id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
d9b62a1d-3904-4425-b5d9-8f496846a556 | Clause:
Except as otherwise provided herein, each party hereto shall bear its own expenses incurred in connection with this Agreement and the transactions contemplated hereby.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable L... | Label: Expenses |
00589027-3324-4566-962c-398ac8f8d3f0 | Clause:
The Plan shall be construed and administered according to the laws of the State of Illinois. Any action or proceeding relating in any way to this Plan must be brought and enforced in the federal courts in the state of Illinois, County of Cook, and the Company, the Committee, and each Director, irrevocably submi... | Label: Applicable Laws |
68315006-f5e2-4be4-b30e-56ceb226728b | Clause:
To the extent required pursuant to the securitization program of any Conduit Purchaser, the parties to this Agreement: (i) shall not, without obtaining a confirmation of the then-current rating of the Notes of such Conduit Purchaser, waive any of the representations set forth in this Section 3 ; (ii) shall prov... | Label: No Waivers |
6435d010-35f9-4893-a843-e64194ed248c | Clause:
The term of Rodman’s exclusive engagement will begin on the date hereof and end 30 days after the date hereof (the “ Term ”). Notwithstanding anything to the contrary contained herein, the Company agrees that the provisions relating to the payment of fees, reimbursement of expenses, indemnification and contrib... | Label: Terms |
c4f38f82-3730-4572-b639-cf744ea675c2 | Clause:
The terms of this Agreement may not be modified, unless such modification is in writing and signed by duly authorized representatives of each Party.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arb... | Label: Modifications |
d52a75e9-7709-48c0-9673-e0150921aa2c | Clause:
The Company will indemnify Advisor for any claim made against him as a result of actions taken by him as part of the services provided by him to the Company at the direction and/or request of the Company. Advisor will indemnify the Company for any claims made against the Company resulting from willful misconduc... | Label: Indemnifications |
b2a99eb9-3d5b-47d2-bc38-78807509ec4a | Clause:
The effective date of this Assignment Agreement (the “Effective Date”) shall be the later of the date specified in Item 5 of Schedule 1 or two Business Days (or such shorter period agreed to by the Agent) after a Notice of Assignment substantially in the form of Exhibit “I” attached hereto has been delivered to... | Label: Effective Dates |
de91d9da-a2bd-4e7c-ba03-b21fde36225c | Clause:
Continue at all times to comply with all Applicable Laws, Environmental Laws and Governmental Regulations relating to Borrower’s business, property or affairs, and to the Premises.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws,... | Label: Compliance With Laws |
151ace4b-1312-4cb2-adbe-d147c771222b | Clause:
EACH GUARANTOR HEREBY INDEMNIFIES AND HOLDS HARMLESS THE ADMINISTRATIVE AGENT, EACH SECURED PARTY AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS (THE “INDEMNITEES ” ) FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, LOSSES, LIABILITIES, COSTS, AND EXPENSES OF ANY KIND OR NATURE WHATSOEVER T... | Label: Indemnifications |
6ae3e6d0-aaa7-4ca4-96e0-f2c9ac5a9525 | Clause:
In the event that any provision of this Agreement is found to be invalid or otherwise unenforceable under any applicable law, such invalidity or unenforceability shall not be construed as rendering any other provisions contained herein invalid or unenforceable, and all such other provisions shall be given full ... | Label: Severability |
39e67cae-62ed-4505-ae8a-d7836b15362d | Clause:
Each of the parties executing this Lease on behalf of Tenant or Landlord represents to the other party that such party is authorized to do so by requisite action of the party to this Lease. If either Party hereto is a corporation, trust, limited liability company, partnership, or similar entity, each individual... | Label: Authority |
46facace-010e-46bb-8819-07edbb72757f | Clause:
This Agreement shall become effective when it shall have been executed by Parent, Topco, the Borrowers and Holdings and the Administrative Agent shall have been notified by each Lender, Swing Line Lender and L/C Issuer that each such Lender, Swing Line Lender and L/C Issuer has executed it and thereafter shall ... | Label: Binding Effects |
