id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
420b0d12-4fb4-48a2-bd9c-3fb33b8696f6 | Clause:
YOU AND WE CONSENT, AND IRREVOCABLY SUBMIT TO, THE EXCLUSIVE JURISDICTION AND VENUE OF THE STATE AND FEDERAL COURTS OF COMPETENT JURISDICTION FOR HILLSBOROUGH COUNTY, FLORIDA, AND WAIVE ANY OBJECTION TO THE JURISDICTION AND VENUE OF SUCH COURTS. THE EXCLUSIVE CHOICE OF JURISDICTION DOES NOT PRECLUDE THE BRINGIN... | Label: Jurisdictions |
59cd7d85-8116-4f61-bfef-678445fd5005 | Clause:
Without limiting anything in this Section 3 the Company will use its reasonable best efforts and continue to cooperate with CEC and other parties in the implementation of the Restructuring, including providing, making available and/or providing access to the premises, properties, businesses, operations, books a... | Label: Cooperation |
60c3a2dd-9c03-42df-9710-a94003821c27 | Clause:
BYTOC has never owned, beneficially or otherwise, any shares or other securities of, or any direct or indirect equity interest in, any other corporate entity. BYTOC has not agreed, nor is obligated, to make any future investment in or capital contribution to any other corporate entity. BYTOC has not guaranteed ... | Label: Subsidiaries |
2552ccab-7f54-40c9-b8a5-8f3ca4aa683c | Clause:
Consultant acknowledges that, in connection with performance of the Services, Consultant will acquire, be exposed and have access to, nonpublic material, data and information of the Company and its affiliates that is confidential, proprietary and/or a trade secret (the “ Confidential Information ”). At all time... | Label: Confidentiality |
4503e71f-beaa-40ea-8ccd-e7ad6a77e3c7 | Clause:
The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby will not (I) result in a violation of the organizational documents of the Company or any share capital of the Company, (II) conflict with, or constitute a default ... | Label: No Conflicts |
5c00d0d4-1def-4e00-9855-6d44994208a2 | Clause:
This instrument constitutes and contains the entire Agreement and final understanding between the parties covering the services provided by the Consultant. It is intended by the parties as a complete and exclusive statement of the terms of their agreement. It supersedes all prior negotiations and agreements,... | Label: Entire Agreements |
24e63bad-587a-469c-8df2-6d3fc9d8c4cf | Clause:
Except as otherwise expressly provided in this Agreement, each party shall pay its own fees and expenses (including, without limitation, the fees of any attorneys, accountants, investment bankers, brokers or others engaged by such party) incurred in connection with the preparation, negotiation, execution and pe... | Label: Expenses |
b842a6be-9156-4fed-9df0-0f2fb2416d62 | Clause:
Except as provided otherwise in this Section 6.4 or Section 7, a Participant whose Employment terminates for any reason prior to the last day of the Performance Period shall forfeit such Award.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Cor... | Label: General |
160e1991-7ae0-4ee7-b5e2-730ed88aa206 | Clause:
This instrument may be signed in counterpart originals, which, taken together, shall constitute a single original instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, ... | Label: Counterparts |
0e235f42-3fc0-4b09-9d5e-e8269f2424c1 | Clause:
As of the Effective Date (after giving effect to the Transaction), no Loan Party has any Material Subsidiaries other than those specifically disclosed in Schedule 5.12, and all of the outstanding Equity Interests owned by the Loan Parties in such Material Subsidiaries have been validly issued and are fully paid... | Label: Subsidiaries |
94b081d7-2a4f-4d7a-99f4-0f58b9a44c6d | Clause:
All indemnities set forth herein including, without limitation, in Sections 1.04, 3.04, 10.07 and 11.01 shall survive the execution and delivery of this Agreement and the repayment of the Obligations and the termination of the Total Commitment.
