(d) or a waiver from Nasdaq of Listing Rule 5635(d) (“ Approval ”) as soon as practic... | Label: Approvals |
f14f3ec4-d4b0-433d-8b49-cabeb9c80f31 | Clause:
This General Release sets forth the entire understanding of the parties and supersedes any and all prior agreements, oral or written, relating to the subject matters contained herein and is legally binding and enforceable. This General Release may not be modified except by a written document, signed by you and ... | Label: Entire Agreements |
e7628845-f809-41a5-8047-341d5d68b291 | Clause:
Except as may be otherwise provided by the Plan, any written notices provided for in this Agreement or the Plan shall be in writing and shall be deemed sufficiently given if either hand delivered or if sent by fax or overnight courier, or by postage paid first class mail. Notices sent by mail shall be deemed re... | Label: Notices |
b320a8b1-f4dc-4a96-a686-78ad54f28118 | Clause:
Each Tag-along Stockholder shall take all actions as may be reasonably necessary to consummate the Tag-along Sale, including, without limitation, entering into agreements and delivering certificates and instruments, in each case, consistent with the agreements being entered into and the certificates being deliv... | Label: Cooperation |
47030d1c-b09a-4f54-ab09-6e62aa86e68a | Clause:
Notwithstanding anything to the contrary in this Agreement, except in the case of a default by the Underwriters pursuant to Section 6(b) above, in the event that this Agreement shall not be carried out for any reason whatsoever, within the time specified herein or any extensions thereof pursuant to the terms he... | Label: Expenses |
e1fdab7a-07b6-45c3-9938-76906d85f882 | Clause:
Borrower has title to the Collateral, subject to no Liens except for those created by the Security Instrument and Permitted Liens. All transfer taxes, deed stamps, intangible taxes or other amounts in the nature of transfer taxes required to be paid by any Person under Applicable Laws in connection with the tra... | Label: Titles |
a792af37-0a02-42b7-a3d3-98503baae683 | Clause:
There are no actions, suits or proceedings at law or in equity, arbitrations, or governmental investigations by or before any Governmental Authority or other agency now pending, filed, or, to Borrower’s knowledge, threatened against or affecting Borrower, Guarantor, Master Tenant, Principal or the Property, whi... | Label: Litigations |
63d89e6a-b226-495e-9605-53dbecc84a40 | Clause:
A waiver by any party of any of the terms and conditions of, or rights under, this Agreement shall not be effective unless signed by the party waiving such term, condition or right and shall not bar the exercise of the same right on any subsequent occasion or any other right at any time or be deemed or construe... | Label: Waivers |
e02d67d5-d15e-4295-8ebd-398ccb7a5d3f | Clause:
The parties hereby knowingly, voluntarily, and intentionally waive the right any of them may have to a trial by jury in respect of any litigation based hereon or arising out of, under, or in connection with this Agreement, or any course of conduct, course of dealing, statements (whether verbal or written), or a... | Label: Waiver Of Jury Trials |
2549e9ad-6985-493e-bd0e-b3d45dbbbe0f | Clause:
Notwithstanding any other provision of this Plan, the Company may withhold from amounts payable hereunder all federal, state, local and foreign taxes and other amounts that are required to be withheld by applicable laws or regulations, and the withholding of any amount shall be treated as payment thereof for pu... | Label: Taxes |
1055c181-d7b9-48e8-ad79-284228a89df8 | Clause:
All notices, requests, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given (i) when delivered by hand, if delivered personally or by courier, (ii) when sent by facsimile (with written confirmation of receipt), provided that a copy is mailed... | Label: Notices |
9813719b-d587-4324-9e68-89e4c901b2d6 | Clause:
No provisions of this Agreement or any Ancillary Agreement shall be deemed waived, amended, supplemented or modified by any Party, unless such waiver, amendment, supplement or modification is in writing and signed by the authorized representative of the Party against whom it is sought to enforce such waiver, am... | Label: Amendments |
70128e08-cb63-4b47-994e-6e60f0a48b62 | Clause:
Each Lender agrees to hold any confidential information which it may receive from the Borrower or any of its Subsidiaries or Affiliates pursuant to this Agreement in confidence and for use in connection with this Agreement (collectively, “ Information ”; provided that “Information” shall not include information... | Label: Confidentiality |
c67866a1-4d1c-4832-93ab-2cf844008a90 | Clause:
Each Guarantor agrees that all notices, statements, requests, demands and other communications under this Guaranty shall be given to such Guarantor at the address set forth on a Schedule to, or in a Loan Party Joinder and Assumption Agreement given under, the Credit Agreement and in the manner provided in Secti... | Label: Notices |
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