bc5d741e-7700-4b9e-9532-a5e1eae35118 | Clause:
Executive’s or the Company’s failure to insist upon strict compliance with any provision of, or to assert any right under, this Agreement shall not be deemed to be a waiver of such provision or right or of any other provision of or right under this Agreement. Any provision of this Agreement may be waived by the... | Label: No Waivers |
5baf8975-f52b-460e-92f0-65bd9721d489 | Clause:
As compensation for Executive’s services to the Company, the Company shall pay Executive an annual base salary (as in effect from time to time, the “ Base Salary ”) at an initial rate of $350,000 per year (pro-rated for any partial year). The Base Salary shall be paid to Executive in accordance with the usual p... | Label: Base Salary |
d5f3c30c-fc69-4259-9f9b-d7762c38c6c0 | Clause:
All of the immunities and powers granted to the Sellers Representative under this Agreement shall survive the Closing and continue thereafter in full force and effect.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable L... | Label: Survival |
72df7eb8-df8b-4b6c-ae03-8fca8df35714 | Clause:
I agree that the Shares are being acquired in accordance with and subject to the terms, provisions and conditions of the Grant Notice, the Option Agreement and the Plan, to all of which I hereby expressly assent. This Agreement shall inure to the benefit of and be binding upon my heirs, executors, administrator... | Label: Binding Effects |
132eebf8-3c08-4d1d-a16a-3d9dd2c3248a | Clause:
If any term or provision of this Letter Agreement shall be deemed prohibited by or invalid under any applicable law, such provision shall be invalidated without affecting the remaining provisions of this Letter Agreement, respectively.
Task: Classify this clause into ONE of these types (exactly one label):
Adj... | Label: Severability |
22922b8b-7255-440d-a9e1-3739572b70cf | Clause:
It is intended that acquisition of the Option by the Option holder shall qualify for exemption from the provisions of Section 16(b) of the Exchange Act, and each and every provision of this Agreement shall be construed, interpreted and administered so that the grant of the Option, whether made to an officer or ... | Label: Construction |
41137223-ef86-4335-b12e-8b6454f01f80 | Clause:
This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, legal representatives, successors and assigns. Notwithstanding the foregoing, neither Party shall, without the consent of the other Parties hereto, have the right to assign any of its rights or ... | Label: Benefits |
e9b77128-91d5-4be0-8db2-b17fc9945aa3 | Clause:
I release ( i.e. , give up) all known and unknown claims that I presently have against the Company, its current and former, direct and indirect owners, parents, subsidiaries, brother-sister companies, and all other affiliates and related entities, and their current and former partners, employees, agents, and ot... | Label: Releases |
e91d8ece-4b88-4651-a82b-7ffb2a5358ba | Clause:
This Agreement constitutes the entire agreement between the parties (except the rights and obligations of the Parties as set forth in the Warrants) and supersedes all prior agreements and understandings, oral and written, between the Parties with respect to the subject matter hereof. This Agreement may not be a... | Label: Entire Agreements |
04174311-ecbe-4b46-9678-ccddd552384f | Clause:
All notices required or permitted to be given hereunder shall be in writing and sent by overnight delivery service (such as Federal Express), in which case notice shall be deemed given on the day after the date sent, or by personal delivery, in which case notice shall be deemed given on the date received, or by... | Label: Notices |
020d6248-0238-4c7d-806c-ec32f60db932 | Clause:
The Company shall indemnify and hold the Executive harmless to the maximum extent permitted by Section 2-418 of the Maryland General Corporations Law or its successor statute. From the date hereof, and for six (6) years following the Resignation Date, the Company (or any successor thereto) shall provide the Exe... | Label: Indemnifications |
ae08f423-4536-4798-859e-bb3cd5cf3d0d | Clause:
Tenant shall be responsible for all work, construction and installation in the Premises, including but not limited to all fixtures, furniture, equipment and other office installations. Such work shall be referred to as “Tenant’s Work,” and shall be at Tenant’s sole cost and expense. Tenant’s Work shall be consi... | Label: Approvals |