Task: Classify this clause into ONE of these types (exactly one la... | Label: Survival |
edda7905-8d90-4186-b622-987f81c14b4f | Clause:
The Company will indemnify and hold you harmless to the maximum extent permitted by applicable law against judgments, fines, amounts paid in settlement and reasonable expenses, including reasonable attorneys’ fees, in connection with the defense of, or as a result of any action or proceeding (or any appeal from... | Label: Indemnifications |
f04a55fe-7759-415f-8c68-011973a3d519 | Clause:
Except as otherwise expressly provided in this Agreement, each Party will pay its own expenses, costs and fees (including legal and other professional fees and costs) incurred in connection with the negotiation, preparation, execution and delivery of this Agreement.
Task: Classify this clause into ONE of these... | Label: Expenses |
08f9fbf1-8709-49e6-95e6-25e186431e2b | Clause:
No Loan Party nor any Subsidiary of a Loan Party is in violation of any Anti-Terrorism Law or engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law.
Task: Classif... | Label: General |
a662767b-0165-4971-9ddc-432a912afb27 | Clause:
Each Borrower and each Guarantor has the corporate or other power and authority and legal right to execute and deliver the Loan Documents and to perform its obligations thereunder. The execution and delivery by each of the Borrowers and each of the Guarantors of the Loan Documents and the performance of their o... | Label: Authorizations |
6a249ca6-ac4e-4bda-970f-d94812e50eb7 | Clause:
This Agreement shall terminate immediately following the earlier to occur of: (i) the occurrence of the Shareholder Approval or (ii) the termination of the Securities Purchase Agreement pursuant to its terms.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amend... | Label: Terminations |
914b4c4e-7a1d-4762-bae9-9510b5c18c9f | Clause:
Enter into any transaction of any kind with any Affiliate of any Loan Party, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to Holdings, such Borrower or such Subsidiary as would be obtainable by Holdings, such Borrower or such Subsidiary at... | Label: Transactions With Affiliates |
6459da98-10c4-45c9-a18a-eb8fd4b93700 | Clause:
Nothing contained in the Disclosure Schedules (as defined below) shall impact the treatment of any Liability as an Excluded Liability or for purposes of indemnification pursuant to Section 6 or otherwise. Company and Parent, jointly and severally, represent and warrant to Buyer that, except as set forth in the ... | Label: Representations |
fa5cfd81-ac64-43c3-ad13-344ac6921ad4 | Clause:
Seller shall indemnify and hold Purchasers harmless from and against any and all actions, suits, claims and demands arising out of or related to (i) any actions or omissions of Seller in its capacity as a shareholder of the Corporation prior to the Closing date, or (ii) any lawsuits against the Corporation aris... | Label: Indemnifications |
ded6bb50-1a22-404e-9c78-dfd5aa32682b | Clause:
The headings in this Operating Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of this Operating Agreement or any provision hereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Ag... | Label: Headings |
54fa106d-dd8a-416b-8c91-eafc789b50cd | Clause:
The initial term of this Agreement shall be for a period of twenty (20) years, with the Services commencing on the Effective Date and terminating on the 20th anniversary date of the Effective Date (the “ ”). Following the Initial Term, this Agreement shall automatically renew for four (4) consecutive periods of... | Label: Terms |
cb6f9478-1727-4a50-811e-2a453126b825 | Clause:
(a) To guarantee the payment when due of the Obligations, the Borrower shall cause to be executed and delivered to the Lenders and the Administrative Agent, Loan Party Guaranties of all present and future Guarantors.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreement... | Label: Further Assurances |
4e6b1395-ed15-4d63-a7c8-ee8b150e17b5 | Clause:
Other than consummating the transactions contemplated hereunder, such Purchaser has not directly or indirectly, nor has any Person acting on behalf of or pursuant to any understanding with such Purchaser, executed any purchases or sales, including Short Sales, of the securities of the Company during the period ... | Label: Confidentiality |
aefc7380-339b-4ecd-a709-4ae378967644 | Clause:
The Borrower and its Subsidiaries have filed all United States federal tax returns, and all other tax returns, required to be filed and have paid all taxes, assessments and governmental charges or levies due pursuant to such returns or pursuant to any assessment received by the Borrower or any Subsidiary, excep... | Label: Taxes |
63c994e8-2a73-4c7d-b275-947912c70c08 | Clause:
Within ten (10) business days after the Effective Date, the Company will pay Short’s attorneys, Coppersmith Brockelman PLC, the sum of Thirty-Nine Thousand Dollars ($39,000.00) for attorneys’ fees and costs that Short has incurred (the “ Fees Payment ”). The Fees Payment will be made by wire transfer, at Compan... | Label: Costs |
a818f434-0e86-4d94-88b5-75d176ecc3b0 | Clause:
On or before 9:00 a.m., New York City time, on the Business Day immediately following the date hereof, the Company shall issue a press release (the “ Press Release ”) reasonably acceptable to the Placement Agent disclosing all material terms of the transactions contemplated hereby. On or before 5:30 p.m., New Y... | Label: Publicity |
3b6434ca-f45d-44fa-8080-6045833d4d7e | Clause:
No order, consent, approval, license, authorization or validation of, or filing, recording or registration with (except for those that have otherwise been obtained or made on or prior to the date of this Agreement or as otherwise required hereby and which remain in full force and effect on the date of this Agre... | Label: Approvals |
d86d2fdb-a3bd-4751-b652-6db5488e7b45 | Clause:
Sellers shall treat and hold as confidential any information concerning the business and affairs of the Company that is not already generally available to the public (the “ Confidential Information ”), refrain from using any of the Confidential Information except in connection with this Agreement, and deliver p... | Label: Confidentiality |
7eee0b94-4c94-4ecf-95a2-473e07574cef | Clause:
The Transferor has filed or caused to be filed all U.S. federal income tax returns and all other material returns, statements, forms and reports for taxes, domestic or foreign, required to be filed by it and has paid all taxes payable by it which have become due or any assessments made against it or any of its ... | Label: Taxes |
c84a2208-2385-4d61-9e6d-abdee39406dc | Clause:
This Security Agreement shall be binding upon Pledgor and his heirs, legal representatives, successors and permitted assigns and shall inure to the benefit of Secured Party and its successors and assigns. This Security Agreement shall not be assigned by Pledgor without the express written consent of Secured Par... | Label: Miscellaneous |
fc828773-bcf6-4012-8fad-1b553ecb7f56 | Clause:
Each party acknowledges and agrees that the other party would be damaged irreparably if any provision of this Agreement were not performed in accordance with its specific terms or were otherwise breached. Accordingly, the parties will be entitled to an injunction or injunctions to prevent breaches of the provis... | Label: Remedies |
d8503f03-df7c-4133-9fb7-5af4641401a5 | Clause:
No representations or warranties by the Company in this Agreement or any Ancillary Agreement, and no statement contained in any certificates furnished or to be furnished by the Company to the Purchaser pursuant to the provisions hereof contains or will contain any untrue statement of material fact or omits or w... | Label: Disclosures |
4d4a8b5e-debb-4ef3-ac8f-8cb74c65dd37 | Clause:
Without duplication of any obligation of the Borrower under Section 3.2 , 3.3 or 11.2 , in addition to amounts payable as provided herein, the Borrower hereby agrees to protect, indemnify, pay and save harmless each Issuing Bank from and against any and all claims, demands, liabilities, damages, losses, costs, ... | Label: Indemnifications |
0a0fccad-92bd-4998-bf16-8b573f62b671 | Clause:
The Option granted hereunder shall expire in all events at 5:00 p.m. (local Philadelphia, Pennsylvania time) on [DATE], unless sooner terminated as provided in Subparagraphs (a), (b), (c), (d) or (e) below.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendme... | Label: Terms |
6ef01b07-f35f-445f-8c0d-1b0cffe4dafc | Clause:
Each of WW Investors, on the one hand, and the Company, on the other hand, acknowledges and agrees that irreparable injury to the other Party hereto would occur in the event any of the provisions of this Agreement was not performed in accordance with its specific terms or was otherwise breached and that such in... | Label: Specific Performance |
c9095f89-dc65-4747-9678-a1db9a6a174d | Clause:
To the Knowledge of the Seller Parties, (i) for periods beginning prior to January 1, 2012, all material Taxes due and payable by the Company have been paid in full and (ii) the Company has not had any employees with respect to which payroll, employment, social security, unemployment or disability taxes have be... | Label: Taxes |
f2e23265-8d3d-40a0-ace4-6232e4ee66ad | Clause:
From and after the date hereof, Mr. De Silva shall be indemnified by Endo (and be covered by applicable directors’ and officers’ liability insurance policies) to the extent provided for in Section 14(d) of the Employment Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustm... | Label: Indemnifications |
07e6ea09-430a-4277-aa8b-11502ff589bd | Clause:
The expiration or termination of the Term shall not impair the rights or obligations of any party hereto which shall have accrued prior to such expiration or termination.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicabl... | Label: Survival |
28b36d9b-982f-42bf-b9c5-554be6fcb01b | Clause:
Each Party shall be responsible for its own compliance with any and all laws applicable to it and its business.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Autho... | Label: Compliance With Laws |
35b64de2-c259-4ad5-9f61-931bdc5a60d5 | Clause:
This Agreement may be executed in counterparts; each such counterpart shall be deemed an original; and all counterparts so executed shall constitute one instrument and shall be binding on all of the patties to this Agreement notwithstanding that all of the parties are not signatory to the same counterpart.
