id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
ddf65351-8c46-4d85-a7a6-440bfc7be8a1 | Clause:
All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. If either party shall commence an actio... | Label: Governing Laws |
81f9e2d2-7370-48d8-95ff-bbaf7e1b733b | Clause:
Such Transferor will not change its (i) jurisdiction of organization, (ii) name, (iii) identity or structure (within the meaning of Article 9 of any applicable enactment of the UCC), unless it shall have: (i) given the Buyer (and the Administrative Agent, as its assignee) at least forty-five (45) days’ prior wr... | Label: Records |
833420ca-b9db-417b-8f81-acc60e4f08a8 | Clause:
The Company agrees before, during and after the Agreement Term to indemnify and hold harmless the Executive (and advance him expenses) to the fullest extent permitted by the Company’s and Holdings’ articles of incorporation and/or by-laws, which for the Company and Holdings shall be the articles and by-laws as ... | Label: Indemnifications |
cc95aecf-767e-479f-a68d-b58b008d271f | Clause:
This Agreement and the Plan contain the entire agreement and understanding among the parties as to the subject matter hereof, and supersede any other agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof.
Task: Classify this clause into ONE of these typ... | Label: Entire Agreements |
73e4a737-eb90-4898-8627-00600ee7f6b6 | Clause:
In the event of the Executive's Termination of Employment with the Control Group under Section 7(b), the Company shall pay any amounts due to the Executive under Section 5 through the Termination Date in accordance with the payment provisions of Section 5 and shall have no other obligation to the Executive or h... | Label: Disability |
5d116b0a-ba39-4c9e-bacc-7f388e4684e4 | Clause:
Each Loan Party and each of its Subsidiaries own, or hold licenses in, all Intellectual Property and Intellectual Property Licenses that are necessary or useful to the conduct of its business as currently conducted free and clear of all Liens except for Permitted Liens.
Task: Classify this clause into ONE of t... | Label: Intellectual Property |
eb2a0277-7a11-4f05-a6f7-b138760ecf7c | Clause:
Any amendment to the Plan will be deemed to be an amendment to this Award Agreement to the extent that the amendment is applicable to this Award Agreement; provided, however, that no amendment will adversely affect the rights of Participant with respect to this Award Agreement without the Participant’s consent.... | Label: Amendments |
6939ec54-8309-4d6c-b589-cf22542a5516 | Clause:
A Stock Appreciation Right is an Award that entitles the Participant to receive an amount equal to the difference between the Fair Market Value of the shares of Stock at the time of exercise of the Stock Appreciation Right and the Fair Market Value of the shares of Stock on the date of grant of the Stock Apprec... | Label: Definitions |
ff199d34-4507-462b-9a90-79611dedcd2c | Clause:
Any “ Reportable Event ” as such term is defined in ERISA under any Plan, or the appointment by an appropriate Tribunal of a trustee to administer any Plan, or the termination of any Plan within the meaning of Title IV of ERISA, and any of the foregoing results in a material liability to the Pension Benefit Gua... | Label: Erisa |
cb614dec-61b3-4f27-8d11-a00277281ed4 | Clause:
Whenever any notice is required or permitted hereunder, such notice must be in writing and personally delivered or sent by mail. Any such notice required or permitted to be delivered hereunder shall be deemed to be delivered on the date on which it is personally delivered, or, whether actually received or not, ... | Label: Notices |
03dcd93d-c4f5-461f-b849-05c27f125c36 | Clause:
Each Debtor acknowledges that it is not authorized to file any amendment or termination statement with respect to any financing statement relating to any security interest granted hereunder without the prior written consent of the Administrative Agent and agrees that it will not do so without the prior written ... | Label: Terminations |
4e7d2eec-7bb8-4ff8-ba91-c5f6d9c9abb3 | Clause:
The Company has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated... | Label: Authority |
1559df36-2276-411e-8304-ba59cda8fbf6 | Clause:
Subject to Section 5.13 of the Notes Collateral Agreement, upon the Termination Date, the security interest granted herein shall terminate and the Notes Collateral Agent shall execute, acknowledge, and deliver to the Grantors all instruments in writing in recordable form to evidence and release the collateral p... | Label: Terminations |
ed694a1f-493d-406d-828e-3d816d988a97 | Clause:
Notwithstanding the foregoing provisions, and except as otherwise provided in Section 5.9 , the registration rights provided in Article V of this Agreement shall terminate at such time (a) as the Registrable Securities Beneficially Owned by each Altor Investor may be sold without restriction pursuant to Rule 14... | Label: Terminations |
b749c320-fc15-443e-a86e-970c311d8b04 | Clause:
Comply with all applicable laws, rules, regulations and orders, such compliance to include, without limitation, compliance with ERISA and Environmental Laws as provided in Section 5.01(j), if failure to comply with such requirements would have a Material Adverse Effect, and maintain in effect and enforce polici... | Label: Compliance With Laws |
33722544-bbf6-4608-9b3d-c56e888ebf5f | Clause:
The Borrower agrees to pay all reasonable costs and expenses of the Agent in connection with the preparation, execution and delivery of this Amendment, including without limitation the reasonable fees and expenses of the Agent’s legal counsel.
Task: Classify this clause into ONE of these types (exactly one lab... | Label: Expenses |
851e3dfe-6b1c-4767-9c48-4d65de1093a9 | Clause:
All financial projections concerning the Borrower that have been or are hereafter made available to the Administrative Agent, the Banks and the Joint Lead Arrangers by the Borrower or any of the Borrower’s representatives (or on behalf of the Borrower or such representatives) in connection with this Agreement a... | Label: Disclosures |
6417a279-4255-4729-bfc1-c69557fdb2af | Clause:
In case any provision of or obligation under this Second Amendment shall be invalid, illegal or unenforceable in any jurisdiction, the validity, legality and enforceability of the remaining provisions or obligations, or of such provision or obligation in any other jurisdiction, shall not in any way be affected ... | Label: Severability |
be304e92-414a-42db-93f5-26ee59d9d70e | Clause:
The execution and delivery of this Agreement by the Asset Representations Reviewer, the performance by the Asset Representations Reviewer of the transactions contemplated by this Agreement and the fulfillment by the Asset Representations Reviewer of the terms hereof and thereof applicable to the Asset Represent... | Label: No Conflicts |
447fde5b-f042-42a3-8e5e-b118eadd09b5 | Clause:
Each Company has good and marketable title to all its property reflected on the Current Financials (except for property that is obsolete or that has been disposed in the ordinary course of business or, after the date of this Agreement, as otherwise permitted by Section 9.10 or Section 9.11 ). The execution, del... | Label: Liens |
610a608d-08b1-4631-8dd8-82baffadb206 | Clause:
The Executive acknowledges that, by reason of being employed by the Company at the relevant times, to the extent permitted by law, all of the Work Product consisting of copyrightable subject matter is "work made for hire" as defined in 17 U.S.C. § 101 and such copyrights are therefore owned by the Company. To t... | Label: Assignments |
9017b984-cf9d-402e-8b86-f7fd26e6c9b1 | Clause:
Except as set forth on Schedule 3.1(h) , the Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or su... | Label: Financial Statements |
b6afa75b-fce9-4b31-bd0f-472889111fdd | Clause:
During the Employment Period, the Executive shall receive a gross salary at the rate of 655,000 USD per year (“ Base Salary ”), less normal withholdings, payable in equal monthly installments as are or become customary under the Company’s payroll practices for its employees from time to time. The Compensation C... | Label: Base Salary |
33cb3cdb-0158-4d30-9645-6565bd0786f3 | Clause:
All notices and communications that are required or permitted to be given under this Agreement shall be in writing and shall be sufficient in all respects if given and delivered in person, by electronic mail, by facsimile, by overnight courier, or by certified mail, postage prepaid, return receipt requested, to... | Label: Notices |
6d4c9f96-4c1d-4d9a-80eb-2f2c911a0fc1 | Clause:
During the Employment Period, Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by Executive in the course of performing his duties and responsibilities under this Agreement, in accordance with the policies, practices and procedures of the Company to the extent ava... | Label: Expenses |
d36cc06b-7784-4883-98e8-63728aa043cb | Clause:
In the event a Participant dies while employed by the Company or any of its Affiliates, a number of PSUs equal to the target number of PSUs awarded (as set forth in the Certificate) shall immediately vest in the estate of such Participant or in any person who acquired such PSUs by bequest or inheritance, or by ... | Label: Death |
26166474-d349-4a35-80c2-4ee9f345012a | Clause:
Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company in care of the General Counsel of the Company at the Company's principal office, and any notice to be given to the Participant shall be addressed to the Participant at the Participant's last address reflect... | Label: Notices |
85cab31d-552c-40f7-bdfd-db4cf1864821 | Clause:
This Agreement shall be binding upon the parties and their respective heirs, executors, administrators, legal representatives, successors and permitted assigns; provided, however, that no party may assign this Agreement or any of its rights under this Agreement without the prior written consent of the other par... | Label: Successors |
682c752f-e754-4161-8824-ef57ed7d98ee | Clause:
Each of the Lenders hereby irrevocably appoints Cortland to act on its behalf as the Administrative Agent hereunder and under the other Term Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the t... | Label: Powers |
c608d6d7-ac75-4ec7-ae09-0dd89d9ab8e4 | Clause:
The authorized, issued and outstanding membership units of Seller is set forth and particularly described in Schedule 4.2(a) (the "Units"). All of the outstanding Units is owned by the members of the Seller in the proportions set out on Schedule 4.2(a) and is validly issued, fully paid and non-assessable. There... | Label: Capitalization |
d88cde87-e683-47b2-a5db-b3d9e30f8f71 | Clause:
Except as otherwise specified in this Contract, title and risk of loss or damage shall pass from Seller to Buyer Free-Into-Pipe (after the crude oil passes through the inlet flange of metering facilities) at Salt Lake City, UT immediately after Seller has title from its supplier.
Task: Classify this clause int... | Label: Titles |
e2e2b576-da8c-40e2-8626-7734e5bb6f77 | Clause:
Except as otherwise provided in Sections III.F.1.b. and IV., in the event the Company, in its sole discretion, determines that your employment is terminated by the Company other than for Cause, a pro-rata portion of the unvested Stock Units that are outstanding as of such termination of employment will remain o... | Label: General |
53181bd3-91d9-4393-aaa1-867c7e061352 | Clause:
Based on the consolidated financial condition of the Company as of the Closing Date, after giving effect to the receipt by the Company of the proceeds from the sale of the Securities hereunder: (i) the fair saleable value of the Company’s assets exceeds the amount that will be required to be paid on or in respe... | Label: Solvency |
1ede8cf9-dce5-44c5-999c-cc30a35b9e1e | Clause:
All of the Borrower’s obligations under this Article 3 shall survive termination of the Commitments and repayment of all other Obligations hereunder.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Ar... | Label: Survival |
845199b1-d899-4bfb-8258-1529b87643b4 | Clause:
The Borrower agrees to pay or reimburse all reasonable out-of-pocket expenses of the Depositary Bank (including reasonable fees and expenses for legal services) in respect of, or incident to, the execution, administration or enforcement of any of the provisions of this Agreement or in connection with any amendm... | Label: Expenses |
feaa023e-073d-4675-bd63-d5610b1d5359 | Clause:
Except as set forth on Schedule 5.06 , there are no actions, claims, suits, investigations or legal, equitable, arbitration or administrative proceedings pending or, to the knowledge of any Loan Party, threatened in writing against any Group Company (i) that involve any Loan Document or any of the Transactions ... | Label: Litigations |
c37d5462-270c-47f3-ad9d-9681ec85e708 | Clause:
This Agreement sets forth the entire agreement of the parties in respect of the subject matter contained herein and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties of the parties, whether oral or written, in respect thereof.