c54b64e4-2cff-4420-a1ab-be75d79d0ad6 | Clause:
If an Issuing Bank shall make any LC Disbursement, then, unless Borrower shall reimburse such LC Disbursement in full on the date such LC Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the date such LC Disbursement is made to but excluding the date that Borr... | Label: Interests |
1e9621b6-3abe-4b24-a4d9-7ff28566874f | Clause:
All notices, requests and demands to or upon the Administrative Agent hereunder shall be in writing and effected in the manner provided for in Section 10.02 of the Credit Agreement. All notices, requests and demands hereunder to any Debtor shall be in writing and given to it at its address or telecopy number se... | Label: Notices |
7159e242-b914-4c55-8b54-190c838f74b7 | Clause:
Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural person, a Defaulting Lender or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “ Participant ”) in all or a portion of su... | Label: Participations |
98ffae3f-2f90-4d3b-8672-a3a8a8425763 | Clause:
The Employers may obtain insurance covering themselves and others for breaches of fiduciary obligations under this Plan to the extent permitted by law, and nothing in this Plan shall restrict the right of any person to obtain such insurance for himself in connection with the performance of his duties under this... | Label: Insurances |
e8b46d48-0d23-40c9-bce8-d4f670f6985d | Clause:
Any notice necessary under this Agreement shall be addressed to the Company in care of its Treasurer and a copy to the General Counsel, each copy addressed to the principal Participant office of the Company and to the Participant at the address appearing in the personnel records of the Company for the Participa... | Label: Notices |
15eb9bec-14a2-4a77-ab84-9489dd417526 | Clause:
Neither Party may assign this Agreement or any interest therein to any Person, without the prior written consent of the other Party, which consent may be withheld in such Party’s sole discretion.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-C... | Label: Assignments |
94eedc76-df42-46e5-8706-dd6916ac54a3 | Clause:
This Agreement shall bind and inure to the benefit of the respective successors and assigns of each of the parties; provided, that no Borrower may assign this Agreement or any rights or duties hereunder without the Lenders’ prior written consent and any prohibited assignment shall be absolutely void ab initio. ... | Label: Successors |
17684e50-09fb-41e4-94cb-1d4d8ea8bcc6 | Clause:
This HoldCo LTI Program, and any LTI Offer Letter entered into with any LTI Participant, may be amended or modified only in writing by the Administrator or the Board; provided that any amendment or modification of any kind which adversely affects an LTI Participant must be consented to by such LTI Participant i... | Label: Amendments |
44878f29-6d1f-46d6-8f1f-b745140ea2ce | Clause:
This Agreement may be executed in any number of counterparts with the same effect as if all Parties hereto had signed the same document. All counterparts shall be construed together and shall constitute one Agreement. This Agreement, to the extent signed and delivered by means of a facsimile machine or PDF, sha... | Label: Counterparts |
5352d780-e1c1-4567-9094-1aa8f7d27889 | Clause:
The descriptive headings of this Supplement are for convenience or reference only and do not constitute a part of this Supplement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignme... | Label: Headings |
67d36665-ae20-4bd2-80b6-4f60f02145be | Clause:
This Agreement may be executed in counterparts, and any party hereto may execute any such counterpart, each of which when executed and delivered shall be deemed to be an original and all of which counterparts taken together shall constitute but one and the same instrument. This Agreement shall become effective ... | Label: Counterparts |
046f7caf-8eb0-438c-95a8-8443225eecea | Clause:
Notwithstanding anything to the contrary in this Agreement, neither the Option, this Agreement nor any rights granted herein shall be assignable or transferable by the Optionee, other than by will or the laws of descent or distribution, or as otherwise determined by the Committee for estate planning purposes.
