id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
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|---|---|---|
574be380-3e60-4aa8-9b92-f0dd08121553 | Clause:
This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. fede... | Label: Counterparts |
e2586022-cc6b-44b9-8123-6d91186d0a4a | Clause:
The Board of Directors of the Purchaser has duly and validly approved this Agreement and the transactions contemplated hereby and thereby. The execution and delivery of this Agreement by the Purchaser and the performance by the Purchaser of its obligations hereunder have been duly and validly authorized by all... | Label: Authority |
27978ae7-41c8-4923-946f-93fd8d8333df | Clause:
The Borrowers will use the proceeds of all Revolver Loans solely (a) to refinance the Existing Credit Agreement; (b) to pay fees and transaction expenses associated with the Transactions; (c) to issue Letters of Credit; (d) to finance Capital Expenditures and ongoing working capital needs; and (e) for other law... | Label: Use Of Proceeds |
f6ef75dc-6b0d-41f2-a9a7-47c3a9fcf6da | Clause:
Maker agrees to pay the cost of any revenue, tax or other documentary fee or stamps now or hereafter required by law to be affixed to this Note or the Security Instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicab... | Label: Fees |
b333201d-460f-4026-a56f-1c988484498b | Clause:
As of the date hereof, the Company's only Subsidiaries are set forth on Schedule 6(g) . The Company owns directly or indirectly, all of the equity interests of the Subsidiaries free and clear of any lien, charge, security interest, encumbrance, right of first refusal or other restriction, and all the equity in... | Label: Subsidiaries |
cb11a991-d4ec-434d-93db-ac66a920506c | Clause:
Upon each adjustment of the Warrant Price, Class and/or number of Shares, the Company, at the Company’s expense, shall notify Holder in writing within a reasonable time setting forth the adjustments to the Warrant Price, Class and/or number of Shares and facts upon which such adjustment is based. The Company sh... | Label: Notices |
f2df4b66-363a-468b-a952-ab3730b4d60f | Clause:
With respect to (a) any date prior to the Investment Grade Covenants Date and (b) the Specified Acquisition Date, the Borrower maintains, and has caused all of its Subsidiaries to maintain, (i) all insurance policies sufficient for the compliance by each of them with all material Governmental Requirements and a... | Label: Insurances |
3c5fdb8f-7304-47a8-823c-062cf9f90dce | Clause:
This Amendment may be executed in several counterparts, each of which so executed will be deemed to be an original, but all of which together will constitute the same instrument. Any signature page delivered by a fax machine or telecopy machine will be binding to the same extent as an original signature page.
... | Label: Counterparts |
7ebee4ec-a6d1-4dd1-a720-2ce2fd965c3f | Clause:
THIS AMENDMENT SHALL BE SUBJECT TO THE PROVISIONS REGARDING CHOICE OF LAW AND VENUE, JURY TRIAL WAIVER AND JUDICIAL REFERENCE PROVISION SET FORTH IN SECTION 1 0.15 OF THE LOAN AGREEMENT , AND SUCH PROVISIONS ARE INCORPORATED HEREIN BY THIS REFERENCE, MUTATIS MUTANDIS .
Task: Classify this clause into ONE of th... | Label: Venues |
604c99e6-834a-4116-af3e-79464cbe14a5 | Clause:
Subject to the satisfaction or waiver of the conditions precedent set forth in Article V , the closing (the “ Closing ”) will take place at 4:00 p.m., eastern time on the Effective Date or such other time and date as may be agreed upon by the Parties (the “ Closing Date ”).