Task: Classify this ... | Label: Entire Agreements |
7252f340-0fa0-4e26-9969-8605effaa79e | Clause:
The Borrower agrees to pay to the Administrative Agent the fees in the amounts and on the dates as set forth in the Fee Letter and the Engagement Letter and to perform any other obligations contained therein.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amend... | Label: Fees |
b69e01f5-f49e-4731-9f83-ad9db08c3ce2 | Clause:
The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and to complete the Note Exchange Transactions, including the issuance of the Common Shares and the Preferred Shares, in accordance with the terms hereof. The execution and delivery of this Agreement... | Label: Authorizations |
89dde0cf-b636-4141-a9ae-61966bf9aae5 | Clause:
The headings contained in this Agreement are for reference purposes only and shall in no way affect the meaning or interpretation of this Agreement. In this Agreement, the singular includes the plural, the plural includes the singular, the masculine gender includes both male and female referents, and the word “... | Label: Headings |
39c96350-5887-4013-8e70-c490e175a3cb | Clause:
As of the date hereof, the Company has 240,000,000 authorized shares of Common Stock and 117,043,442 shares of Common Stock outstanding. All of the outstanding Common Stock has been duly authorized and validly issued, and are fully paid and nonassessable. Except as set forth in the Public Reports, no Common Sto... | Label: Capitalization |
e04c6292-b140-46d5-8fa8-6a9e7ffdc1a1 | Clause:
Except as set forth on Schedule 7.1.(bb)(x) or as otherwise disclosed to the Administrative Agent in writing from time to time in accordance with the requirements of Section 9.4.(v), no agreements exist with respect to any Major Tenant Lease within any Borrowing Base Property, nor do any agreements exist that a... | Label: Brokers |
7ecdd15f-31a6-4149-9147-36e6f7c8026c | Clause:
THIS SECOND AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption La... | Label: Applicable Laws |
d6db91c8-4d41-449d-bc4f-65c60aa6c9d2 | Clause:
Any notice to the Corporation contemplated by this Agreement shall be addressed to the attention of the Corporation’s Human Resource Department at 1334 York Avenue, New York, New York 10021; and any notice to the Participant shall be addressed to him or her at the address on file with the Corporation on the dat... | Label: Notices |
01364fca-c7d4-4463-a926-42cefb586555 | Clause:
This Agreement and the Employment Agreement set forth the entire understanding between the parties and supersede and replace any express or implied, written or oral, prior agreement of plans or arrangement with respect to the terms of the your employment and the termination thereof which you may have had with t... | Label: Entire Agreements |
897061f0-c71b-4c42-83d8-1e424462e315 | Clause:
Each Borrower executing this Agreement acknowledges that it is not authorized to file any financing statement or amendment or termination statement with respect to any financing statement without the prior written consent of Lender and agrees that it will not do so without the prior written consent of Lender, s... | Label: Terminations |
216db115-d04d-4625-b53e-260c8613db43 | Clause:
This Agreement has been, and each of the Notes to be delivered by it hereunder will have been, duly executed and delivered by the Borrower. This Agreement is, and each of the Notes when delivered hereunder will be, the legal, valid and binding obligation of the Borrower enforceable against the Borrower in accor... | Label: Enforceability |
f368a2f2-3d58-4da0-89f3-be0bb781ccdb | Clause:
Each Stockholder shall, from time to time, execute and deliver, or cause to be executed and delivered, such additional or further consents, documents and other instruments as the Company may reasonably request for the purpose of effectuating the matters covered by this Agreement.