... | Label: Assignments |
b639c874-399b-4d05-85cf-46f4fa261748 | Clause:
This Agreement and the other agreements, documents and instruments referred to herein or contemplated hereby, constitute the entire agreement of the parties with respect to the transactions contemplated hereby and thereby and supersede any previous agreement or understanding among the parties with respect there... | Label: Integration |
1c020483-626e-4ba4-b5cf-fae690563ee0 | Clause:
Each Loan Party and its Subsidiaries have disclosed to the Administrative Agent and the Lenders all agreements, instruments and corporate or other restrictions to which they are subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Materi... | Label: Disclosures |
cd3e49a3-0626-4454-8177-dd7b5fc4f1ee | Clause:
Seller is a limited partnership duly organized, validly existing and in good standing under the Laws of Delaware.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Aut... | Label: Organizations |
424ef468-9ffe-47bc-b43a-93fb05bdd73f | Clause:
The Borrower and each other Credit Party irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, any Lender, any Issuing Lender or an... | Label: Submission To Jurisdiction |
d1049166-e3cd-43c9-8b78-ff7169d3b525 | Clause:
The Restricted Shares to be issued pursuant hereto have been duly authorized and, when issued and delivered in consideration of the payment of the Purchase Price, will be validly issued, fully paid and non-assessable and, except as otherwise expressly provided herein, are entitled to all of the rights and privi... | Label: Authorizations |
4c02f194-6f55-4b20-b70d-0b2f67c7b71c | Clause:
(a) The Loan Parties shall give each of the [Term Loan] Representative and the ABL Representative at least ninety (90) days prior written notice of any disposition of any Real Property owned by any Loan Party at which ABL Priority Collateral is stored or otherwise located.
Task: Classify this clause into ONE o... | Label: Insurances |
6d66abd8-008e-4be7-8d93-38a8ab069f37 | Clause:
If any provision of this Agreement shall be held invalid or unenforceable, such invalidity or unenforceability shall not, if possible, affect the validity or enforceability of any other provision of this Agreement, and this Agreement, if possible, shall be construed and enforced in all respects as if such inval... | Label: Severability |
c1c9170f-f58e-4c3d-9607-108bd0cf3349 | Clause:
The Company has not issued any capital stock since its most recently filed current report or periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s stock option plans, the issuance of shares of Common Stock to employees and consultants pursuant ... | Label: Capitalization |
9f7f2ccb-8c46-4d7e-a38b-b6b586bb286b | Clause:
In the event of a Change in Control, the Committee in its sole discretion (but subject to Section 21) and without liability to any person may terminate the then current Offering Period and take such other actions, if any, as it deems necessary or desirable with respect to any Option as of the date of the consum... | Label: Change In Control |
63c8da98-72e3-4a17-8a58-2c0b53547c0c | Clause:
There is no litigation, investigation or proceeding pending or, to any Obligor’s Knowledge, threatened with respect to Borrower and its Subsidiaries by or before any Governmental Authority or arbitrator (i) that either individually or in the aggregate could reasonably be expected to have a Material Adverse Effe... | Label: Litigations |
2004fc99-ea83-490e-8dc8-12ca169ec1a0 | Clause:
Capitalized terms used in this Agreement that are not otherwise defined herein shall have the meanings assigned to them in Appendix 1 to the 2016-1 Exchange Note Supplement or, if not defined therein, in Appendix A to the Credit and Security Agreement.
