id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
383ecc58-c752-4529-91c5-0607c32fc69f | Clause:
Each Seller acknowledges and agrees that in making its decision to enter into this Agreement and to consummate the transactions contemplated hereby, it has relied solely upon its own investigation and upon the representations and warranties of the Purchaser expressly set forth in Article IV and the other Purcha... | Label: Warranties |
d4e940fd-fcc3-4a16-9a31-a5884a5a5640 | Clause:
This Agreement and the other Loan Documents represent the entire agreement of the Granting Parties, the Collateral Agent, the Administrative Agent and the other Secured Parties with respect to the subject matter hereof, and there are no promises, undertakings, representations or warranties by the Granting Parti... | Label: Integration |
1bea345e-4540-4f0e-949c-7c03d6837a08 | Clause:
You agree that through the Separation Date, you will fully cooperate with the Company in effecting an orderly transition of your duties and in ensuring that the business of the Company is conducted in a professional, positive and competent manner.
Task: Classify this clause into ONE of these types (exactly one... | Label: Duties |
7061171f-1f42-4093-b83c-7387bc627591 | Clause:
The Company covenants and agrees that it will fully and faithfully perform all the duties and obligations that the Issuer has covenanted and agreed in the Indenture to perform or to cause the Company to perform and any duties and obligations that the Company is required in the Indenture to perform. The foregoin... | Label: Duties |
8bd784c4-db3f-4195-ba9d-91340c47b597 | Clause:
Except as permitted under this Agreement, any Change in Control shall occur or any agreement with respect to a Change of Control shall be entered into by the Credit Parties.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applic... | Label: Change In Control |
252a59cf-828c-4560-b079-e80a70eb2aff | Clause:
This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, and all of which shall be considered one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Appli... | Label: Counterparts |
57ed6576-930c-4627-8973-7fdcf8198156 | Clause:
Each of the Obligors is in compliance with all terms and conditions of the Loan Agreement and the other Loan Documents on its part to be observed and performed and no Default or Event of Default has occurred and is continuing.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments,... | Label: No Defaults |
51a5efc8-8548-4b5f-a0a3-5aad55acc062 | Clause:
Each Borrower Party shall indemnify the Administrative Agent, each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “ Indemnitee ”) against, and hold each Indemnitee harmless from, any and all liabilities, obligations, losses, damages, penalties, claims, demands, ... | Label: Indemnifications |
54a7f2cd-df3e-422b-b3a3-b75abad27eb9 | Clause:
This Agreement constitutes the entire understanding and agreement of Seller and Buyer and supersedes prior understandings and agreements, if any, among or between Seller and Buyer with respect to the subject matter of this Agreement, other than as specifically referenced herein. This Agreement does not, however... | Label: Entire Agreements |
6d5f4cfa-6da5-4cde-9b1c-0bd1361cc7c1 | Clause:
Neither the execution of this Agreement by the Company, nor the issuance, offering or sale of the Placement Shares, nor the consummation by the Company of any of the transactions contemplated herein and therein, nor the compliance by the Company with the terms and provisions hereof thereof will conflict with, o... | Label: No Conflicts |
fe5df578-c23f-43e9-b66f-9666760ef00f | Clause:
The agreements in this Section shall survive the occurrence of the Facility Termination Date.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizati... | Label: Survival |
47ba0fca-ad20-4621-ad73-b8d6e37abd96 | Clause:
The parties hereto shall use their commercially reasonable efforts (which shall include such commercially reasonable efforts up to and after the Closing) to cooperate with each other to secure all necessary consents, approvals, authorizations, exemptions and waivers from third parties (including consents listed... | Label: Consents |
8f841843-c3bb-4def-8908-15e98038ec9a | Clause:
This Agreement shall become effective as of the Effective Date and shall continue in effect until terminated by mutual agreement or until terminated pursuant to Section 8.2 .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Appli... | Label: Terms |
5873fdf4-2599-47a1-a2ab-3aa137c17cc4 | Clause:
This Amendment may be executed by one or more of the parties hereto on any number of separate counterparts (including by means of facsimile or electronic transmission), and all of said counterparts taken together shall be deemed to constitute one and the same instrument.
