id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
033851bd-288e-4691-9a06-710d33598acf | Clause:
In the event a Change in Control occurs, the shares of Restricted Stock Units shall be treated as specified in the Plan.
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: Change In Control |
2f4de2ec-f23b-462f-ba07-2c5562f0d8b6 | Clause:
This Agreement shall be governed by and construed under the laws of the State of New Mexico, without regard to principles of conflict of laws (whether in the State of New Mexico or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New Mexico.
Task:... | Label: Governing Laws |
ded6cad9-ef98-4d3e-befa-8d15daab8cea | Clause:
The Company shall pay (or cause to be paid) the fees payable to the L/C Tranche Lenders and the Issuing Lenders, as applicable, set forth in the L/C Fee Letter. Notwithstanding any inconsistent provision of this Agreement or the L/C Fee Letter, (x) at the option of the Company and upon notice to the Administrat... | Label: Fees |
14b47329-8643-475d-be23-1af99067f2be | Clause:
The Contractor shall not assign this Contract or any part hereof. This Contract shall bind and benefit the parties' respective executors, administrators, successors, assigns and legal representatives, except as provided for in this Contract.
Task: Classify this clause into ONE of these types (exactly one label... | Label: Assignments |
02ae3227-fee3-4849-96fa-e8a6ea7bbde4 | Clause:
There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority now pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower that (i) involve any of the Loan Documents or the Transactions, or (ii), if adversely determined, could reasonab... | Label: Litigations |
7489a014-04bb-41cd-923b-d40feffa0f95 | Clause:
Except to the extent governed by applicable federal law, the validity, interpretation, construction and performance of the Plan and Agreements under the Plan, shall be governed by the laws of the State of Michigan, without regard to its conflict of law rules.
Task: Classify this clause into ONE of these types ... | Label: Governing Laws |
50121875-238a-4079-b335-e029bf973689 | Clause:
All controversies, claims, and disputes arising out of or relating to this Agreement, including without limitation any alleged violation of its terms, shall be resolved exclusively by final and binding arbitration in New York City. Such arbitration shall be conducted in English by three arbitrators appointed as... | Label: Arbitration |
87343804-1e93-4af2-8e65-bfc22774adf2 | Clause:
If any one or more of the provisions of the Agreement shall be held invalid, illegal, or unenforceable, the remaining provisions of this Agreement shall be unimpaired, and the invalid, illegal, or unenforceable provision shall be replaced by a mutually acceptable provision, which, being valid, legal, and enforc... | Label: Severability |
a4d15c21-94be-4cba-b0ae-e872d5f7d90a | Clause:
This Agreement and any claims, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Agreement and the transactions contemplated hereby shall be governed by, and construed in accordance with, the laws of the State of New York.
Task: Cl... | Label: Governing Laws |
e5f5956e-5bad-4e21-bbb2-1f7b47ac0c43 | Clause:
If, during the Employment Term at any time during the period of twelve (12) consecutive months commencing on the occurrence of a Change in Control, (i) the Executive is involuntarily terminated (other than for Cause), or (ii) the Executive terminates his employment for Good Reason, or (iii) the Company gives no... | Label: Benefits |
72e5a579-c76a-4884-a17e-707f16c65b69 | Clause:
This Joinder shall be governed by and construed 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 Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Autho... | Label: Governing Laws |
22088083-8d86-4f29-9889-61f68ac86cd7 | Clause:
Any provision of this letter agreement held by a court of competent jurisdiction to be invalid or unenforceable shall not impair or invalidate the remainder of this letter agreement and the effect thereof shall be confined to the provision so held to be invalid or unenforceable.