Task: Classify this clause into ONE of these types (exactl... | Label: Definitions |
124f4f4d-126c-43a5-8ce9-a6fd2d106592 | Clause:
This Agreement may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument. This Agreement shall become effective with respect to the Borrower, the Subsidiary Guarantors, the ... | Label: Effectiveness |
a6f03214-d198-4b35-aae7-7bbb44e88770 | Clause:
To the extent any provision of this Agreement or portion thereof shall be invalid or unenforceable, it shall be considered deleted therefrom (but only for so long as such provision or portion thereof shall be invalid or unenforceable) and the remainder of such provision and of this Agreement shall be unaffected... | Label: Severability |
55ff7ad3-7151-469e-a448-7eeee2a776ff | Clause:
Borrowers jointly and severally agree to pay on demand all Lender Group Expenses of Agent (including, without limitation, the reasonable and documented fees and expenses of outside counsel for Agent) in connection with the preparation, negotiation, execution, delivery and administration of this Amendment and al... | Label: Expenses |
b862162e-6597-4250-8c57-fa5caee99bd2 | Clause:
(a)Sell or transfer any property or assets to, or purchase or acquire any property or assets from, or otherwise engage in any other transaction with, any of its Affiliates or any known direct or indirect holder of 10% or more of any class of Capital Stock of GrafTech, unless such transaction is (i) otherwise pe... | Label: Transactions With Affiliates |
f2159d67-c5c6-418f-9cae-d7c83fa5e0dc | Clause:
If it is determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within 10 days after such determination.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitra... | Label: Payments |
5ffda0a3-a304-41cc-84fd-937112bee79a | Clause:
The Plan and all awards shall be construed in accordance with and governed by the laws of the Commonwealth of Pennsylvania, without regard to their conflict-of-law provisions.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Appl... | Label: Governing Laws |
3174177b-7286-4008-acab-9e539c9f5806 | Clause:
To request the issuance of a Letter of Credit (or the amendment, renewal (other than an automatic extension in accordance with paragraph (c) of this Section) or extension of an outstanding Letter of Credit), the Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements fo... | Label: Amendments |
184568f3-8a5d-47ff-be17-2e32b9e63bfd | Clause:
The Parties hereby agree to terminate the respective obligations of the Parties under the Agreement relating to those 6.75% Notes that are properly tendered in the Tender Offer and the respective obligations of the Parties under the Agreement relating to those 6.75% Notes that Finance Company and Finance Corp p... | Label: Terminations |
5973919e-15d5-4f21-a00e-45fbf40970fc | Clause:
The business of the Company shall be solely under the management of the Members. The Members shall have the right and authority to take all actions specifically enumerated in the Certificate of Formation or this Agreement or which the Members otherwise deems necessary, useful or appropriate for the day-to-day m... | Label: Powers |
e2cd52d8-9ddd-45fe-8845-f5047c4f16a5 | Clause:
This Agreement has been duly and validly authorized, executed and delivered on behalf of the Holder and shall constitute the legal, valid and binding obligations of the Holder enforceable against the Holder in accordance with its terms. The execution, delivery and performance of this Agreement by the Holder and... | Label: Enforcements |
025a5422-d574-4f67-b6da-354342c3f995 | Clause:
Except as disclosed in Schedule 3.13 , or in the Company's SEC Reports, there are no pending material actions, suits or proceedings against or affecting the Company, or any of its properties; and to the Company's Knowledge, no such actions, suits or proceedings are threatened or contemplated against the Company... | Label: Litigations |
7d25873d-4502-403f-b9b3-0e9c8c081589 | Clause:
Each Party hereto and its Affiliates shall cooperate with each other in connection with the performance of the Services hereunder; provided , however , that such cooperation shall not unreasonably disrupt the normal operations of Provider, the Recipient or their respective Affiliates.
Task: Classify this claus... | Label: Cooperation |
350e6b4d-7988-41c9-b987-6d5a09882701 | Clause:
The Borrowers shall use 50% of the net proceeds of any cash raised from financing transactions completed while this Note is outstanding to make payments hereunder.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws,... | Label: Interests |
d2b89069-dad2-4b13-930a-e8196f110e12 | Clause:
The Seller hereby acknowledges that the Purchaser has, concurrently with the execution hereof, executed and delivered the Pooling and Servicing Agreement and that, in connection therewith, it has assigned its rights hereunder to the Trustee for the benefit of the Certificateholders. The Seller hereby acknowledg... | Label: Assignments |
10607e5f-11ac-411b-b342-b317f7ca36ae | Clause:
During the Employment Period, the Executive will receive an annual base salary (the “Annual Base Salary”) at least equal to the base salary paid or payable to the Executive by the Company and its affiliated companies for the twelve-month period immediately preceding the Change of Control Date. During the Employ... | Label: Base Salary |
d5f2ceef-843d-4128-b7c3-28ba525c579e | Clause:
Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural Person, a Defaulting Lender or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “ Participant ”) in all or a portion of su... | Label: Participations |
fa4012cc-6515-4a31-84b2-a9b83a7f7154 | Clause:
Nothing contained in this Amendment (or in any other agreement or understanding between the parties) shall constitute a waiver of, or shall otherwise diminish or impair, the Bank’s rights or remedies under the Loan Agreement, the Revolving Note or any of the other Loan Documents, or under applicable law.