Task: Classify this clause into ONE of ... | Label: Counterparts |
40cd82ec-1164-42db-a7b4-ce4823b32dbd | Clause:
The Administrative Agent shall have received a counterpart of this Amendment, in each case executed and delivered by a duly authorized officer of each of the Obligors, the Administrative Agent and Lenders constituting the Required Lenders.
Task: Classify this clause into ONE of these types (exactly one label):... | Label: Amendments |
09b2d237-200d-43df-b3c7-ae8f7399db0e | Clause:
(a) The Borrower agrees to pay to each Lender, through the Administrative Agent, on the last Business Day of March, June, September and December in each year (beginning with September 30, 2016) and on each date on which any Revolving Commitment of such Lender shall expire or be terminated as provided herein, a... | Label: Fees |
0391ee44-fe0b-4fc2-8c8d-741647fe67fa | Clause:
This Agreement, the rights and obligations of the parties hereto, and any claims or disputes relating thereto, shall be governed by and construed in accordance with the laws of the state in which the Executive’s primary resident office is situated (but not including the choice of law rules thereof). The parties... | Label: Governing Laws |
65f07ee3-2dd6-4a79-a840-259ced3c4e75 | Clause:
Each of the parties hereto shall pay its own fees and expenses (including the fees of any attorneys, accountants, appraises or others engaged by such party) in connection with this Agreement and the transactions contemplated hereby whether or not the transactions contemplated hereby are consummated; provided, h... | Label: Expenses |
d95bef5e-c48d-44ba-990b-a2130c9e2e0f | Clause:
Unless otherwise defined in this Termination Agreement, capitalized terms shall have the same meaning as set forth in the License Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration... | Label: Defined Terms |
0ab699d3-939f-4710-8656-9c076b03acdd | Clause:
Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company in care of the Secretary of the Company at t he Company’s principal office, and any notice to be given to Participant shall be addressed to Participant at Participant’s last address reflected on the Company... | Label: Notices |
45b92273-ecc1-41f5-b7af-63023cefc912 | Clause:
All of the direct and indirect subsidiaries of the Company are set forth in the SEC Reports. The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens other than the Liens of DBD Credit Funding LLC, and all of the issued and outst... | Label: Subsidiaries |
d27180a3-62f8-444d-830c-b44a993c949e | Clause:
Regardless of whether you sign this Agreement, following the Retirement Date you will have the option to elect to continue your medical and dental benefits under the Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”) for 18 months or other applicable COBRA continuation period. You will receive COBRA info... | Label: Benefits |
94bf814c-b47e-4149-98af-686dc8d49465 | Clause:
If any provision of this Amendment or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Amendment and the other Loan Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in... | Label: Severability |
450068eb-1994-4331-aeac-0a5e007a8590 | Clause:
Each Loan Party and each Subsidiary of any Loan Party is in compliance in all material respects with all Laws applicable to each of them or their properties. No Borrowing or use of any proceeds thereof contravenes any Law applicable to any Loan Party, any Subsidiary of any Loan Party or any Lender.
Task: Class... | Label: Compliance With Laws |
fbc71db8-7521-49c8-8cd4-348b5dde7bf0 | Clause:
As of the date hereof, the Company has no Subsidiaries other than those listed in Schedule 3.6 hereto. The Company owns, directly or indirectly, all of the issued and outstanding shares of capital stock of or all other equity interests in each of the Company’s Subsidiaries, free and clear of all Liens, and all... | Label: Subsidiaries |
646b6bce-f9c2-4f62-9b6d-c62cb0e85712 | Clause:
Except as expressly set forth in this Article III , Paragon does not make any representation or warranty, express or implied, at Law or in equity, with respect to itself or any Paragon Entity, or any of their respective assets, liabilities, businesses or operations, and any such other representations or warrant... | Label: Warranties |
65d9d1d4-ca55-4b93-9cfa-8b86e9bea6cf | Clause:
No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect. The present value of all accumulated benefit obligations under each ... | Label: Erisa |
f6e0ef54-03c8-4366-ab7d-b2a183611e95 | Clause:
If the Mutual Waiver of Jury Trial set forth in Section 12(o) is ineffective or unenforceable, the parties agree that all Claims shall be submitted to binding arbitration in accordance with the commercial arbitration rules of JAMS (the " Rules "), such arbitration to occur before one arbitrator, which arbitrato... | Label: Arbitration |
67bef631-f92e-4754-a8c9-969c192159b4 | Clause:
This Agreement shall be construed and enforced in accordance with and governed by the laws of the State of Washington, without regard to the principles of conflicts of law.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applica... | Label: Applicable Laws |