Tas... | Label: Counterparts |
2be67e3e-0fa2-40f6-b423-0d59529ee213 | Clause:
The Committee may grant options to purchase Stock (each, an “ Option ”) and determine the number of shares of Stock to be covered by each Option, the exercise price of each Option and the terms, conditions and limitations applicable to the grant or exercise of each Option and to the Stock issued upon the exerci... | Label: General |
0e383dfb-fa45-4e00-a40d-c637309098eb | Clause:
Seller hereby represents and warrants to Buyer that, as of the date of this Amendment, no Default or Event of Default has occurred and is continuing.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Ar... | Label: Representations |
29831118-02ec-4060-8c0a-e991bb4d700a | Clause:
This Agreement shall be construed, interpreted and enforced in accordance with the laws of the State of California, without giving effect to the choice of law principles thereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, A... | Label: Governing Laws |
54b0e5b3-ad33-4e27-a251-3ef0e3a48bca | Clause:
Immediately upon the ex ecution and acceptance of this Amendment, each Loan Party and each of their respective successors, assigns, subsidiaries, affiliates, insurers, employees , att orneys, agents, representatives and other persons and/or entities connected therewith, hereby fully and forever compromises, set... | Label: Releases |
8e557c1b-5bbd-415c-8b9e-d76c89582bad | Clause:
Except as provided otherwise in this Section 6.4 or Section 7, a Participant whose employment terminates for any reason prior to the last day of the Performance Period shall forfeit such Award.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Cor... | Label: General |
9b2fba80-3cf4-4643-bae3-1c57d385dbe0 | Clause:
The Closing of this transaction will take place upon the “Instrument of Transfer” being stamped by the Stamp Office at the Inland Revenue Department in Hong Kong with the appropriate Stamp Duties paid, as per Section 1.03 below.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustment... | Label: Closings |
2c65869a-8e36-4296-bec2-efc289a463be | Clause:
This Agreement may be executed by any one or more of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. This Agreement may be executed by any one or more of the parties hereto by facs... | Label: Counterparts |
59b51d7a-3fee-40b1-b76c-50d76997b403 | Clause:
Any notices or other communications provided for in this Agreement shall be sufficient if in writing. In the case of Director, such notices or communications shall be effectively delivered if hand delivered to Director at Director’s principal residence or if sent by registered or certified mail to Director at ... | Label: Notices |
068c9776-08e0-46f8-94d8-5fe82657cbb0 | Clause:
As of the date hereof, there are no other agreements entered into between the Financial Institution and the Pledgor with respect to any Designated Account or any financial assets credited thereto (other than standard and customary documentation with respect to the establishment and maintenance of such Designate... | Label: Amendments |
029536f2-ca11-4a6e-bc02-4015b8543c96 | Clause:
The Parties are entering into this Agreement in reliance upon and shall fully comply with all Applicable Law which directly or indirectly affects the Products throughput hereunder, or any receipt, throughput delivery, transportation, handling or storage of Products hereunder or the ownership, operation or condi... | Label: Applicable Laws |
e36d7006-ee1e-4d9e-b54b-b21ba421f8d9 | Clause:
The execution and delivery of this Agreement by the Seller does not, and the consummation by the Seller of the Transactions will not, violate, conflict with or result in a breach of any provision of, or constitute a default (or in an event which, with notice or lapse of time or both, would constitute a default)... | Label: No Conflicts |
39807c52-4535-43f7-be8f-9aea793dd2ec | Clause:
Each Company shall maintain with financially sound and reputable insurers insurance with coverage and limits as required by law and as is customary with Persons engaged in the same businesses as the Companies.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amen... | Label: Insurances |
7312da5c-c8b0-4acd-b27f-f6460fe9b4d9 | Clause:
During the Employment Period, the Employer shall pay to the Executive a base salary (the “Base Salary”) at the rate of $275,000 per calendar year, less applicable deductions, and prorated for any partial year. The Base Salary shall be reviewed by the Employer annually and shall be modified in the discretion of... | Label: Base Salary |
eae1d54c-f898-449c-b9d7-6bc7b5cf90c3 | Clause:
Tenant shall pay to Landlord the Minimum Guaranteed Rental in monthly installments in the amount specified in Section 1.1 above. The first such monthly installment shall be due and payable upon execution of this Lease, and will be credited towards Tenant's first month's rent, and subsequent installments shall b... | Label: Payments |
3b55a630-05fe-49b2-8609-4993b502a636 | Clause:
The Company will comply, in all material respects with all valid laws and regulations now in effect or hereafter promulgated by any properly constituted governmental authority having jurisdiction; provided, however, the Company shall not be required to comply with any law or regulation which it is contesting in... | Label: Compliance With Laws |
9a1d7ae2-e5ee-475b-b4fa-acd9c4e43de2 | Clause:
This Agreement, together with all the Exhibits attached hereto, constitutes the entire agreement of the Parties with respect to the subject matter hereof as applicable to such Party and supersedes all prior agreements and undertakings, both written and oral, between any of the Parties with respect to the subjec... | Label: Entire Agreements |
c61287f9-74cb-461b-8149-80723074ef6c | Clause:
This Escrow Agreement, the Merger Agreement, and the documents, instruments and other agreements specifically referred to herein or delivered pursuant hereto (a) constitute the entire agreement among the parties with respect to the subject matter hereof and (b) supersede all prior agreements and understandings,... | Label: Entire Agreements |
731582f7-4b45-4f7c-9976-37cfc9156c93 | Clause:
The Company will pay the expenses of the Investor in connection with the transactions contemplated hereunder, as limited by Section 4.2.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, As... | Label: Expenses |
02dcb577-fe82-411d-806d-29c7f057bd4f | Clause:
Each Borrower and each other Credit Party irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the courts of the State of New York and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any other Cre... | Label: Consent To Jurisdiction |
7c2d31bf-6b74-4bab-bba5-3f2f1bdcc2fd | Clause:
Except as otherwise provided in §10 concerning the Termination Fee, each of the Purchaser and the Seller will bear its own costs and expenses (including legal fees and expenses) incurred in connection with this Agreement and the Transactions; provided , however , that the Seller will also bear the costs and exp... | Label: Expenses |
170214b4-f37c-4254-80f5-7558ad73b9de | Clause:
Other than as expressly contemplated by Section 3.15 hereof, each Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any Guarantor and without notice to or further assent by any Guarantor, any demand for payment of any of the Guaranteed Obligations made by... | Label: Amendments |
e281a7f6-a73b-48ad-ba70-37e1f0dc5552 | Clause:
The capitalization of the Company is as set forth in the SEC Reports. The Company has not issued any capital stock since its most recently filed 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 o... | Label: Capitalization |
767fa285-4d17-4266-a9b0-cbfe17f86ff8 | Clause:
This Intellectual Property Security Agreement may be executed in any number of counterparts, all of which constitute one and the same instrument, and any party hereto may execute this Intellectual Property Security Agreement by signing and delivering one or more counterparts.