Task:... | Label: No Waivers |
0dfa381a-03b8-457b-aafc-20a1617f7ee7 | Clause:
If any provision of this Agreement shall be invalid or unenforceable, in whole or in part, then the rest of the Agreement shall remain in full force and effect and such provision shall be deemed to be modified or restricted to the extent and in the manner necessary to render the same valid and enforceable, or s... | Label: Enforceability |
50e9a3c6-9e8a-4dd5-8231-a5bc24e107e1 | Clause:
Neither the Parent Borrower nor any Loan Party is in default under or with respect to any Contractual Obligation that would, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No Default or Event of Default has occurred and is continuing.
Task: Classify this clau... | Label: No Defaults |
6f0bdc6e-0a28-4c47-b898-e6ef2d2cda78 | Clause:
During the Term of Kraeutler's employment with Meridian, as compensation for Kraeutler's services under this Agreement, Meridian agrees to pay to Kraeutler an annual base salary (the " Base Salary ") of Six Hundred Fifty Six Thousand Five Hundred Eighteen Dollars ($656,518), which is subject to an upward adjust... | Label: Base Salary |
d1ddceb3-f558-456a-9b71-1d8fd897237f | Clause:
This Agreement constitutes the entire agreement between STC and ONCOTHYREON with respect to the subject matter hereof, superseding and replacing any and all prior and contemporaneous agreements, communications, and understandings (both written and oral) regarding such subject matter and shall not be modified, a... | Label: Entire Agreements |
f4e674da-2ced-4371-a534-2aee155c794e | Clause:
The Company and the Subsidiaries own or possess adequate enforceable rights to use all patents, patent applications, trademarks (both registered and unregistered), service marks, trade names, trademark registrations, service mark registrations, copyrights, licenses and know-how (including trade secrets and othe... | Label: Intellectual Property |
f6b82734-8fe9-451e-8d50-125cf96515c9 | Clause:
As provided in Section 15 of the Plan, certain adjustments may be made to the Restricted Stock upon the occurrence of events or circumstances described in Section 15 of the Plan.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, A... | Label: Adjustments |
4592ef13-ec01-462a-9a38-a5ef828bd427 | Clause:
ENERGY RECOVERY EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED STATUTORY OR OTHERWISE, CONCERNING THE VALIDITY, ENFORCEABILITY AND SCOPE OF THE VORTEQ LICENSED TECHNOLOGY, WHETHER SUCH PATENT APPLICATIONS WILL BE GRANTED WITH RESPECT TO THE VORTEQ LICENSED TECHNO... | Label: Warranties |
720c0f03-3539-4674-91d9-a281eb072696 | Clause:
This Agreement, the Plan and the Notice constitute the entire agreement and understanding of th e parties relating to the subject matter herein and supersede all prior discussions between them. Any prior agreements, commitments or negotiations concerning the purchase of the Shares hereunder are superseded. No... | Label: Entire Agreements |
b0dd41fd-ee34-48e9-9c75-7181daa71392 | Clause:
Any claim or controversy arising out of or in connection with this Agreement shall be resolved, to the extent possible, within forty-five (45) days through informal meetings and discussions held in good faith between appropriate representatives of the parties. Any remaining claim or controversy shall be settled... | Label: Arbitration |
76be6ed2-ba01-4b3b-b004-898e2d6360ab | Clause:
No Grantor is a party to any material contracts, agreements or licenses which are non-assignable by their terms, or as a matter of law, or which prevent the granting of a security interest therein.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti... | Label: Agreements |
ccb3491d-6945-4987-81f4-a4761f73aad9 | Clause:
In the event of a Change in Control, the number of PSUs determined in accordance with Appendix A attached hereto shall become immediately vested on the earlier of (a) the Vesting Date set forth in Section 4 above or (b) the effective date of the termination of Participant’s Continuous Service if, within twenty-... | Label: Change In Control |
8e3a1a0a-5eba-4149-a397-52290d62c385 | Clause:
This Agreement has been duly executed and delivered by each of the Borrowers and constitutes, and each other Loan Document constitutes or, when executed and delivered, will constitute, a legal, valid and binding obligation of each Borrower party hereto or thereto, enforceable in accordance with its terms (subje... | Label: Enforceability |
72c9348a-35b2-41c9-9436-4491684f3822 | Clause:
This Agreement shall be construed and regulated in all respects under the internal laws of the State of Connecticut, without reference to conflicts of laws rules.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, ... | Label: Governing Laws |
9b924b03-e4fc-4ae7-a9f6-737a23653a19 | Clause:
Every notice relating to this Agreement shall be in writing and if given by mail shall be given by registered or certified mail with return receipt requested. All notices to the Corporation shall be delivered to the Secretary of the Corporation at the Corporation’s headquarters in Troy, Michigan, or addressed t... | Label: Notices |
59df0499-8720-4e58-b378-064a77f1113a | Clause:
This Agreement sets forth the entire understanding of the Parent and the Restricted Holder relating to the subject matter hereof and supersedes all other prior agreements and understandings between the Parent and the Restricted Holder relating to the subject matter hereof.