c6c5e0b7-4aa2-447c-92b9-88c26858c474 | Clause:
This Agreement, together with the NDA and all other documents referenced in this Agreement (including without limitation any then-effective Work Orders, Aircraft Lease Agreement and Aircraft Sublease Agreements), constitutes the complete and final agreement of the parties pertaining to the Services and supersed... | Label: Entire Agreements |
85eacafc-afcf-43bf-9c03-20dc00c2caf4 | Clause:
Upon a Change in Control, the Participant will have such rights with respect to the Option as are provided for in the Plan.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, As... | Label: Change In Control |
47626d11-e9b3-4a79-902c-3f23b2307c8f | Clause:
The receipt of any Severance Benefits pursuant to this Agreement is subject to Executive timely executing and not revoking a general waiver and release of employment related claims in substantially the form attached hereto as Annex A (the “ General Release and Waiver ”), which is incorporated by reference under... | Label: Waivers |
b49d1772-9d57-4d21-b29c-482c4f76e6ff | Clause:
Until the Discharge of First Lien Lender Claims has occurred, the Second Lien Agent, on behalf of itself and each applicable Second Priority Secured Party, (a) will not assert or enforce any claim under Section 506(b) or 506(c) of the Bankruptcy Code senior to or on a parity with the Liens securing the First Li... | Label: Waivers |
bf979683-dff7-437b-b181-c0fa681458fa | Clause:
In the event that a Party enters into an agreement with a Third Party with respect to the conduct by such Third Party of Shared Clinical Trials, such Party shall use commercially reasonable efforts to include in such contracts provisions for cost sharing of Shared Clinical Trial Data consistent with those set f... | Label: Survival |
bbf45743-2551-476c-9739-b8ce9a2c88f8 | Clause:
Each party hereto shall jointly and severally indemnify and hold harmless the other party and such other party’s agents, beneficiaries, affiliates, representatives and their respective successors and assigns (collectively, the “Indemnified Persons”) from and against any and all damages, losses, liabilities, tax... | Label: Indemnifications |
805dc4e4-1160-4379-9d57-65a73f59a9db | Clause:
Except as otherwise disclosed on Schedule 3 hereto, there are no pending actions, investigations, suits, proceedings, audits, claims, demands, orders or disputes that would have a material adverse effect on the Collateral taken as a whole or the enforceability of any of the Security Documents or the attachment,... | Label: Litigations |
85b96f94-19c1-4852-b27b-04ab07bb38a6 | Clause:
All covenants, agreements, indemnities, representations and warranties made by the Guarantors herein and in the certificates or other instruments delivered in connection with or pursuant to this Guaranty, the Credit Agreement or any other Loan Document shall be considered to have been relied upon by Agent and t... | Label: Severability |
7e0c4e94-5eb8-41bd-a23c-1efa26388aef | Clause:
If any of the covenants contained in Section 5.1 or 5.2, or any part thereof, hereafter are construed to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants, which shall be given full effect, without regard to the invalid portions.
Task: Classify this clause into O... | Label: Severability |
33a69c39-34ca-4a3a-b545-15a82ec86dba | Clause:
All notices or other communications required or permitted hereunder shall be in writing and shall be deemed duly given (a) if by personal delivery, when so delivered, (b) if mailed, three (3) business days after having been sent by registered or certified mail, return receipt requested, postage prepaid and addr... | Label: Notices |
9bf67f97-9d8e-4ff8-8e04-e5546d28df30 | Clause:
Effective upon a Change in Control (as defined in the Plan, provided, however, that for purposes of this Agreement, such definition shall exclude the change in control of the Company that will occur as of the Company’s 2015 annual meeting of stockholders), if the Grantee is employed by the Company or an Affilia... | Label: Change In Control |
f65f019c-b132-4edc-8508-e46ec007d986 | Clause:
(a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority (including the United States Food and Drug Administration and the corresponding Governmental Authorities in Canada and the Republic of Ireland) pending against or, to the knowledge of the Company, threatened aga... | Label: Litigations |
99d9cba2-5c04-40e6-9669-e974a9a7e1c8 | Clause:
This Addendum may be signed in one or more counterparts, each of which will be deemed an original and together will constitute one and the same instrument. A signature affixed to a counterpart of this Agreement and delivered by facsimile or other electronic transmission by any party is intended to be its, his o... | Label: Counterparts |
f83c64c4-ea4c-47b4-a721-2049869cc78b | Clause:
No Eligible Assignee, participant or other transferee of any Lender’s rights shall be entitled to receive any greater payment under Section 4 than such Lender would have been entitled to receive with respect to the rights transferred.