Task: Classify this clause into ONE ... | Label: Closings |
b0465689-d029-411e-a106-c5bc4c5f9274 | Clause:
Except for the restrictions expressly set forth in the Loan Documents or in the documentation (as in effect on the Petition Date) governing any Indebtedness outstanding on the Petition Date, the Company and each Guarantor shall not, and shall not permit any Restricted Subsidiary to, directly or indirectly, ente... | Label: Amendments |
1a711845-3262-4352-8b7e-7bf86ba662b2 | Clause:
The Company hereby employs the Employee, and the Employee hereby accepts employment, as the Operations and Accounting Officer, on the terms and conditions hereinafter set forth.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Ap... | Label: Positions |
05158797-0f38-4d50-8b40-afab21486db0 | Clause:
This Third Amendment may be executed by one or more of the parties hereto in any number of separate counterparts, and all of such counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of this Third Amendment by facsimile transmission shall be effective as delivery of a ... | Label: Counterparts |
190ac455-5751-45c7-8250-c21c5e3c1dac | Clause:
The parties intend that all payments or benefits payable under the Agreement will not be subject to the additional tax imposed by Section 409A of the Code, and the provisions of the Agreement shall be construed and administered consistent with such intent. To the extent such potential payments could become subj... | Label: Interpretations |
57465440-0a94-4727-8876-e81c857de8d1 | Clause:
Unless earlier terminated herein in accordance with Section 6 hereof, the Executive’s employment with the Company shall be governed by the terms and conditions of this Agreement for a period beginning on the Effective Date and ending on December 31, 2021 (the “ Term ”).
Task: Classify this clause into ONE of t... | Label: Terms |
8f454040-32d6-4b73-bdb2-bfc5680b54b2 | Clause:
Subject to Section 1.10 , this Agreement shall terminate in its entirety upon the earliest to occur of (i) the termination of the Merger Agreement in accordance with its terms; (ii) the Effective Time; (iii) the date on which the Company Board effects a Change of Recommendation; and (iv) the date of the entry, ... | Label: Terminations |
0dc1a1fd-b398-41f8-852e-d230b34efa22 | Clause:
The terms and provisions of Section 15.07 (Governing Law) and Section 15.10 (Counterparts) of the Purchase Agreement shall apply to this Amendment, mutatis mutandis , as if fully set forth herein.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-... | Label: Miscellaneous |
80a466ff-5869-4d9d-a55d-b5b64d442809 | Clause:
To the extent permitted by applicable law, each Guarantor hereby waives promptness, diligence, protest, notice of acceptance and any other notice or formality of any kind with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that the Collateral Agent exhaust any right or take a... | Label: Waivers |
c09fb446-4ef4-4f78-b3de-eccfee28c647 | Clause:
Each Agent, on behalf of itself and its Related Secured Parties, may demand specific performance of this Agreement. Each Agent, on behalf of itself and its Related Secured Parties, hereby irrevocably waives any defense based on the adequacy of a remedy at law and any other defense that might be asserted to bar ... | Label: Specific Performance |
32fc1f44-d26d-4af0-a44b-22b6a466192e | Clause:
Any Lender may at any time, without the consent of, or notice to, Borrowers or Agent, sell participations to any Person (other than a natural Person, a known Defaulting Lender or any Borrower or any Borrower’s Affiliates or Subsidiaries) (each, a " Participant ") in all or a portion of such Lender’s rights and/... | Label: Participations |
22a76010-dccc-4f25-baa1-56d34a159956 | Clause:
All of the Borrower’s obligations under this Article 3 shall survive the full and final payment and satisfaction of all Obligations hereunder and the resignation or removal of the Administrative Agent.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, ... | Label: Survival |
f50e722f-577a-4f79-bf04-89e6ed1e2874 | Clause:
For value received, Maker promises to pay to Holder at such place as Holder may designate in writing, in currently available funds of the United States, all sums advanced by Holder to Maker under this Note up to a maximum principal sum of Four Hundred Thousand Dollars ($400,000) . Maker's obligation under this ... | Label: Interests |
a9341266-73b7-47ca-8380-b9dcf04ed99c | Clause:
Each Obligor shall immediately advise the Lender in writing of any material actions, suits, litigation or other proceeding against it.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assi... | Label: Litigations |
b19dbe85-274a-4e7f-b4a1-6a4b04289323 | Clause:
The Company hereby agrees that Executive will continue to be entitled to all of his respective statutory rights to indemnification, including, without limitation, indemnification pursuant to the Company's organizational documents, insurance policies or under applicable law to the same extent Executive would hav... | Label: Indemnifications |