Task: Classify this clause into ONE o... | Label: Entire Agreements |
57570637-99db-4525-8ea4-2dec9e1d8922 | Clause:
If a Party receives notice of any Claim for which indemnification may be available under this Agreement (the “Indemnified Party”), the Indemnified Party must promptly notify the other Party (the “Indemnifying Party”) in writing of the Claim, including, if possible, the amount or estimate of the amount of liabil... | Label: Notices |
81781024-5607-4aaf-a151-963bb46ed0f1 | Clause:
Executive shall continue to serve as the Chief Financial Officer of the Company during the Employment Term. Executive shall perform all duties and accept all responsibilities incident to such position as may be reasonably assigned to him by the Board of Directors of the Company (the “ Board ”) or the Chief Exe... | Label: Duties |
fdcdca84-b5ae-4afd-a82d-c5442e30750a | Clause:
As of and from and after the date of this Agreement, Borrowers: (i) own and will own assets the fair saleable value of which are (A) greater than the total amount of liabilities (including contingent liabilities) and (B) greater than the amount that will be required to pay the probable liabilities of their then... | Label: Solvency |
1fc694aa-9791-491b-bcff-bac7a45a5236 | Clause:
This Agreement may be executed in counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. Electronic signature and transmission thereof shall also bind the parties hereto.
Task: Classify this clause into ONE of these types ... | Label: Counterparts |
0f944a7c-aa49-40a8-b170-7ce2cdb53989 | Clause:
In the event that any one or more of the provisions of this Agreement shall be held invalid, illegal or unenforceable in any respect, or the validity, legality and enforceability of any one or more of the provisions contained herein shall be held to be excessively broad as to duration, activity or subject, such... | Label: Severability |
a6dc34d3-3663-4ad2-8b0b-2df10fdcb3ed | Clause:
The Borrower shall, and shall cause each of its Subsidiaries to, at all times maintain its corporate existence or existence as a limited partnership or joint venture, as applicable, and preserve and keep, or cause to be preserved and kept, in full force and effect its rights and franchises material to its busin... | Label: Existence |
8dda6a92-52b6-407d-860b-5f7594bc22e9 | Clause:
All notices and other communications from the Company to the Holder shall be mailed by first-class registered or certified mail, postage prepaid, to the address furnished to the Company in writing by the last Holder who shall have furnished an address to the Company in writing.