Task: Classify this clause into... | Label: Severability |
0d7fbac9-df96-4fa8-bf3e-295f27d4beac | Clause:
This Agreement and any and all matters arising directly or indirectly herefrom shall be governed by and construed in accordance with the laws of the State of New York, United States of America, without giving effect to (A) its conflict of law principles and (B) the United Nations Convention on Contracts from th... | Label: Governing Laws |
a944f8f8-5b67-407b-81de-16556fb3fa83 | Clause:
Base Rent, Additional Rent and any other amount due from Tenant to Landlord under this Lease is sometimes hereinafter referred to as “ Rent .” In the event any Rent is not received on or before the fifth (5th) day after the same is due, for each and every such payment, Tenant shall pay a service charge equal to... | Label: Interests |
67bd58c0-05ef-4900-afcd-ff6a012394c6 | Clause:
The Parent will not, and will not permit any Restricted Subsidiary to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) transactions in the ordin... | Label: Transactions With Affiliates |
7b27b1d6-2281-49c4-93a9-2661fa510c01 | Clause:
After the applicable Closing Date, Seller, on the one hand, and Purchaser, on the other hand, shall (and shall cause their respective affiliates to): (a) assist the other party in preparing and filing any Return or report that such other party is responsible for preparing and filing in accordance with this Sect... | Label: Cooperation |
a7061b4e-aabc-4323-aaeb-11f8e6bc96b9 | Clause:
This Agreement shall inure to the benefit of, be binding upon and be enforceable by the Company and its successors and assigns. The Participant shall not assign (except as provided by Section 8 hereof) any part of this Agreement without the prior express written consent of the Company.
Task: Classify this clau... | Label: Assignments |
93a34f69-c8aa-4c51-accf-109e2acac968 | Clause:
This Agreement shall continue so long as Indemnitee shall be subject to any possible Proceeding. This Agreement shall be binding upon the Company and its successors and assigns (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business... | Label: Binding Effects |
04f84b7d-82cb-4f6e-9bd9-eca09b4d048c | Clause:
Guarantor shall pay on demand all reasonable and documented out-of-pocket expenses (including attorneys’ fees) in any way relating to the enforcement or protection of the Purchaser’s or the Agent’s rights under this Guaranty or in respect of the Guaranteed Obligations, including any incurred during any “workout... | Label: Expenses |
00a5fdf4-e42d-44dc-b7e4-5e0db16044bf | Clause:
All notices or other communications given or made hereunder shall be in writing and shall be deemed duly given: (i) upon personal delivery to the party to be notified, (ii) when sent by confirmed facsimile if sent during normal business hours of the recipient, if not, then on the next business day, (iii) five (... | Label: Notices |
5f8afc89-b338-459c-a0a2-d3c440c40c7d | Clause:
Each Credit Party and each Subsidiary thereof has duly filed or caused to be filed all federal, state, local and other tax returns required by Applicable Law to be filed, and has paid, or made adequate provision for the payment of, all federal, state, local and other taxes, assessments and governmental charges ... | Label: Payments |
ee0b4db9-2925-45d3-9eff-474ac9d6842e | Clause:
All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and... | Label: Survival |
f288e84d-5638-48e9-b44f-b8321cde2738 | Clause:
Notwithstanding anything herein to the contrary, if prior to settlement of the Restricted Stock Units as unrestricted stock, the Board of Directors finds sufficient cause, in its absolute discretion, it may resolve to forfeit any or all of the Restricted Stock Units held for the Grantee; provided, however, that... | Label: Forfeitures |
d59e106c-81ec-4436-9191-adcf05360173 | Clause:
By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Bank that issues such Letter of Credit or the Lenders, such Issuing Bank hereby grants to each Lender, and each Lender hereby acquires from such I... | Label: Participations |
0203a182-65e8-4f8a-9e23-453729b92ace | Clause:
The Holder and each holder of Warrant Shares, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss in... | Label: Remedies |
b9c4ebbd-2a91-4ba0-901c-4ef416b79293 | Clause:
Evidence of existence, organization, and authority of Purchaser and the authority of the persons executing documents on behalf of Purchaser reasonably satisfactory to Seller and Title Company.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corr... | Label: Authority |
b8b44041-9761-44fe-9ddd-57262149d7c0 | Clause:
Borrower acknowledges that it is currently in default under the Loan Agreement by its failure to comply with the minimum EBITDA financial covenant contained in Section 6.9(a) of the Loan Agreement for the compliance period ended September 30, 2015 (the “ Existing Default ”). Bank hereby waives Borrower’s Existi... | Label: Waivers |
09c58007-6e4d-459c-9e4e-8e06e6f4089d | Clause:
The Acquiree Company and its Subsidiaries own or possess all patents, trademarks, domain names (whether or not registered) and any patentable improvements or copyrightable derivative works thereof, websites and intellectual property rights relating thereto, service marks, trade names, copyrights, licenses and a... | Label: Intellectual Property |
a2ae2a80-e359-4ea7-a13c-fd3635f10fcf | Clause:
This Security Agreement may be executed in any number of counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original, and all of which counterparts, taken together, shall constitute one and the same Security Agreement. A set of the counterparts executed by all the... | Label: Counterparts |
4125216b-a6a9-44ea-876e-2ff7e28bc652 | Clause:
No waiver or course of dealing shall be established by (a) the failure or delay of Lender to require strict performance by any Obligor under any Loan Document, or to exercise any rights or remedies with respect to Collateral or otherwise; (b) the making of the Loan during a Default, Event of Default or other fa... | Label: Waivers |
232e3bda-f8e0-4930-9b31-f3bb88b2fdde | Clause:
All payments to be made by the Borrowers shall be made free and clear of and without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrowers hereunder shall be made to the Administrative Agent, for the account of th... | Label: General |
32599ef7-bfbb-49e8-a171-527954579778 | Clause:
The proceeds of (a) the Term Loans funded on the Closing Date were used by the Borrower or its Subsidiaries on the Closing Date to consummate the applicable Transactions and to pay related costs and expenses, (b) the 2016 Incremental Facilities funded on the Restatement Effected Date will be used by the Borrowe... | Label: Use Of Proceeds |
e276c3d1-3ea2-4446-afd2-f15520b6e963 | Clause:
The Committee has the right to amend, alter, suspend, discontinue or cancel the Option, prospectively or retroactively; provided, that , no such amendment shall materially impair the previously accrued rights of the Participant under this Agreement without the Participant’s consent, subject to the provisions of... | Label: Amendments |
ce66ef4f-4deb-433e-81e0-0a3311989c4b | Clause:
All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other party or by reputable overnight courier or registered or certified mail, return receipt requested, postage prepaid, addressed as follows: (i) if to the Executive, to his home address as it appears... | Label: Notices |
e7431534-afc6-425a-aa85-f15661b72b87 | Clause:
This Agreement shall be binding upon the Partnership, each Purchaser and their respective successors and permitted assigns. Except as expressly provided in this Agreement, this Agreement shall not be construed so as to confer any right or benefit upon any Person other than the Parties to this Agreement and as p... | Label: Binding Effects |
c337c3a2-a703-44fa-bb6d-ed988a62c177 | Clause:
Each of Parent Guarantor, the Borrower and each Material Subsidiary of the Borrower that is a Restricted Subsidiary (a) is a duly organized and validly existing corporation or other entity in good standing (as applicable) under the laws of the jurisdiction of its organization and has the corporate or other orga... | Label: Compliance With Laws |
8d05ec15-774f-4a07-84ef-5953d6c7488a | Clause:
With respect to the performance of this License Agreement and the activities contemplated by this License Agreement, each Party shall comply with all Applicable Laws.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable La... | Label: Compliance With Laws |
0fa507a0-1551-4315-8630-b714bb4cae27 | Clause:
This Lease shall be binding upon the parties hereto, their heirs, personal representatives, successors, and assigns, and all of the terms, covenants, and provisions hereof shall enure to the benefit of the heirs, personal representatives, successors, and assigns of the parties hereto, provided that nothing here... | Label: Binding Effects |
543666fc-9a0d-4b46-ac55-3be5013f7329 | Clause:
Any sales, use, excise or other taxes (other than Vendor's income taxes or such other taxes which are the responsibility of Vendor such as those with respect to Vendor’s employees or real estate for example) payable in connection with or attributable to the Services shall be paid by Customer in accordance with ... | Label: Taxes |