Task: Classify this clause int... | Label: Further Assurances |
e44ef3f7-a173-489a-83f0-9d34a2756440 | Clause:
The Administrative Agent and each of the Lenders agrees to keep confidential all non-public information provided or made available to it by, or on behalf of, the Borrower in connection with this Agreement and the transactions contemplated hereby; provided that nothing herein shall prevent the Administrative Age... | Label: Confidentiality |
118500f2-ec49-4d6a-a12a-e3f8418a02a0 | Clause:
At the Closing, the amount outstanding under the Note shall be $81,000.00, which shall consist of the $75,000.00 purchase price and the $6,000.00 original issue discount, as further described in the Note.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendment... | Label: Expenses |
c096ee62-b5f4-44cb-9050-109d6f3f3a80 | Clause:
This Lease shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignme... | Label: Binding Effects |
e237dc84-ef9f-499f-89bd-9b6a8348ecb5 | Clause:
The entire principal balance outstanding hereunder, together with all accrued and unpaid interest thereon, shall be due and payable in full on the Maturity Date. All payments made hereunder shall be made when due in United States Dollars in immediately available funds. All payments made hereunder shall be appli... | Label: Interests |
9aac1c55-fd44-4826-86c9-e4cd1861bace | Clause:
This Agreement constitutes the entire agreement between the Parties respecting the subject matter hereof and there are no verbal or collateral understandings, agreements, representations other than as expressly set forth herein and therein.
Task: Classify this clause into ONE of these types (exactly one label)... | Label: Entire Agreements |
e5e92c4a-b4dc-4dea-a648-a6d929791a03 | Clause:
For the duration of this assignment, salary administration will be based on your Home Country policies and practices as well as your performance. Your base salary will be 315,000 Euros. Your next salary review will be July 2017. For the duration of this assignment, you will be paid from the Novelis Italia SDA p... | Label: Base Salary |
4f853725-0afb-428c-917f-e2cfbcdad3ba | Clause:
The parties represent and warrant to each other that each of them, respectively, has full power, right and authority to execute and perform this Agreement and all corporate action necessary to do so has been duly taken. In order to induce Lessor to enter into this Agreement, Tenant hereby represents and warrant... | Label: Authority |
c566627f-15c1-452d-8ecf-5c51d313ab89 | Clause:
Wherever possible each provision of this Sixth Amendment shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Sixth Amendment shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such prohibition or ... | Label: Interpretations |
66947f7c-9e3e-4b2b-8328-ee155623f512 | Clause:
All representations and warranties made hereunder and in any document, certificate or statement delivered pursuant hereto or in connection herewith shall survive the execution and delivery of this Agreement and the Notes and the making of the Loans; provided that all such representations and warranties shall te... | Label: Warranties |
f370aeca-d3c1-4abb-b898-5ae769ad2920 | Clause:
This Agreement shall be governed and construed exclusively in accordance with the law of the State of Delaware applicable to agreements to be performed in the State of Delaware to the extent it may apply .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendmen... | Label: Governing Laws |
d5534f43-3c42-4148-aca5-e50788de83cf | Clause:
The Executive shall not, at any time during the term of her employment and thereafter disparage the Company, its affiliates or their respective officers, directors or trustees, nor shall the Company, its affiliates or their respective officers, directors or trustees disparage Executive. Notwithstanding the fore... | Label: Non-Disparagement |
77eabf25-b3d9-4ff7-ace1-3bc01ebcc964 | Clause:
This Agreement may be executed in any number of counterparts, and each such counterpart hereof shall be deemed to be an original instrument, but all of such counterparts shall constitute for all purposes one agreement. Any signature hereto delivered by a party hereto by facsimile or other electronic transmissio... | Label: Counterparts |
bf67bfa5-a9d1-4532-92b3-e6c28d88ec2d | Clause:
Each party has cooperated in the drafting and preparation of this Agreement. Hence, in any construction to be made of this Agreement, the same shall not be construed against any party on the basis that the party was the drafter.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustmen... | Label: Construction |
428e3d5b-c7d6-4d38-b22a-c25cf9f02872 | Clause:
The Borrower has disclosed to the 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, could reasonably be expected to result in a Material Adverse Effect. No report, f... | Label: Disclosures |