Task: Classify this clause into ONE of these types (exactly one label):
Adju... | Label: Payments |
e93e2a52-5b0d-4736-ba57-9823f4d6edf0 | Clause:
The Company represents and warrants to the Engine Group that (a) the Company has the corporate power and authority to execute this Agreement and to bind it thereto, (b) this Agreement has been duly and validly authorized, executed and delivered by the Company, constitutes a valid and binding obligation and agre... | Label: Representations |
a6201557-a20b-4d0b-8660-ddddcdd0ccbf | Clause:
This Agreement may not be amended, modified or supplemented except by an instrument in writing signed by each of the parties hereto.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assign... | Label: Amendments |
e4ee8561-cc16-4f40-9451-61076ff88620 | Clause:
All federal tax returns, and all material state, local and other tax returns required to have been filed with respect to each Loan Party and each Subsidiary of each Loan Party have been filed, and payment or adequate provision has been made for the payment of all taxes, fees, assessments and other governmental ... | Label: Taxes |
34b37bac-9edf-4d9e-adc0-abb47a3df373 | Clause:
If any claim arising out of your employment or termination is found not to be subject to final and binding arbitration, the parties agree to waive any right to a jury trial if such claim is filed in court.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendmen... | Label: Waiver Of Jury Trials |
efeb77b6-fae8-4b6f-809d-65ddb3139037 | Clause:
Except as set forth on Schedule 4.6, no litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of Parent or the Borrower, threatened in writing against any Group Member or against any of their respective properties or revenues (a) with respe... | Label: Litigations |
6c13cb9f-af93-417e-ad7c-7fb8dc37571a | Clause:
Borrower shall maintain proper books of accounts and records and enter therein complete and accurate entries and records of all of its transactions in accordance with generally accepted accounting principles and give representatives of Lender access thereto at all reasonable times, including permission to: (i) ... | Label: Books |
a66c7be6-b42f-495e-b5ba-ee47e31f0e03 | Clause:
Except as otherwise determined by the Committee, if your Termination of Service occurs due to death or due to the incurrence of a Disability, before the Vesting Date, payment for vested Restricted Stock Units and Additional Restricted Stock Units will be made as soon as practicable, but no later than 15 days, f... | Label: Payments |
51d70a86-65b0-4bea-8ca6-d3e29100dd55 | Clause:
Both before and after giving effect to the sale, transfer, assignment and conveyance of the Second-Tier Assets pursuant to this Agreement, the Seller is solvent and the transfer of the 2016-B Exchange Note pursuant hereto is not being made with the intent to hinder, delay or defraud the creditors of the Seller ... | Label: Solvency |
c710ce6f-8607-4c46-8725-04311de58059 | Clause:
The Term of this Agreement shall be from the Effective Date and, in the absence of early termination as provided for below, shall expire upon the expiration of the last to expire patent claim from the Enumeral IP covering the use, import, offering for sale or sale of any Product.