509fea2b-cd4c-4fa8-9650-ee4a6f2a152d | Clause:
No provision of this Supplement will be deemed waived by either party unless expressly waived in writing signed by the waiving party. No waiver shall be implied by delay or any other act or omission of either party. No waiver by either party of any provision of this Supplement shall be deemed a waiver of such p... | Label: No Waivers |
66f2eadd-674e-44cc-9fed-fe6fd79bc381 | Clause:
Notwithstanding anything to the contrary contained herein, (i) the Board may, at any time and from time to time, without any further action of the Committee, exercise the powers and duties of the Committee under the Plan, unless the exercise of such powers and duties by the Board would cause the Plan not to com... | Label: Powers |
e88b54fd-da0b-4814-ad30-dc50620d86c9 | Clause:
You will be paid all salary and accrued vacation pay earned through the date of your termination, less all applicable withholding taxes, on the first regular pay date following the date of your termination.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendme... | Label: Vacations |
83ced45a-fd5d-4288-a4d1-4fc5dc2cc06f | 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 |
bf9534c9-31d0-449f-af36-28e1e97f46b2 | Clause:
Except as expressly provided in Article 12, neither this Agreement nor any interest hereunder shall be assignable, nor any other obligation delegable, by a Party without the prior written consent of the other Parties; provided, however, that a Party may assign or otherwise transfer this Agreement without such p... | Label: Assignments |
c94ef237-9ac9-424b-ac5a-4ecd09a9f2b4 | Clause:
Notwithstanding any other term or provision herein, this Agreement and all rights granted hereunder may be terminated without cause at any time by either Party upon thirty (30) days prior written notice to the other Party. However, in the event of a material breach of this Agreement by SWP, MassRoots may termin... | Label: Terminations |
52efc50b-d5e2-4025-904b-901e691f6c70 | Clause:
This Agreement shall become effective as of the Effective Date, and the rights and licenses granted hereunder shall continue in full force and effect in perpetuity (the “ Term ”). The Parties hereby acknowledge and agree that this Agreement (i) is neither of indefinite duration nor terminable at will, (ii) is i... | Label: Terms |
3614dd8d-4702-4dc0-a4bb-f9087b30fbc0 | Clause:
The consummation of the transactions contemplated by this Agreement shall take place at a closing (the “ Closing ”) to be held at a time, date and place as the parties hereto may mutually agree but shall be no later than April 1, 2016. The Closing may take place remotely, by exchange of documents and signatures... | Label: Closings |
91495f2f-f445-41aa-90fc-244c49b19e5f | Clause:
This Agreement constitutes the entire agreement among the Parties and supersedes all prior and contemporaneous agreements, representations, warranties, and understandings of the Parties. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing by all of the Parties... | Label: Modifications |
ab5897f0-92a1-4033-a0ec-2e9501265a47 | Clause:
During the Term of Employment (as defined in Section 2 ), the Executive shall serve the Corporation as its Executive Vice President of International Operations and Sales. The Executive shall, without limitation and without limiting the Executive’s other duties to the Corporation, and without limiting the author... | Label: Duties |
af2c402c-0229-4fc3-ad09-e71c5389be4a | Clause:
Sublessor represents and warrants that it has not dealt with any broker or finder in connection with the negotiation, execution or consummation of this Sublease, other than Newmark Cornish & Carey representing Sublessor. Sublessee represents and warrants that it has not dealt with any broker or finder in connec... | Label: Brokers |
38afb670-cbf8-4f2d-85d9-dc5e2a54b8f8 | Clause:
This Amendment may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. This Amendment will become effective when duly executed and delivered by each party hereto. Counterpart signature pages to this Amendment... | Label: Counterparts |
5471023f-95c2-43e9-953b-7adba272fe07 | Clause:
If term loans shall be made under any Incremental Increase in accordance with this Section 2.16 , the Administrative Agent and the Borrower shall determine the effective date (the “ Increase Effective Date ”) and the final allocation of such Incremental Increase. The Administrative Agent shall promptly notify ... | Label: Effective Dates |
1e89ad64-27d1-4b6c-8035-faee99154c34 | Clause:
This Joinder Agreement and the Trademark License Agreement, as amended hereby, constitute the entire agreement and understanding of the Parties as to their subject matter, and supersede all prior agreements and understandings, both written and oral, among the Parties with respect to such subject matter.