684c532f-3607-41f3-ac49-ea16117c855e | Clause:
Each of the Company’s Subsidiaries has been duly organized and is validly existing as a corporation or other legal entity in good standing under the Law of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties, and to conduct its business and is duly q... | Label: Subsidiaries |
75a63d5d-77dc-4a10-ac35-e25bcf5ec2a5 | Clause:
On and after the Closing, DSKX shall (and shall cause its Affiliates to) maintain the confidentiality of all confidential or proprietary information of the Company and agrees not to, directly or indirectly, disclose any such confidential or proprietary information except to the extent that disclosure of any por... | Label: Confidentiality |
7690817e-02b9-4e2f-9c21-fbac96b036bb | Clause:
Upon the termination of Grantee's employment with the Company prior to the time the Restricted Stock Units have vested pursuant to Section I.C., other than a termination in the event of Grantee’s death, Disability or a Change in Control Termination, the Restricted Stock Units and DERs shall thereupon be forfeit... | Label: Forfeitures |
089e09ee-d4ce-4c6b-8659-109957a2e966 | Clause:
This Amendment shall become effective and binding on the Amendment Parties in accordance with the terms of the Backstop Agreement upon the execution and delivery by the Company and the Requisite Investors of an executed signature page hereto.
Task: Classify this clause into ONE of these types (exactly one labe... | Label: Effectiveness |
94c867a3-9324-4e5e-99cf-c218f5de6d41 | Clause:
The Company, failing which the other Grantors, shall reimburse the Applicable Collateral Agent (which, for purposes of this Section, shall include its officers, directors, employees, agents, delegates, counsel and any receiver appointed under this Agreement) upon request for all properly incurred, reasonable an... | Label: Indemnity |
a7ba3f4e-1174-42d3-b445-df947dc02a72 | Clause:
It is the desire and intent of the parties that the provisions of this Employment Agreement shall be enforced to the fullest extent permissible. The invalidity or unenforceability of any provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which... | Label: Enforceability |
0fe807de-5f75-4aca-91e0-a551b35cae1e | Clause:
By accepting this Option pursuant to this Agreement, Grantee represents that he or she has reviewed with his or her own tax advisors the federal, state, local and foreign tax consequences of the transactions contemplated by this Agreement and that he or she is relying solely on such advisors and not on any stat... | Label: Taxes |
e5d354b8-fb3e-44cb-83de-8102f1ce926a | Clause:
All demands, notices and communications hereunder shall be in writing and shall be delivered or mailed by registered or certified first-class United States mail, postage prepaid, hand delivery, prepaid courier service, or by facsimile or e-mail (if an applicable facsimile number or e-mail address is provided on... | Label: Notices |
23096d7d-1c3c-48c0-babb-32ec295ba2a2 | Clause:
Any controversy, dispute, or claim between the parties to this Agreement, including any claim arising out of, in connection with, or in relation to the formation, interpretation, performance or breach of this Agreement shall be referred to mediation, with a mediator, jointly selected by the parties, and with th... | Label: Arbitration |
e0413dd3-a705-408f-a210-d739ee911686 | Clause:
If the Revolving Credit Facility is increased in accordance with this Section, the Administrative Agent and the applicable Borrower shall determine the effective date (the “ Revolving Credit Increase Effective Date ”) and the final allocation of such increase. The Administrative Agent shall promptly notify the ... | Label: Effective Dates |
5838ffca-c9ce-42b9-a2bb-58cf66bfbf94 | Clause:
This Agreement may be executed in separate counterparts, which together constitute one instrument. This Agreement may be transmitted by facsimile or email.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approva... | Label: Counterparts |
354e3c53-384e-4b27-95ba-f2be6521c9f3 | Clause:
From and after the date hereof and so long as any Notes remain outstanding, the Company shall not, nor shall it permit any of its subsidiaries to, enter into, renew, extend or be a party to, any transaction or series of related transactions (including, without limitation, the purchase, sale, lease, transfer or ... | Label: Transactions With Affiliates |
4bbbe1d7-c1b6-4ef6-ba32-902cb2a8cad6 | Clause:
This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the state of New York, without regard to its conflicts of law doctrine. To the extent any court action is permitted pursuant to Section 21 or 27, each party unconditionally and irrevocably agrees that the exclusiv... | Label: Governing Laws |
6c36d5ba-f996-4352-9684-b0b94045434f | Clause:
The validity, construction, interpretation and effect of this grant shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without giving effect to the conflicts of laws provisions thereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adju... | Label: Applicable Laws |
2787f1f1-878c-469c-a283-631851cb3b45 | Clause:
In addition, during the Employment Period and subject to the terms and conditions of any applicable plans and programs, the Executive shall be eligible to participate in all employee benefit programs (including, without limitation, healthcare, disability, life insurance and 21 days of paid time off (“PTO”) per ... | Label: Benefits |
ce4a8912-ee7f-4e82-998e-1181e22c6bc9 | Clause:
The Audited Financial Statements, the Borrower Interim Financial Statements and the Company Interim Financial Statements, furnished to the Administrative Agent and the Lenders, are true and complete, have been prepared in accordance with GAAP, and fairly present the financial condition of the Borrower and its S... | Label: Financial Statements |
886fbf08-7acf-4b39-b0e2-377a730b1de6 | Clause:
Subject to the other terms and conditions of this Amendment, the Administrative Agent and the Lenders hereby waive the Specified Event of Default. The above waiver shall not modify or affect the Credit Parties’ obligations to comply fully with the other terms of the Credit Agreement or any other duty, term, con... | Label: Waivers |
8fd1dcfa-888d-4b7c-9a35-bc49999ef222 | Clause:
Any term or provision of this Agreement (or part thereof) that renders such term or provision (or part thereof) or any other term or provision (or part thereof) hereof invalid or unenforceable in any respect shall be severable and shall be modified or severed to the extent necessary to avoid rendering such term... | Label: Severability |
d84afb34-e742-4094-ba3f-e19e09c97eb3 | Clause:
(i) The Administrative Agent shall have received certified copies of the resolutions of the Board of Directors (or similar governing body) of the Borrower approving this Amendment, and of all documents evidencing other necessary corporate or other organizational action, as the case may be, and governmental appr... | Label: Approvals |
78dfcfde-2d84-44d4-8105-2aea43ffd884 | Clause:
In the event of any conversion, stock split, stock dividend, recapitalization, reclassification, reorganization, merger, consolidat ion, spin-off, combination, exchange of shares, liquidation or other similar change in capitalization or event, or any distribution to holders of Common Stock other than a regular ... | Label: Adjustments |
ed63a3e2-9299-44bf-aeef-b00da2b3228e | Clause:
The Loan Documents shall be governed by and construed in accordance with the laws of the State of California, without regard to the conflicts of law provisions of the State of California or of any other state. The Company and each Investor consent to personal jurisdiction in Orange County, California.
Task: Cl... | Label: Governing Laws |
1d1e5e6f-fc3a-4e73-be43-2bddae809e79 | 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 |
14f30dfb-273f-416c-a0eb-68875a66d24d | Clause:
With the exception of those terms and conditions specifically modified and amended herein, the herein referenced Lease shall remain in full force and effect in accordance with all its terms and conditions. In the event of any conflict between the terms and provisions of this Fourth Amendment and the terms and ... | Label: Miscellaneous |
89b055b9-5b72-45a2-ac3c-40d102c3332a | Clause:
All covenants, agreements, representations and warranties made by any Borrower herein and in the certificates or other instruments delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of t... | Label: Survival |
9e0622d6-8986-4218-9de0-59e083c401a1 | Clause:
All of the direct and indirect subsidiaries of the Company are set forth in the SEC Reports. The Company own, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiar... | Label: Subsidiaries |
048a9126-184c-43e2-9b19-f145d80d3648 | Clause:
Borrower and Lender each hereby waives any and all rights any of them may have to a jury trial in connection with any litigation commenced by or against any of the parties to this Agreement with respect to rights and obligations of the parties hereto under this Agreement or under the Financing Agreements.