Task: Classify this clause int... | Label: Terms |
12a7b395-da32-4f1e-a1f7-d861a1c413af | Clause:
The obligations of the Company with respect to payments under this Plan are subject to compliance with all applicable laws and regulations.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration,... | Label: Compliance With Laws |
b9dff9fc-5bfe-4e82-b981-71544ce3f2bc | Clause:
If the Participant experiences a Termination by the Company without Cause or a Termination by the Participant for Good Reason, in either case, within 2 months prior to, or 24 months after, a Change in Control, then all unvested Time-Based RSUs, and the number of Target PBRSUs equal to the total Target PBRSUs mu... | Label: Change In Control |
b8cedbac-cc6e-4493-b598-ad896127776a | Clause:
The number of PSUs subject to this Award may be adjusted in any manner as contemplated by Section 14 of the Plan.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Aut... | Label: Adjustments |
65533485-6519-4c7a-b616-7e09cdfd1524 | Clause:
Subject to the provisions of Sections 3 and 4 of this Severance Agreement, the term of this Severance Agreement shall commence as of the Effective Date and end on the third anniversary of the Effective Date (the “ Term ”) ; provided , however , the Term shall be automatically extended for an additional one-... | Label: Terms |
a58c24c7-51bc-41c6-9993-707cdff5462c | Clause:
Comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect; provided that this Section 5.06 shall not apply to Env... | Label: Compliance With Laws |
03b425e3-1d02-4a9a-89b7-6d160416c296 | Clause:
The Guarantor authorizes each of the Secured Parties to (i) take and hold security for the payment of this guarantee and/or the Obligations and exchange, enforce, waive and release any such security, (ii) apply such security and direct the order or manner of sale thereof as the Required Holders in their sole di... | Label: Waivers |
676f3c37-5234-441b-a0af-7cde36f350d5 | Clause:
No action, suit, proceeding or government investigation is pending, or to the knowledge of the Seller, threatened which seeks to question, delay or prevent the consummation of the transactions contemplated hereby.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, ... | Label: Litigations |
9817fb8b-959d-4cc8-9a4a-fd0a64f368d2 | Clause:
Subject to the provisions of Section 1.6 above, this Warrant is exercisable in whole or in part at any time and from time to time on or before 6:00 P.M. Pacific time, on the Expiration Date and shall be void thereafter.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreem... | Label: Terms |
d434a7e9-598b-4d3f-b3b5-d8dc796ef6b0 | Clause:
The Debtors will apply the proceeds from the exercise of the Subscription Rights and the sale of the Unsubscribed Shares for the purposes identified in the Disclosure Statement and the Plan and will not apply such proceeds in a manner that is inconsistent with the Plan Support Agreement.
Task: Classify this cl... | Label: Use Of Proceeds |
8ee9dbcf-c060-4998-9cc2-991c7e3c3357 | Clause:
If you have a Termination of Affiliation prior to any of the events specified in paragraph 6 or 7 of this Exhibit A, then upon such Termination of Affiliation you will forfeit any of your Restricted Shares that have not previously vested under this Agreement, and all of your rights to and interest in such forfe... | Label: Forfeitures |
37343f0a-ff55-46d1-9d3c-13f335a35efb | Clause:
Other than in the ordinary course of Seller’s business consistent with past practice, from the date hereof through Closing, Seller shall not create, incur, assume, guarantee or otherwise become liable or obligated with respect to any indebtedness for borrowed money, nor make any loan or advance to, or any inves... | Label: Liens |
1e9dbcbc-b5a4-480f-9981-95ff5f66c7ac | Clause:
The Consultant agrees that in the event that any court of competent jurisdiction shall finally hold that any provision of Section 6 or 7 hereof is void or constitutes an unreasonable restriction against the Consultant, such provision shall not be rendered void but shall apply with respect to such extent as such... | Label: Severability |
f9d80c02-f7ee-4613-b615-2ea4600071e6 | Clause:
The Option shall either be fully exercisable on the date of grant or shall become exercisable thereafter in such installments as the Committee may specify.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approva... | Label: Vesting |
33348a4e-ac02-4a13-97ba-ba8d97012719 | Clause:
No report, financial statement, certificate or other information made available (either in writing or formally presented, but excluding any projections, estimates, other forward-looking statements and information of a general economic nature or general industry nature) by or on behalf of any Loan Party to the A... | Label: Disclosures |
e5c9d109-2d8c-4e53-a1d2-d41b2f3136fe | Clause:
Any provision of this Agreement that by its terms continues after the expiration of the Employment Period or the termination of the Executive’s employment shall survive in accordance with its terms.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Ant... | Label: Survival |
221d231e-a106-458e-a29a-07782514635a | Clause:
Each of the Parent and the 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) taxes that are being contested in good faith by appropriate proceedings and f... | Label: Taxes |