Task: ... | Label: Entire Agreements |
b276fef8-66c6-4c49-b1de-a3259d1105a8 | Clause:
This Agreement constitutes the entire agreement of the Parties with regard to its subject matter, and supersedes all previous written or oral representations, agreements and understandings between Annapurna and Cornell with respect to its subject matter.
Task: Classify this clause into ONE of these types (exac... | Label: Entire Agreements |
ea227eea-a484-4ba3-9f1b-0a9ea5a2cfcf | Clause:
All obligations of First Hawaiian under the Plan, with respect to Awards granted hereunder, shall be binding on any successor thereto, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or a... | Label: Successors |
27034e1d-ef73-4813-bddf-2a9e4307b4e9 | Clause:
The Committee is authorized to make adjustments in the method of calculating attainment of Performance Goals in recognition of: (i) items that are of an unusual nature or indicate infrequency of occurrence, (ii) changes in tax laws, (iii) changes in generally accepted accounting principles or changes in account... | Label: Adjustments |
e6fb9c70-5223-477d-8343-f6875c227667 | Clause:
The representations, warranties and agreements in this Section 5 shall survive any cancellation, termination, rescission or expiration of this Agreement and any termination of Employee's employment with the Company.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements... | Label: Survival |
bee078e5-9e6a-4997-9d4f-f4137a3172d4 | Clause:
No consent, approval, authorization or order of, or filing, registration or qualification with any Governmental Authority is required for the consummation of the transactions contemplated by this Agreement, except for (i) such as have been, or prior to the Closing Date, will be, obtained or made, (ii) such cons... | Label: Approvals |
4c948563-be4c-4e4d-a841-d2a47cdb4bef | Clause:
Executive has reviewed with his own tax advisors the applicable tax (U.S., state, and local) consequences of the transactions contemplated by this Agreement. Executive is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. Executive understands that ... | Label: Representations |
5a261b8b-ac07-4c2a-bacc-0b88907dbd0b | Clause:
This Security Agreement may be executed in any number of counterparts each of which when so executed and delivered shall be deemed an original, and it shall not be necessary in making proof of this Security Agreement to produce or account for more than one such counterpart executed by the Grantor against whom e... | Label: Counterparts |
52652727-2fd9-445e-9cf1-ceeab82b064f | Clause:
The Executive represents and warrants to the Company that the Executive has the legal right to enter into this Agreement and to perform all of the obligations on the Executive’s part to be performed hereunder in accordance with its terms and that the Executive is not a party to any agreement or understanding, w... | Label: Representations |
77f4977e-9116-4b14-8e52-119937a849af | Clause:
This Agreement will be binding upon and inure to the benefit of (a) the heirs, executors and legal representatives of Executive upon Executive’s death. None of the rights of Executive to receive any form of compensation payable pursuant to this Agreement may be assigned or transferred except by will, trust, or ... | Label: Assignments |
69a26f3d-0d97-489d-990e-f8ec536370aa | Clause:
The Committee shall determine the amount of the bonus to be paid to a Participant pursuant to each Annual Bonus Pool Award, the time or times when Annual Bonus Pool Awards will be made, and all other terms and conditions of each Annual Bonus Pool Award. Each Annual Bonus Pool Award shall be subject to the terms... | Label: General |
fa954093-eff1-4284-8bf9-46fac2744ecd | Clause:
Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrator's award in any court having jurisdiction.