Task: Classify this clause into ON... | Label: Counterparts |
5c3e758d-51d0-41dd-8b63-a102cba7b2e0 | Clause:
This Plan and actions taken in connection with it shall be governed by the laws of Ohio, without regard to the principles of conflict of laws. The Plan is not intended to be governed by the Employment Retirement Income Security Act of 1974, and shall be so construed and administered.
Task: Classify this clause... | Label: Governing Laws |
f3938fbd-4e72-4d89-9753-6d9086d0534f | Clause:
THIS GRANTOR JOINDER AGREEMENT, AND ANY DISPUTE, CLAIM OR CONTROVERSY ARISING OUT OF OR RELATING TO THIS AGREEMENT (WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE) SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAW RULES TH... | Label: Governing Laws |
84b0b13e-6499-49e7-8c74-9a4fd7e5af88 | Clause:
THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF DELAWARE WITHOUT GIVING EFFECT TO ANY CHOICE OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE STATE OF DELAWARE OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER TH... | Label: Governing Laws |
10a5ff4f-4326-4dd8-962c-54237716ffd9 | Clause:
EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF ANY PARTY HERETO IN THE NEGOTIATION, ADMI... | Label: Waiver Of Jury Trials |
4a9e58aa-fd38-4f53-a3ce-5189a0f0f707 | Clause:
CBKC may assign its rights and obligations under this Agreement to any Person. Neither Distributor nor Marketer may assign (whether by operation of law or otherwise) its rights or obligations under this Agreement without the prior written approval of CBKC.
Task: Classify this clause into ONE of these types (ex... | Label: Assignments |
745bd294-719d-46c6-bffb-6b1e8de0b928 | Clause:
The following terms shall have the following meanings when used in this Mortgage. All capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Loan Agreement (as defined below).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements,... | Label: Definitions |
43d2c474-7b90-45b5-916d-fb8d2d481d94 | Clause:
Neither the Company nor any of its subsidiaries owns any real property, nor has the Company or any of its subsidiaries ever owned any real property, other than leasehold interests entered into in the ordinary course of business. The Company and each of its subsidiaries has good and marketable title to its prope... | Label: Liens |
45590557-71bd-437e-a27c-998707e9c50b | Clause:
Neither party may assign its rights under this Agreement, except that in the event of assignment by the Purchaser of its rights under the Loan Agreement in accordance therewith, the party to whom such assignment is made shall be entitled to the Purchaser's rights hereunder.
Task: Classify this clause into ONE ... | Label: Assignments |
305119a4-9de6-43cc-ab4c-41bf0a0bf6ba | Clause:
Any Know-How and all other scientific, clinical, regulatory, marketing, financial and commercial information or data, whether communicated in writing, verbally or electronically, of the Prostate Cancer Sublicensee that is disclosed to or received by Merck pursuant to the Agreement or this Amendment shall be con... | Label: Confidentiality |
0948da5f-64cd-4a1e-b230-155a56712177 | Clause:
There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Borrower after due and diligent investigation, threatened, at law, in equity, in arbitration or before any Governmental Authority, by or against the Borrower or any of its Subsidiaries or against any of their proper... | Label: Litigations |
63b529bc-9dca-448c-89f5-978ea0b38f5e | Clause:
If during the period of the Participant's employment and two years thereafter, the Participant (1) becomes associated with, recruits or solicits customers or other employees of the Employer for, is employed by, renders services to, or owns any interest in (other than any non-substantial interest, as determined ... | Label: Forfeitures |
029ec1dc-0fb9-4a85-9bfb-09063474dd61 | Clause:
The Award Agreement may be amended or modified by the Committee, including amendments and modifications that may affect the tax status of the Award, provided that such action may not, without the consent of Grantee , impair any rights of Grantee under the Award Agreement.