ca412ea4-0945-41f1-8ce5-c30cd2bce92f | Clause:
This Agreement is entered into under, and shall be governed for all purposes by, the laws of the State of Texas. Unless any injunctive or equitable relief sought requires filing elsewhere, the Parties agree to submit all disputes arising out of or relating to this Agreement to the exclusive jurisdiction of the ... | Label: Waiver Of Jury Trials |
1031ab83-4851-408d-b407-50e352893a84 | Clause:
Provided there is an Outstanding Balance, on each Installment Date (as defined below), Borrower shall pay to Lender an amount equal to the Installment Amount due on such Installment Date in accordance with Section 8 . All payments owing hereunder shall be in lawful money of the United States of America or Conv... | Label: Payments |
607465b3-1dfa-4a8d-aa2e-4d8bbf8428ed | Clause:
The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision which shall remain in full force and effect. The Parties undertake to replace such invalid or unenforceable provision by a valid and enforceable provision which accomplis... | Label: Severability |
338003bf-1151-45c4-8cd8-5e8df1c93abe | Clause:
This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without any effect whatsoever on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the Closing has not been consummated on or before December 31, 2016; ... | Label: Terminations |
24cea9ad-2819-47d9-9832-a77ba5c6d89a | Clause:
Except as otherwise set forth in Schedule 4.01(j) , on the Effective Date, each Originator owns all licenses, patents, patent applications, copyrights, service marks, trademarks, trademark applications and trade names which are necessary to continue to conduct its business as heretofore conducted by it, now con... | Label: Intellectual Property |
75ec8100-5221-4f02-a684-a0f6db444d54 | Clause:
The Lead Arrangers shall have received the Pro Forma Financial Statements. The Lead Arrangers have received the other financial statements described in Section 5.1 (it being agreed that (i) the financial statements of the Borrower for each of the 2013, 2014 and 2015 fiscal years and the Target for each of the ... | Label: Financial Statements |
f4fcad62-ead4-4294-bf88-c66e5736d3a7 | Clause:
The Advisor and the Client agree to the provisions with respect to indemnification by the Client of the Advisor and certain other parties as set forth on Annex A attached hereto.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, A... | Label: Indemnity |
34cbb71b-e962-4035-b308-477f62f34484 | Clause:
The Company shall have no obligation to provide disability insurance to the Executive. The Company agrees to provide an allowance of up to $15,000 per year, in the aggregate, to reimburse the Executive for (i) the actual cost of premiums incurred by the Executive for disability insurance obtained by the Execut... | Label: Disability |
900ed836-7ed1-4ab7-82bd-e759d2c3479e | Clause:
The Participant shall make appropriate arrangements with the Company for satisfaction of any federal, state or local income tax withholding requirements and Social Security, Medicare or other employee tax requirements applicable to the payment of benefits under the Plan. If no other arrangements are made, the C... | Label: Withholdings |
6999e846-35dc-4619-aebd-ca351dd4e096 | Clause:
This Plan is effective as of April l, 2000.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books,... | Label: Effective Dates |
22b82d33-0722-4922-a15f-00c30096d1dd | Clause:
If Borrower is anything other than an individual, Borrower shall preserve and maintain its existence and good standing in the jurisdiction of its formation, and qualify and remain qualified to conduct its business in each jurisdiction in which such qualification is required.
Task: Classify this clause into ONE... | Label: Existence |
e99857a1-6f37-48db-b667-1e61d887c32f | Clause:
Tenant shall keep the Facility insured against loss or damage by fire and other casualty with extended coverage and against any other risks or hazards as determined by Facility Mortgagee, with the minimum amount of said insurance to be no less than the amount of the Note, and Tenant shall maintain insurance aga... | Label: Insurances |
367f6081-5479-42d5-875b-fe14c969421b | Clause:
The occurrence of any of the following events: (a) any Loan Party or ERISA Affiliate fails to make full payment when due of all amounts which any Loan Party or ERISA Affiliate is required to pay as contributions, installments, or otherwise to or with respect to a Pension Plan or Multiemployer Plan, and such fai... | Label: Erisa |
c4f32e05-d7c9-489a-a4c7-ba0153537f17 | Clause:
PLS shall keep all property useful and necessary in its business in good working order and condition except to the extent that the failure to do so could not reasonably be expected to result in a material Adverse Effect. PLS shall maintain a fidelity bond and be covered by insurance of the kinds and in the amo... | Label: Insurances |
06e6b1c2-198e-49d0-888b-4d03672b8573 | Clause:
The Restricted Stock Units shall vest on December 31, 2021, provided that, upon termination of employment with the Employer for any reason prior to December 31, 2021, the unvested portion of the Restricted Stock Units shall be forfeited without any consideration.