Task: Classify this... | Label: Arbitration |
e09e3297-c869-45ed-bda5-0667528628fd | Clause:
This Agreement may be executed by any one or more of the parties hereto and thereto in any number of counterparts, each of which shall be deemed to be an original, but all such respective counterparts shall together constitute one and the same instrument. This Agreement may be delivered by any party by facsimi... | Label: Counterparts |
96724753-4d1e-4d70-9e17-0fc4c9061dbc | Clause:
(a) The proceeds of the Loans will be used solely for (i) the payment of fees and expenses payable in connection with the Transactions and (ii) working capital and other general corporate purposes of the Company and the Subsidiaries, which may include Acquisitions. Letters of Credit will be issued only for gene... | Label: Use Of Proceeds |
fe7f969e-4eba-4fc0-a7d9-93e75e23f1f3 | 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 |
1f11f846-e7f9-43ad-9a9c-b242c9e0a550 | Clause:
For purposes of this Agreement, the following capitalized terms have the meanings assigned to them in this Section 1.1 . Capitalized terms used in this Agreement and not defined in this Section 1.1, have the meanings assigned to them elsewhere in this Agreement.
Task: Classify this clause into ONE of these typ... | Label: Definitions |
6eb7db6f-c651-489f-9cd3-a3d7b5aded21 | Clause:
This Agreement, inclusive of the Omnibus Plan and the terms of the Director Plan incorporated into this Agreement, contains the entire agreement between you and the Company with respect to the Stock Units. Any and all existing oral or written agreements, representations, warranties, written inducements, or oth... | Label: Entire Agreements |
221cd042-7ce4-4940-9004-7fa398a29393 | Clause:
The Company shall (a) by 9:30 a.m. (New York City time) on the Trading Day immediately following the date hereof, issue a press release disclosing the material terms of the transactions contemplated hereby, and (b) file a Current Report on Form 8-K, including the Transaction Documents as exhibits thereto, with ... | Label: Publicity |
8297e333-017a-4ccf-ab1c-fa1140018ab5 | Clause:
No consent, approval, authorization or order of, registration or filing with, or notice to any governmental authority or court is required under applicable law in connection with the execution, delivery and performance by Seller or Guarantor of this Agreement, any Transaction Request, Purchase Confirmation and ... | Label: Approvals |
7057f58b-b33d-4364-a79a-17117b272433 | Clause:
Not later than 4:00 p.m. (Chicago time) on the applicable Borrowing Date, the Swing Line Lender shall make available the Swing Line Loan, in immediately available funds, to the Administrative Agent at its address specified pursuant to Article XIII. The Administrative Agent will promptly make the funds so receiv... | Label: Participations |
e03de171-7984-4774-92c3-56161f1dd08c | Clause:
Except as set forth in Section 2.3 of the Company Disclosure Letter , and for such exceptions with respect to subclauses (b) or (c) below as would not be reasonably likely to have, individually or in the aggregate, a material adverse effect on the ability of each of the Sellers to perform its obligations under,... | Label: No Conflicts |
19e68306-5515-4ad4-8e73-7fb5d5e89944 | Clause:
The provisions of this Article 14 shall survive Final Completion and the expiration of the term of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Au... | Label: Survival |
8b1b452a-80ef-4962-93cc-27490947df9c | Clause:
On or before the Closing, the Seller shall deliver to Buyer unaudited consolidated financial statements in a form reasonably satisfactory to Buyer for year-to-date 2015 for which financial information is available, which financial statements shall be prepared in conformity with generally accepted accounting pri... | Label: Financial Statements |
7ea8fc1a-3a81-4ea7-a2e2-943d1cad5bb4 | Clause:
Any provision of this Agreement to the contrary, notwithstanding, but subject to the following sentence, upon a Change in Control of the Company, Participant’s Awarded TVPSUs shall immediately vest and shall be settled as soon as practicable but not later than 2-1/2 months after the Change in Control (or within... | Label: Change In Control |
b0f6180f-5b8d-4270-890e-a644b5db4730 | Clause:
No failure or delay by either party in exercising any right, power or privilege under this Agreement shall operate as a waiver of such right nor shall any single or partial exercise by either party of any right, power or privilege under this Agreement preclude any further exercise of such right, power or privil... | Label: Waivers |