Task: Classify this clause into ONE of... | Label: Amendments |
42302445-2bbc-4d97-9f27-2d988249f8d4 | Clause:
This Waiver shall be binding upon and insure to the benefit of the parties hereto and their respective legal representatives, successors or assigns.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arb... | Label: Binding Effects |
72f34ec5-62b6-4d92-b9d6-246b54d1dfea | Clause:
The Province will have the right to inspect and take copies of and cause an audit to be taken by an independent auditor of the books and records of Fortress pertaining to Gross Revenue upon reasonable notice at reasonable times.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustment... | Label: Books |
0a3028c3-b2e7-4949-95a3-6e95448f2fca | Clause:
This Agreement may be executed in more than one counterpart, all of which, taken together, will constitute one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Ass... | Label: Counterparts |
30a22435-76a9-4bc8-bdcf-d1a2d3bc4ed8 | Clause:
Any Lender may at any time, without the consent of, but with notice to, the Borrower and the Administrative Agent, sell participations to any Person (other than a natural Person or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural Person, a Defaulting... | Label: Participations |
fce9b51d-388f-44a1-90d0-aedd03334708 | Clause:
Subject to Section 2.5 of the Credit Agreement, Borrower Representative, on behalf of itself and each other Borrower (other than CIBER AG and Dutch Borrowers), each Dutch Borrower, CIBER CV and CIBER AG jointly and severally agree to pay on demand all Lender Group Expenses of Agent (including, without limitatio... | Label: Expenses |
d85738db-7bfe-4cee-b18b-e2da4aabc7ca | Clause:
Each of the parties shall hold, and shall cause its respective representatives to hold, in confidence all documents and information furnished to it by or on behalf of the other party in connection with the Transactions pursuant to the terms of the confidentiality and non-disclosure agreement, dated June 14, 201... | Label: Confidentiality |
b3a9e961-eb07-40f4-b5cc-8789c63f79a6 | Clause:
If any capital reorganization, reclassification of the capital stock of the Company, combination, continuation, consolidation or merger of the Company with another corporation in which the Company is not the survivor, or sale, transfer or other disposition (i.e. license, lease or contractual arrangement) of all... | Label: Sales |
68097c55-2f61-4d01-b310-4f9269e3cd0e | Clause:
Any capitalized terms not defined in this Agreement shall have the same meaning ascribed to them in the LCA.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authorit... | Label: Definitions |
147eaee3-d2a2-43a1-b58f-a6599365dcc1 | Clause:
Such Lessee is duly organized, validly existing and in good standing under the laws of the State of its incorporation, formation or organization and is in good standing and is authorized to transact business in each state in which it conducts business. Such Lessee has all requisite corporate, partnership or oth... | Label: Authority |
c2f15f3e-00f4-4562-86dc-9999e9e4bebd | Clause:
Borrower shall execute and deliver (or cause to be executed and delivered) to Agent and the Lenders such additional documents, instruments, certifications and opinions as the Agent may reasonably require in its reasonable discretion, including, without limitation, a Compliance Certificate, demonstrating complia... | Label: Expenses |
7e4f92f2-8cd6-4f8a-a0ff-76af76658ccd | Clause:
There are no pending or, to the knowledge of the Partnership Parties, threatened Proceedings against any Partnership Party that would individually, or in the aggregate, have a Partnership Material Adverse Effect. Except as would not, individually or in the aggregate, have a Partnership Material Adverse Effect, ... | Label: Litigations |
79787e47-dc72-4e7f-885c-28600fdf1eae | Clause:
This Agreement may be executed in two or more counterparts (including by facsimile or other electronic means such as portable document format (.pdf)), each of which shall be deemed an original but all of which shall constitute one and the same Agreement.