Task: Classify this clause into ... | Label: Notices |
e1ff0310-4e15-4e43-9ba0-12d78bf63193 | Clause:
There shall not, either prior to or after giving effect to each such funding or Letter of Credit, exist a Default or Event of Default.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assi... | Label: No Defaults |
cb669f53-60b8-4f63-b0c1-37cd3cde6067 | Clause:
Covered Entity will obtain all consents and authorizations necessary and/or required by law for Covered Entity and Business Associate to fulfill their obligations under applicable law and this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments... | Label: Authorizations |
a8e8e92e-5bbe-4789-a0a4-05d2ccd36d25 | Clause:
Except as set forth in Schedule 7.1.6 , Seller has not (i) been served with any court filing in any litigation with respect to the Property or the Business in which Seller is named a party which has not been resolved, settled or dismissed and as to which all resolution or settlement payments have not been made,... | Label: Litigations |
4a283d65-ab6f-4926-ae1c-bf13425f9da0 | Clause:
As compensation for the performance by Executive of Executive’s obligations hereunder, during the Employment Period, Employer shall pay Executive a base salary at a rate not less than $41,666.67 per month, or $500,000 on an annualized basis (the base salary, at the rate in effect from time to time, is hereinaft... | Label: Base Salary |
f6b4c9b5-e62b-4a89-b514-80c49fae51eb | Clause:
Buyer shall be entitled to deduct and withhold, or cause to be deducted and withheld, from any amounts payable, or deemed to be paid, pursuant to this Agreement any withholding Taxes required under the Code or any applicable Governmental Authority to be deducted and withheld; provided , however , Buyer shall gi... | Label: Tax Withholdings |
64b53fc5-8238-4722-af19-149cc10eb662 | Clause:
On the terms and subject to the conditions set forth herein, the Corporation agrees to continue to employ the Executive as its Chief Financial Officer for the Term of Employment (as defined in Section 2 ). The Executive does hereby accept and agree to such employment, on the terms and conditions expressly set f... | Label: Positions |
2a7c9290-8d07-4c54-b60d-354dd58c4bb9 | Clause:
Nothing contained in this Agreement shall be deemed to limit, affect or impair the imposition of or provision for late charges, default charges and default interest as provided in the Financing Agreements.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendmen... | Label: Fees |
96d55065-4a4e-4f7d-99b6-5280d5a45ce7 | Clause:
EACH GUARANTOR (TO THE EXTENT PERMITTED BY APPLICABLE LAW) HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS GUARANTEE, ANY OTHER CREDIT DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN .
Task: Classify this clause into ONE of these types (exactly one label... | Label: Waiver Of Jury Trials |
6dd31706-b879-466d-9779-3f54e2a0534a | Clause:
No statement made by the Company in this Agreement, any other Transaction Document or the exhibits and schedules attached hereto or in any certificate or schedule furnished or to be furnished by or on behalf of the Company to the Investors or any of their representatives in connection with the transactions cont... | Label: Disclosures |
565f4d8a-894a-4158-b4ce-2c11f3834ef8 | Clause:
This Release shall not be altered, amended, or modified except by written instrument executed by the Company and the Executive. A waiver of any portion of this Release shall not be deemed a waiver of any other portion of this Release.
Task: Classify this clause into ONE of these types (exactly one label):
Adju... | Label: Amendments |
6b226afd-2ae6-4162-9b74-68cb3aa713e2 | Clause:
Neither the execution nor the delivery by US Lighting of this Agreement or any Transaction Document to which US Lighting is a party, nor the consummation or performance by US Lighting of the transactions contemplated hereby or thereby will, directly or indirectly, (a) contravene, conflict with, or result in a v... | Label: No Conflicts |
3dfda9a6-b503-4a39-bcff-aed07c07fc04 | Clause:
This RSU Agreement and the Notice of Grant constitute the entire agreement and understanding of the parties relating to the subject matter herein and supersede all prior discussions between them. Except for applicable terms in a current and outstanding employment agreement by and between Participant and the Emp... | Label: Entire Agreements |
7d47b4f2-1c9c-49a4-b6c9-5974a73d60a5 | Clause:
Deferred Fees credited to a Participant’s Deferred Fee Stock Account shall be paid/distributed in whole shares of Common Stock (with any fractional Stock Unit rounded up to a whole Stock Unit) pursuant to each Fee Deferral Election of a Participant.
Task: Classify this clause into ONE of these types (exactly o... | Label: Payments |
5ba93067-9b74-4e2f-8d31-17205aa11f38 | Clause:
Subject to the exceptions described in this Agreement, any controversy, dispute or claim arising out of or relating to this Agreement or any breach of it (each a " Claim "), shall be settled by binding arbitration in accordance with the Employment Dispute Resolution Procedures of the selected arbitration group ... | Label: Arbitration |
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