3ead5154-15df-443c-ac91-639cbfc5ead8 | Clause:
No provisions of this Transition Services Agreement or any Ancillary Agreement shall be deemed waived, amended, supplemented or modified by a Party, unless such waiver, amendment, supplement or modification is in writing and signed by the authorized representative of the Party against whom it is sought to enfor... | Label: Amendments |
12d7fc0e-0db4-421f-a58f-111cd414ce14 | Clause:
The Effective Date of the Plan (the “Effective Date”) is May 12, 2016. This Plan and each Award granted hereunder are conditioned on and shall be of no force or effect until the Plan is approved by the stockholders of the Company. The Committee (or its delegate in accordance with Section 3.4(b) hereof) may gran... | Label: Effective Dates |
aa2f655c-5f08-4e0c-8d12-5ff7623011a9 | Clause:
The representations and warranties of each Loan Party contained in this Agreement shall be true and correct in all material respects (or, if any such representation or warranty is qualified by materiality or Material Adverse Effect, it shall be true and correct in all respects as drafted) on and as of such borr... | Label: Warranties |
1d0ab6c5-f828-484e-844a-76057ad00027 | Clause:
The Executive shall at all times render his services at the direction of the Board of Directors (the "Board of Directors") and the Chief Executive Officer of the Company, and shall report primarily to the Chief Executive Officer and, with respect to financial matters, the Chief Financial Officer of the Company.... | Label: Duties |
daf75777-6bdf-45d7-ad4f-5ef59db1acc6 | Clause:
This Agreement shall be governed by the internal laws of the State of New York, without reference to principles of conflicts of law.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assign... | Label: Governing Laws |
494379ad-7fed-4057-9ae3-a49b8599d53b | Clause:
All notices and other communications provided for hereunder (a) shall be given in the form and manner set forth in the Note and (b) shall be delivered (i) in the case of notice or other communications to the Grantors, by delivery of such notice to the Grantors at their address, facsimile number or e-mail addres... | Label: Notices |
0fc11a10-9adf-4137-9f0d-5fc9dc3bfd9f | Clause:
No waiver of any provision of this Operating Agreement shall be effective unless it is in writing and signed by the party against whom it is asserted, and any such written waiver shall only be applicable to the specific instance to which it relates and shall not be deemed to be a continuing or future waiver.
T... | Label: No Waivers |
f2ed90c3-1b6a-4123-b7c4-53c0ad4362d3 | Clause:
ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS NOTE OR THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE INSTITUTED IN THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA FOR THE NORTHERN DISTRICT OF ILLINOIS OR THE COURTS OF THE STATE OF ILLINOIS LOCATED IN COOK COUNTY. EACH PARTY IRREVOCABL... | Label: Submission To Jurisdiction |
c632a92f-3a07-4b60-868a-0d3321403601 | Clause:
The Loan Parties and their Subsidiaries will use the proceeds of the Loans and other extensions of credit made hereunder in accordance with Section 6.11 .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approval... | Label: Use Of Proceeds |
98778c19-319d-4bc9-b99a-5032f5e77aac | Clause:
The Agent shall have received one or more counterparts of this Amendment, executed and delivered by the Borrower and each of the Extending Lenders and the New Lenders.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable L... | Label: Counterparts |
1abbeb6b-f76c-46a3-be7d-1d3b8915895f | Clause:
This Plan and each Award under the Plan shall be governed by, and construed and enforced in accordance with, the substantive laws of The Commonwealth of Massachusetts without regard to its principles of conflicts of laws.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agre... | Label: Governing Laws |
80b7b591-595d-4d29-ad83-ab8a6fe9e573 | Clause:
The sale referred to in Section 3.1 shall take place at 10:00 A.M. at the offices of Szaferman Lakind Blumstein & Blader, PC., 101 Grovers Mill Road, Lawrenceville, NJ 08648, on April 1, 2016, or at such other time and date (not later than April 15, 2016) as the parties hereto shall by written instrument design... | Label: Closings |
34ab5c4b-916e-4ed6-aca1-efb0abd5329a | Clause:
For purposes of this Agreement, you shall be deemed to be an “Employee” while, and only while, you are in the employ of the Company or any of its direct or indirect subsidiaries and considered such an employee under the policies and procedures (including the payroll and withholding procedures) of the Company an... | Label: Employment |