Task: Classify this clause into ONE of these types (exac... | Label: Counterparts |
557e25bb-ffd8-40d4-9c3c-b506dbe54cac | Clause:
Take such action and execute, acknowledge and deliver, at its sole cost and expense, such agreements, instruments, or other documents as any Agent may reasonably require from time to time in order (i) to carry out more effectively the purposes of this Agreement and the other Loan Documents, (ii) to subject to v... | Label: Further Assurances |
862579e3-c974-40d2-a21c-a7b8c0342dd2 | Clause:
The Plan was adopted by the Board on July 7, 2016 (the “ Effective Date ”), subject to approval by the Company’s stockholders within twelve (12) months following the Effective Date. Awards may be granted under this Plan on and after the Effective Date, provided that any Awards granted prior to the date that the... | Label: Effective Dates |
818d5267-ae5e-4a02-925a-52814edd6f0f | Clause:
The “ Term ” of this Lease is the Initial Term plus all Renewal Terms, and a “ Lease Year ” is the twelve month period commencing on January 1 of each year of the Term; provided, however, the first Lease Year shall commence on August 1, 2014 and end on December 31, 2015. The “Initial Term” commences on August 1... | Label: Terms |
959964ad-01ab-4052-9187-7a22bd8e4252 | Clause:
During each year of the Employment Period, the Executive shall be entitled to paid vacation consistent with the Company’s practices, policies and programs for its senior executives; provided that the Executive shall be entitled to no less than two (2) weeks of paid vacation during each year of the Employment Pe... | Label: Vacations |
52e029a7-46b2-439a-85ca-e26c943859e0 | Clause:
No modification of any Loan Document, including any extension or amendment of a Loan Document or any waiver of a Default or Event of Default, shall be effective without the prior written agreement of Lender and each Obligor party to such Loan Document; provided , however , that only the consent of the parties t... | Label: Amendments |
57898c5b-b0cd-4a69-b1d2-34a8ae586ce5 | Clause:
Except for matters covered under paragraph 11, in the event of any dispute or difference between the Company and the Executive with respect to the subject matter of this Agreement and the enforcement of rights hereunder, either the Executive or the Company may, by written notice to the other, require such dispu... | Label: Arbitration |
16bc7bba-ce37-421a-ac78-3738efd960b4 | Clause:
Buyer has the legal capacity to execute and deliver this Agreement and the documents to be executed and delivered by the Buyer at the Closing pursuant to the transactions contemplated hereby. This Agreement and all such documents constitute the valid and binding agreement of the Buyer, enforceable in accordance... | Label: Enforceability |
36a0f7be-258a-4a26-8631-2f0be74e8b59 | Clause:
The Borrower and each of its Subsidiaries is in compliance in all material respects with the requirements of all laws, rules and regulations and all orders, writs, injunctions and decrees applicable to it or to its properties, except where the failure to comply therewith, either individually or in the aggregate... | Label: Compliance With Laws |
605fd113-4814-4847-9a3a-fcef9d4f90d1 | Clause:
This Agreement may be executed, including execution by facsimile signature, in one or more counterparts, each of which will be deemed an original , and all of which together will be deemed to be one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Ag... | Label: Counterparts |
6c794da9-3562-423c-bbf1-8d3c4d94e960 | Clause:
All notices and other communications provided hereunder shall be in writing or by facsimile and addressed, delivered or transmitted, if to the Company or the Holder, to the applicable party at its address or facsimile number set forth on the signature pages hereto, or at such other address or facsimile number a... | Label: Notices |
79930ad0-1484-4d89-9f5d-1bda132574fa | Clause:
No selection procedures believed by the Servicer to be materially adverse to the interests of the Asset Pool One Noteholders were utilized in selecting the Removed Asset Pool One Accounts to be removed from the Trust and (I) a random selection procedure was used by the Servicer in selecting the Removed Asset Po... | Label: Representations |
e1336ee4-94be-40bb-ba43-00d4b4ead523 | Clause:
Except for public disclosures (a) resulting from the issuance of the press release agreed upon by the Parties and attached to this Agreement as Exhibit D, (b) otherwise permitted under Section 5.1.3 or 5.2.3 or (c) required by Applicable Law or by the rules and regulations of any securities exchange on which an... | Label: Publicity |
4f887d18-7022-4150-9b0e-bd2f05cc32ff | Clause:
No representation or warranty made by any of the Borrowers or any of their Restricted Subsidiaries in any Loan Document to which it is a party and no information furnished to any Agent or the Lenders by or on behalf of any of the Borrowers or any of their Restricted Subsidiaries or any of its representatives in... | Label: Disclosures |
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