46823e23-414d-48bd-a71a-a0d0e3ce9ae6 | Clause:
This Amendment constitutes a Loan Document and, together with all other Loan Documents (collectively, the “ Relevant Documents ”), sets forth the entire understanding and agreement of the parties hereto in relation to the subject matter hereof and supersedes any prior negotiations and agreements among the parti... | Label: Entire Agreements |
ed45fafe-bafe-4f3a-b3c1-452cee35a15b | Clause:
All expenses incurred by the Company in complying with this section, including, without limitation, all registration and filing fees, printing expenses, fees and disbursements of counsel and independent public accountants for the Company, fees of transfer agents and registrars are called “ Registration Expenses... | Label: Expenses |
9ca0a223-8dd1-44ec-a49b-6bd8fd32884b | Clause:
(a) On the date hereof (the “ Closing Date ”), the Purchaser agrees to purchase, and the Company agrees to sell and issue to the Purchaser, the Note for a purchase price equal to the Principal Amount.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, A... | Label: Closings |
9586d38c-0d46-4164-8ea3-d99885fb184d | Clause:
All notices, demands, requests, consents and other communications to any party hereunder shall be given in writing, or by any telecommunication device capable of creating a written record (including electronic email), and addressed to the party to be notified (a) in the case of a Guarantor, in care of the Borro... | Label: Notices |
f48cdb9a-8ed8-4079-aee3-5240d27f538f | Clause:
In addition to the payment of expenses pursuant to Section 9.1 , whether or not the transactions contemplated hereby shall be consummated, the Company (as “ Indemnitor ”) agrees to indemnify, pay and hold the Collateral Agent and the Purchasers, and the officers, directors, partners, managers, members, employee... | Label: Indemnity |
0c79ff0f-e9a4-4f6c-844f-ca19eff259cd | Clause:
The Board may, at any time, amend or terminate the Plan or this Agreement; provided, however that no amendment to this Agreement may, in the absence of written consent to the change by the Executive (or, if the Executive is not then living, the affected beneficiary), adversely affect the rights of the Executive... | Label: Amendments |
18f42cba-5f5e-4006-a62c-8c7f92f34482 | Clause:
No Loan Party, Subsidiary of any Loan Party, or any Affiliate thereof shall establish any Pension Plan or Multiemployer Plan, or shall enter into any arrangements that could be expected to require any Loan Party, any Subsidiary of any Loan Party or any Affiliate thereof to contribute to any Pension Plan or Mult... | Label: Erisa |
9625551f-4787-4c71-8a8d-ded5057d560f | Clause:
Subject to the conditions contained herein and in the Plan, the Restricted Stock Units shall vest and the restrictions on such Restricted Stock Units shall lapse as provided in the Award Notice.
Task: Classify this clause into ONE of these types (exactly one label):
... | Label: Vesting |
eae9add9-b6fb-4064-afde-2c7619b0fc7f | Clause:
No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, enter into or permit to exist any transaction (including the purchase, sale, lease or exchange of any property or the rendering of any service) with any officer, director or Affiliate of the Borrower or any its Subsid... | Label: Transactions With Affiliates |
994c6017-35c7-4b00-a3f2-625ac2a440fb | Clause:
Payment and provision of the benefits described in Sections 6(b) and 6(c) of this Agreement (the “Severance Payments”) are subject to Executive’s execution and delivery to NBTB of a Separation Agreement and Release, in substantially the form attached hereto as Exhibit A (the “Release”), which shall be incorpora... | Label: Releases |
a4717ab5-9d81-4b22-89e1-f27f67dbd7b4 | Clause:
The Servicer is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Nevada. The Servicer is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions which require such qualification, except to the extent that failure to ... | Label: Organizations |
342ba952-c346-4fa6-b928-aad5f6365167 | Clause:
The descriptive headings of the several sections and paragraphs of this Note are inserted for convenience only and do not constitute a part of this Note.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals... | Label: Headings |
3446e1aa-e8ca-4ef9-88e0-8d106dd16fd8 | Clause:
Each Loan Party and each other party to this Agreement hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement... | Label: Venues |
bd746ead-af19-4802-8703-eaefb36341ef | Clause:
This Agreement and the SPA collectively set forth the entire understanding of the Company and the Restricted Holder relating to the subject matter hereof and supersedes all other prior agreements and understandings between the Company and the Restricted Holder relating to the subject matter hereof.