7cf4d5e0-223d-4d11-a177-b7efbd45f039 | Clause:
Except as otherwise provided in this Award Agreement, the Participant shall not assign any of his or her rights under this Award Agreement without the prior written consent of the Company, which consent may be withheld in its sole discretion. The Company shall be permitted to assign its rights or obligations un... | Label: Assignments |
1d8a5536-bf08-4321-95d2-502127ebc3f8 | Clause:
All fees and expenses incurred by Manager and its affiliates in respect of the Company, its affiliates and its subsidiaries, in connection with this Agreement and all operations hereunder, including but not limited to any out of pocket expenses incurred by Manager or its legal counsel, accountants and other con... | Label: Expenses |
8a8c2fbf-8baf-40cb-bb8b-89ab3788abe6 | Clause:
Miramar will provide The Foundry with copies of all documents relating to prosecution and maintenance of the Assigned Patents and shall allow The Foundry to provide input and comment on any patent office action, such input and comment shall, where appropriate, be included in the prosecution and maintenance of t... | Label: Cooperation |
d9e46e26-362c-413a-87c9-7898eda07231 | Clause:
Each Borrower and its Restricted Subsidiaries has timely filed or caused to be filed all tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) to the extent being Properly Contested or (b) to the extent that failure to do so ... | Label: Taxes |
c7f6331e-94bd-487f-a664-e5665690ae6a | Clause:
The Company may amend the Plan at any time and from time to time. Any amendment, modification, suspension or termination of any part or all of the Plan may be made by the Plan Administrator, except that amendments causing an additional material expense to the Company will require the approval of the Zimmer Biom... | Label: Amendments |
6816d5ed-3971-479a-a411-db2e0f983a44 | Clause:
The Company shall use the proceeds from the sale of the Securities as set forth in Section 4. 8; provided , however , that the Company shall not use such proceeds (i) to pay any dividend or make any distribution on any such securities, or (ii) to repay any loan made to or incurred by any Key Employee or Affilia... | Label: Use Of Proceeds |
f36bfd6a-85a6-472c-a587-0da9769dda83 | Clause:
The Company or an Affiliate, as applicable, shall withhold all required taxes from an Actual Award or Progress Payment , including any federal, state, local or other taxes.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applica... | Label: Tax Withholdings |
31149a53-efea-4fb5-94e0-500264af5f77 | Clause:
Any and all payments by Borrower hereunder and under the other Loan Documents shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding taxes imposed on Lender’s income,... | Label: Taxes |
8660901b-6339-412e-8dd4-66b8c11e49d2 | Clause:
By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof), and effective upon the date of such issuance (or, in the case of any Existing Letter of Credit, on the Effective Date), and without any further action on the part of the applicable Issuing Lender or the ... | Label: Participations |
839c17c4-89fc-4efe-9a70-7eca8a455c11 | Clause:
On or after the First Lockup Termination Date, if the Company at any time proposes to file a registration statement with respect to any offering of its equity securities for its own account or for the account of any other Persons (other than (i) a Registration under Section 2.01 or Section 2.02 , it being under... | Label: Participations |
853c4f81-6292-4470-bfc8-977cb1b70181 | Clause:
No failure on the part of the Administrative Agent or any other Secured Party to exercise and no delay in exercising, and no course of dealing with respect to, any right, remedy, power or privilege under any of the Financing Documents shall operate as a waiver thereof, nor shall any single or partial exercise o... | Label: Waivers |
3945f0fb-10e6-4b04-8ef5-23a9f17c205e | Clause:
The issuance of shares of Common Stock pursuant to your exercise of your option shall be subject to compliance by you with all applicable requirements of law relating thereto and with all applicable regulations of any stock exchange on which the Company’s Common Stock may be listed for trading at the time of su... | Label: Compliance With Laws |
f11a9b2f-79d0-40c3-8776-82d8348c62a7 | Clause:
This Agreement, including any Exhibits and the Disclosure Letter, which constitute integral parts of this Agreement, constitutes the entire agreement of the parties, superseding and terminating any and all prior or contemporaneous oral and prior written agreements, understandings or letters of intent between or... | Label: Entire Agreements |