Task... | Label: Waiver Of Jury Trials |
29070868-23ab-411a-9ff4-232b78b52f53 | Clause:
No litigation or administrative proceeding of or before any court, tribunal or governmental body is currently pending, or to the knowledge of the Transferor threatened, against the Transferor or any of its properties or with respect to this Agreement, the other Transaction Documents to which it is a party or th... | Label: Litigations |
b2aff59b-28eb-49ca-a896-67a8bf4b37cb | Clause:
Any notice required to be given herein by the Trustee, an Employer, or the Committee, shall be deemed delivered when (a) personally delivered, or (b) placed in the United States mail, postage prepaid, in an envelope addressed to the last known address of the person to whom the notice is given.
Task: Classify t... | Label: Notices |
2c25bc23-92c2-4b73-817d-393c5ecb7a93 | Clause:
Except for fees payable to (i) Agent and/or Lenders, and (ii) Batuta Advisors, no broker, finder or other intermediary has brought about the obtaining, making or closing of the transactions contemplated by the Financing Documents, and Borrower does not currently have, nor will have any obligation to any Person ... | Label: Brokers |
094e3d3a-94cf-4450-be70-23c8bbf1e78e | Clause:
This Lender Joinder Agreement, together with the Credit Agreement and the other Credit Documents, embodies the entire agreement and understanding between the parties hereto and supersedes all prior agreements and understandings of the parties, verbal or written, relating to the subject matter hereof. Except as ... | Label: Entire Agreements |
12a1323c-e9fc-4d6a-8f79-5d306fb0aa51 | Clause:
Your position is Senior Vice President and General Counsel reporting directly to me. As the Senior Vice President and General Counsel, you will also be a member of Catalent’s Executive Leadership Team and will be located at our Somerset, NJ office.
Task: Classify this clause into ONE of these types (exactly on... | Label: Positions |
26233c3d-470f-4cda-bfc3-e82067930c03 | Clause:
Sellers shall maintain existing insurance or “tail” insurance, in form and substance reasonably acceptable to Buyer (“ Seller Insurance ”), to insure against liabilities in connection with the development, business or operation of the Sellers and/or the Purchased Assets. The Seller Insurance coverage shall be r... | Label: Insurances |
b487bb83-3cce-4b23-bd0e-926526c68cbd | Clause:
No waiver by JANSSEN or ACT II of any breach of this Agreement will constitute a waiver of any subsequent breach, and no exercise by either JANSSEN or ACT II of any right of termination will constitute a waiver of any right for recovery of any monies then due it hereunder or any other right or remedy su... | Label: Waivers |
b58bc0d4-8018-40c1-9d42-90a04ba610cf | Clause:
Delphax and its Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as is prudent and customary in the businesses in which Delphax and its Subsidiaries are engaged. Delphax and its Subsidiaries have no reason to believe that they will not... | Label: Insurances |
b6e04eb2-57ee-4381-8eff-aabd3356d1a7 | Clause:
Any and all notices or other communications or deliveries to be provided by the Holder hereunder, including, without limitation, any Notice of Conversion, shall be in writing and delivered personally, by facsimile, or sent by a nationally recognized overnight courier service, addressed to the Company, at the ad... | Label: Notices |
1a4aa789-bf55-4263-b9e3-fc0dbf5f8cab | Clause:
Subject to Section 8.D, Executive’s employment with the Company is “at-will” and may be terminated at any time by either Executive or the Company for any reason (or no reason) in accordance with this Agreement, which will also result in the Term ending, by the party seeking to terminate Executive’s employment p... | Label: General |
6b497a7d-1d5a-495c-80dc-ddbe3fce739f | Clause:
This Series 2016-1 Supplement may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute one and the same Ser... | Label: Counterparts |
4fcd75c6-5fde-44a5-b7b0-0baab2490fe4 | Clause:
Neither this Agreement, nor any rights or obligations contained therein, may be assigned or delegated by either Party without the prior written consent of the other Party, and any such purported assignment or delegation shall be void and of no effect. Subject to the foregoing, this Agreement will inure to the b... | Label: Assignments |
bb125243-a24f-4489-b778-74a4d9ba5f88 | Clause:
The Company shall reimburse Executive for reasonable expenses incurred in the performance of his duties and services hereunder and in furtherance of the business of the Company, in accordance with the policies and procedures established by the Company. No expenses incurred after the cessation of Executive’s emp... | Label: Expenses |
781abcf6-47f8-4d8d-a6ce-aff1534a0547 | Clause:
The Parties shall cooperate fully, as and to the extent reasonably requested by any other Party, in connection with the filing of any Tax Return of or relating to the Company and any audit, litigation or other proceeding with respect to Taxes of or relating to the Company. Such cooperation shall include the ret... | Label: Cooperation |
4d690ad7-e352-47cf-b96c-aa2ceefb7fb0 | Clause:
If a court determines that any of the restrictions contained in Paragraph 5(a) or Paragraph 5(b) is unreasonable in terms of scope, duration, geographic area, or otherwise, or any provision in Paragraph 5(a) or Paragraph 5(b) is otherwise illegal, invalid, or unenforceable, then such restriction or provision, a... | Label: Modifications |
e156c702-3089-4c4a-9e12-d51de78dffe8 | Clause:
Other than the fees payable to the Placement Agent as described in Section 7.7 below, no brokerage or finder’s fees or commissions are or will be payable by the Company to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other person with respect to the transactio... | Label: Fees |
62a8eff3-d7b4-46a9-9f5b-47d73fb331b5 | Clause:
There is no litigation, action, suit, hearing or administrative proceeding pending or, to Seller’s actual knowledge, threatened in writing against the Seller or the Property.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Appli... | Label: Litigations |
5df71058-9989-473b-8e7d-3a54a433ca80 | Clause:
Capitalized terms used in this Separation Agreement and not defined herein shall have the meaning provided in the Employment Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Ass... | Label: Definitions |
f2bff598-b253-4bca-93a0-1f5315363c35 | Clause:
Executive and the Company, without the necessity of any further consideration, agree to execute and deliver such other documents and take such other action as may be necessary to consummate more effectively the purposes and subject matter of this Agreement.
Task: Classify this clause into ONE of these types (e... | Label: Further Assurances |
aa67bf80-ab80-4cc7-a4b9-2de8d2d0bde3 | Clause:
THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OR COMMONWEALTH IN WHICH THE REAL PROPERTY IS LOCATED, WITHOUT GIVING EFFECT TO ANY PRINCIPLES REGARDING CONFLICT OF LAWS.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws,... | Label: Governing Laws |
0877505a-1dea-40cf-8b29-fd13e8b11100 | Clause:
The date the provisions of this Article are effective, which shall be February 1, 1998.