Task: Class... | Label: Entire Agreements |
53f08364-5b35-420b-82a8-ca22ff5a82e6 | Clause:
Any notices required or permitted to be given hereunder shall be given in writing and delivered in person or sent certified mail, postage prepaid, return receipt requested, to the respective parties at their addresses set forth at the beginning of this Agreement or at such other addresses as may hereinafter be ... | Label: Notices |
2cd7c0c1-98fb-4be8-b6bd-cefa02875deb | Clause:
This Agreement may not be amended or modified in any way, except pursuant to a written instrument signed by all parties.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assig... | Label: Amendments |
f27eaeb3-4bda-4947-98f3-d21e22510a13 | Clause:
Any notice, other communication or payment required or permitted hereunder shall be in writing and shall be deemed to have been given upon receipt by the other party.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable La... | Label: Notices |
373663a4-0d50-40e3-b9ec-1834458ad6e6 | Clause:
BYTOC has no shares authorized, issues or outstanding. The Ownership Interest is validly issued, fully paid, and non-assessable and not issued in violation of the preemptive or other rights of any person. BYTOC has no existing options, warrants, calls, or commitments of any character relating to any interest in... | Label: Capitalization |
f9b7eb82-94a0-426c-944c-769bc20f4fdc | Clause:
Any monetary payment due Lessor hereunder, other than late charges, not received by Lessor, when due as to scheduled payments (such as Base Rent) or within 30 days following the date on which it was due for non-scheduled payment, shall bear interest from the date when due, as to scheduled payments, or the 31st ... | Label: Interests |
20c3395d-7f3a-43ee-b0f4-4335c000b87c | Clause:
At the Funding Date and after giving effect to the consummation of the transactions contemplated by this Agreement, each of the Parent and the Company will (i) have capital, cash flows and sources of working capital financing sufficient to carry on its business and transactions and all business and transactions... | Label: Solvency |
76f72a9e-d936-490b-932c-72ca37338b97 | Clause:
The agreements in this Section 5.03 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable hereunder.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals... | Label: Survival |
50f4d525-7d6e-4070-8fee-ff1b37ea88b7 | Clause:
This Agreement may be executed in counterparts, each of which shall be deemed an original for all purposes. All counterparts shall be construed together and shall constitute one agreement, and facsimile/pdf copies of signatures on this Agreement will be deemed originals.
Task: Classify this clause into ONE of ... | Label: Counterparts |
cc7fe9e4-0e7c-4db7-9c89-978d4d8e2731 | Clause:
Sections 8 ("No Conflict of Interest"), 9 ("Confidentiality and Proprietary Rights"), 10 (Nonsolicitation), 11 ("Injunctive Relief"), 12 ("Agreement to Arbitrate"), 13 ("General Provisions") and 14 ("Entire Agreement") of this Agreement shall survive Executive's employment by Company.
Task: Classify this claus... | Label: Survival |
c1370eac-93a9-48d1-a3cf-d51a9f362c50 | Clause:
Whenever the following words and phrases are used in this Plan, with the first letter capitalized, they will have the meanings specified below.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitrat... | Label: Definitions |
81b8f809-0d47-43b0-84c9-7a811916b8eb | Clause:
This Separation Agreement shall be governed by and construed in accordance with the internal law of the State of New York without application of its principles of conflict of laws.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws,... | Label: Governing Laws |
79a3be10-0dcb-496f-9a31-4868ef428819 | Clause:
(“Amendment”) made effective on April 16, 2014 (the “Effective Date”) to the amended and restated employment agreement dated as of May 1, 2006, as amended (the “Employment Agreement”), between Celgene Corporation, a Delaware corporation (the “Company”), and Robert J. Hugin (the “Executive”).