11c7fd83-91b0-4361-9b61-556ea98b7808 | Clause:
Other than consummating the transactions contemplated hereunder, Healarium has not directly or indirectly, nor has any person acting on behalf of or pursuant to any understanding with Healarium, executed any purchases or sales, including short sales, of any of Apollo’s securities during the period commencing as... | Label: Confidentiality |
8888e7f7-1991-437f-af31-58db026bc6f3 | Clause:
Borrower agrees to protect, indemnify and save harmless Lender, and all directors, officers, employees and agents of Lender, from and against any and all (i) claims, demands and causes of action of any nature whatsoever brought by any Person not a party to this Loan Agreement and arising from or related or inci... | Label: Indemnity |
3b94fec4-3083-4f74-b4a5-b6995028617b | Clause:
The Borrower will, and will cause each of its Subsidiaries to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, Governmental Authorizations, privileges and franchises material to the conduct of its business except where the fail... | Label: Existence |
779281b5-4cd7-4dc1-9c6b-801c7cf80d20 | Clause:
Payment made and performance by the Company in accordance with this Section 5 shall operate to fully discharge and release the Company and its directors, officers, employees, affiliates, stockholders, successors, assigns, agents and representatives from any further obligation or liability with respect to Execut... | Label: Releases |
744bc596-45b6-470b-9fd0-c9891c0b2d85 | Clause:
EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY HEREBY KNOWINGLY, INTENTIONALLY AND VOLUNTARILY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JU... | Label: Waiver Of Jury Trials |
7c02e086-8dbb-49c5-94b3-6fb17cb7fa14 | Clause:
All representations, warranties and covenants contained in this Agreement shall survive (i) the acceptance of this Agreement by the Company, (ii) the consummation of offering of the Subject Preferred Shares as provided for herein, and (iii) changes in the transactions, documents and instruments described herein... | Label: Survival |
7e4ab6f5-5620-4219-b9ce-a50e65622df3 | Clause:
The Company shall not be obligated to pay the Restricted Cash Amount or any portion thereof to Participant or his or her legal representative unless and until Participant or his or her legal representative shall have paid or otherwise satisfied in full the amount of all federal, state, local and foreign taxes a... | Label: Tax Withholdings |
638d75e5-729a-4b05-a1d9-4cb711d0f8e1 | Clause:
This Agreement and the schedule hereto constitute the entire understanding of the parties hereto with respect to the subject matter hereof and supersede all prior negotiations, discussions, writings and agreements between them with respect to the subject matter hereof. Notwithstanding the foregoing, this Agreem... | Label: Entire Agreements |
dab1d9b7-bab6-4907-b470-3c53c25aef07 | Clause:
In addition to any rights and remedies available to the parties hereunder or at law, each party shall be entitled to bring an action for specific performance and to seek other equitable relief in connection with any breach or violation, or any attempted breach or violation, of the provisions of this Lease.
Tas... | Label: Specific Performance |
b0d7a441-c53d-4e51-a969-bc14ba9b5fe3 | Clause:
The Company agrees to pay or cause to be paid to Executive during the Employment Term a base salary at the annual rate of $1,051,000 or such increased amount as the Board may from time to time determine (hereinafter referred to as the “Base Salary”); provided, however, that the Base Salary may be reduced by no ... | Label: Base Salary |
325378cc-6e1b-475f-9da6-0811b1442292 | Clause:
Debtor agrees to pay to Lender a line of credit fee equal to SEVEN THOUSAND FIVE HUNDRED AND NO/100 DOLLARS ($7,500.00) for the establishment of the Credit Facility. The line of credit fee shall be due and payable on the Effective Date and shall be deemed fully earned as of the Effective Date. The line of credi... | Label: Fees |
0b1a4b02-ad3a-4937-87f2-d6923565540c | Clause:
The representations, warranties, covenants and agreements made herein shall survive any investigation made by any Purchaser and the closing of the transactions contemplated hereby. All statements as to factual matters contained in any certificate or other instrument delivered by or on behalf of the Company purs... | Label: Survival |
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