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, Ba... | Label: Effective Dates |
a0cf34f3-ebf3-414a-a46c-19534dedefff | Clause:
If your employment with the Company terminates during the Performance Period, because of your death, Disability or Retirement, in each case at or after Retirement Eligibility, you will be entitled to all of the Performance Shares earned in accordance with Section A.1., determined at the end of the Performance P... | Label: Death |
87d062bc-1641-4f9a-b456-d435ed4c2973 | Clause:
The provisions of this Agreement may be amended or modified only with the prior written consent of the Company and the Advisor.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments... | Label: Amendments |
2a33a760-808c-4ee5-96ca-2ced8aeb01a8 | Clause:
This Agreement shall be governed by, interpreted under, and construed and enforced in accordance with, the laws of the State of New York. The provisions of this Section 10.10 shall survive the Closing and any termination of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label)... | Label: Governing Laws |
e589b04d-cbbd-46cf-a772-243bf53e9995 | Clause:
Assignor, for itself, its employees, agents, assigns, successors in interest and ail other representatives hereby release and fully discharge Landlord, its employees, officers, agents, attorneys, predecessors, successors and assigns from any and all claims, causes of actions, counterclaims, defenses and rights ... | Label: Releases |
127b773c-0154-4d3c-9dc6-fa4bf910d138 | Clause:
Each Party shall duly execute and deliver, or cause to be duly executed and delivered, such further instruments and do and cause to be done such further acts and things, including the filing of such assignments, agreements, documents and instruments as may be necessary or as the other Party may reasonably reque... | Label: Further Assurances |
b32f5f37-0cb0-4a0f-88b6-2b64b1f59fec | Clause:
Without limitation, on the date an Award is taken into a Participant's income, the Company shall have the right to withhold, or to require a Participant to remit to the Company, an amount sufficient to satisfy the Company's resulting federal, state, and local withholding and employment tax requirements with res... | Label: Tax Withholdings |
ceac808e-61c4-4272-b5bb-98c19be7138d | Clause:
Section 4.13 of the Seller Disclosure Schedule sets forth a list of all Actions that are pending or, to Seller’s knowledge, Actions threatened under circumstances that a reasonable person would believe amounted to a credible and imminent threat of litigation, or which have been pending at any time since January... | Label: Litigations |
83d9590f-58d7-4950-a1dc-f08d84f1c92d | Clause:
Borrower shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless the Indemnified Parties (as defined in the Loan Agreement) from and against any and all Losses and Liabilities (as defined in the Loan Agreement) imposed upon or incurred by or asserted against any Indemnified Pa... | Label: Indemnifications |
61860241-5c15-4784-9c65-21bba405d7a7 | Clause:
Subject to Section 2.2, one share of Common Stock shall be issuable for each Unit subject to the Award (the “ Shares ”) upon vesting. Immediately thereafter, or as soon as administratively feasible, the Company will transfer the appropriate number of Shares to the Grantee after satisfaction of any required tax... | Label: General |
ec6b9073-c30f-48c4-9183-bc44ae26007f | Clause:
As of the Closing Date, the consolidated balance sheet of YBI included in the Offering Memorandum reported on and accompanied by a report from the Independent Auditors, presents fairly in all material respects the financial condition of YBI as of such date. Such financial statement, including the related schedu... | Label: Financial Statements |
a1febb6f-259b-48d3-8edc-01c02975aff4 | Clause:
Executive may not voluntarily or by operation of law assign, hypothecate, delegate or otherwise transfer or encumber all or any part of his rights, duties or other interests in this Agreement without the prior written consent of Employer, which consent may be withheld in Employer's sole and absolute discretion.... | Label: Assigns |
c090b81f-5f76-4754-bd7f-4bc7eef3eede | Clause:
The Executive shall faithfully perform for the Company the duties incident to the office of Executive Vice President, General Counsel and Secretary and shall perform such other duties of an executive, managerial or administrative nature as shall be specified and designated from time to time by the Board and the... | Label: Duties |
254bd5d5-1a0e-4b24-a0fe-148c0ffc6240 | Clause:
You shall be entitled to vacation, sick, and holiday pay pursuant to the terms of the Company’s generally applicable employee policies, as may exist from time to time.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable L... | Label: Vacations |
7753650e-3ba3-4c47-a8d7-99da705c8402 | 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 an adverse effect on the Award Shares as determined in the discretion of the Administrator, except as provided in the Plan or in a writ... | Label: Amendments |
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