Task: Classify thi... | Label: Amendments |
5c42946c-93e8-4c0f-ac91-2c5d66417a57 | Clause:
This Agreement shall be governed in all respects, including validity, interpretation and effect, by the internal laws of the Commonwealth of Pennsylvania. In the event of a dispute between any of the Parties arising under or relating in any way whatsoever to this Agreement, the disputing Parties shall attempt t... | Label: Governing Laws |
4e694a45-27dd-4650-aa83-f2ab40e9bdea | Clause:
Every notice or other communication relating to this Agreement between the Company and the Participant shall be in writing, and shall be mailed to or delivered to the party for whom it is intended at such address as may from time to time be designated by it in a notice mailed or delivered to the other party as ... | Label: Notices |
82f2b2ab-b288-4d49-9434-da76bf8ffa98 | Clause:
After giving effect to this Amendment, each of the Obligors is in compliance with all terms and conditions of the Loan Agreement, as modified by this Amendment, and the other Loan Documents on its part to be observed and performed and no Default or Event of Default has occurred and is continuing.
Task: Classif... | Label: No Defaults |
a9925083-f3ad-4622-aa26-c1d6ec310f9d | Clause:
No consent, waiver, approval or authorization is required from any person, entity or Authority in the United States (that has not already been obtained) in connection with the execution and delivery of this Agreement and the Confidentiality and Access Agreement by Seller or the performance by Seller of the tran... | Label: Consents |
f50eb598-718b-424f-a471-4d5ff7cca212 | Clause:
Notwithstanding the foregoing, in the event of a Participant's termination of employment during a Performance Period due to death, Disability, termination of employment by the Company without Cause, or Other Retirement, the Participant will be entitled to receive a prorated Long-Term Incentive Bonus for that Pe... | Label: Disability |
5f665e4f-c9f1-4626-9e47-3daf7677675a | Clause:
This Agreement and the Confidentiality Agreement constitute the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein and supersede all prior and contemporaneous representations, warranties, understandings and agreements, both written and oral, with respe... | Label: Entire Agreements |
c28bb65b-38f2-4ad5-becb-1438eb0f2ea1 | Clause:
Except as otherwise required by Legal Requirements, neither Party shall use the other’s name or refer to it directly or indirectly in an advertisement, news release or release to any professional or trade publication or issue any news release relating to this Agreement, without the prior written approval from s... | Label: Publicity |
cc9eb597-10f9-4f5d-8394-82fbce49b794 | Clause:
The ABL Collateral Agent, the Term Loan Collateral Agent and each of the Claimholders, each agrees that each of them shall take such further action and shall execute and deliver such additional documents and instruments (in recordable form, if requested) as the ABL Collateral Agent or Term Loan Collateral Agent... | Label: Further Assurances |
09aa39c2-cc05-4e87-a225-e0ade35f4724 | Clause:
A base salary (the "Base Salary"), at the initial annual rate of not less than [Dollar Amount] ($[_______]) will be paid to the Executive in regular installments in accordance with the Company's designated payroll schedule.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Ag... | Label: Base Salary |
6ae8684f-be4c-44d3-9ea1-e777c81e03c0 | Clause:
At the time of and immediately after giving effect to such Borrowing no Default or Event of Default shall exist or result therefrom.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assign... | Label: No Defaults |
57f08d94-f8fa-41d4-b1db-d7c6d7bb14ad | Clause:
This Agreement shall become valid when executed and accepted by Company. This Agreement shall be construed in accordance with the laws of the State of California, without an application of the principles of conflicts of laws. Anything in this Agreement to the contrary notwithstanding, the Advisor shall conduct... | Label: Governing Laws |
9f95c4f3-e46d-4868-84c5-ca20446f3ca0 | Clause:
Each Loan Party and each of its Subsidiaries (a) ( i) is a corporation, partnership or limited liability company validly organized and existing and in good standing under the Laws of the jurisdiction of its organization; and (ii) is duly qualified to do business and is in good standing as a foreign corporation ... | Label: Organizations |
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