Task: Classify this clause into ONE of these ty... | Label: Vesting |
a7031a0d-f0cf-46f2-ac9c-e736a3ed8ea0 | Clause:
The authorized capital stock of Purchaser consists of 5,000,000 shares of preferred stock, par value $0.001 per share, and 75,000,000 shares of common stock, par value $0.001 per share. As of the date of this APA, 1,515,000 shares of Series A Preferred Stock are issued and outstanding and approximately 66,548,5... | Label: Capitalization |
d65ded21-b2e9-47e0-9c88-ae536c7d6fb8 | Clause:
The proceeds of the Loans will be used only to (a) to refinance existing indebtedness; (b) to pay the fees, expenses and other transaction costs of the transactions contemplated hereby; and (c) to fund working capital needs and general corporate purposes of the Company and its Subsidiaries including the making ... | Label: Use Of Proceeds |
7f7b75c5-3c3d-423c-bd78-124d9720170c | Clause:
All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (rec... | Label: Notices |
3b60df08-fb6b-4439-abff-81de9a2d307c | Clause:
In the event of the termination of Employee's employment with the Company (or any Affiliate thereof) prior to the end of the Performance Cycle due to the Employee's death, Disability or termination by the Company without cause, the Award will vest, in accordance with the following calculation. The number of Per... | Label: Disability |
d39cca0e-0c41-4b89-9119-4bb311402a5e | Clause:
If any provision hereof shall, for any reason, be held to be invalid or unenforceable in any respect, such invalidity or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid or unenforceable provision had not been included herein. If any provisio... | Label: Severability |
0f6675ee-c532-4ade-af34-6f1a258a2b0a | Clause:
The validity, interpretation, construction, and performance of this Agreement shall be governed by the laws of the State of California (without regard to principles of conflicts of laws).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruptio... | Label: Governing Laws |
34fc95bb-11d3-4804-b180-76dc1025f273 | Clause:
During the Term, the Executive shall: (i) receive a base salary at an annualized rate of $600,000 (such annualized amount, the “ Base Salary ”), payable in accordance with the Company’s regular payroll practice for its senior executives, as in effect from time to time and (ii) continue to participate in the Com... | Label: Base Salary |
38476050-a90a-4cae-8db2-67fbe3bac643 | Clause:
By your acceptance of this Option, you consent to the electronic delivery of the Notice of Grant, this Option Agreement, account statements, prospectuses required by the Securities and Exchange Commission, U.S. financial reports of the Company, and all other documents that the Company is required to deliver to ... | Label: Disclosures |
793261db-83a2-4668-b9a1-1b8cfe5ee016 | Clause:
All notices, elections, demands or other communications required or permitted to be made or given pursuant to this Agreement shall be in writing and shall be considered as properly given or made on the date of actual delivery if given by (a) personal delivery, (b) United States mail, (c) expedited overnight del... | Label: Notices |
32181b70-f5cd-460e-bfb5-eeed2525bac6 | Clause:
Schedule 4.22(i) sets forth an accurate and complete list of all insurance policies covering the Acquired Companies, each of their directors, officers, agents, consultants or employees, their assets and properties and the Business, copies of all of which have been provided to Buyer. Except as set forth on Sched... | Label: Insurances |
f51c9fb1-f420-4b8c-9dfc-1708fc6e7b4f | Clause:
Good Times shall employ the Executive as Controller and Secretary. During the Term of this Agreement, the Executive shall devote her best efforts to the business and affairs of Good Times and shall devote substantially all of her business time to perform her duties hereunder. Notwithstanding the foregoing, wi... | Label: Duties |
be1410bc-456b-46d5-b883-f855f2a5d1a9 | Clause:
The Employee agrees that the covenants contained in Sections 5 through 8 of this Agreement are of the essence of this Agreement; that each of the covenants is reasonable and necessary to protect the business, interests and properties of the Employer; and that irreparable loss and damage will be suffered by the ... | Label: Remedies |
7e9ee697-1b22-420f-8301-e7fa8543d61e | Clause:
No Person will have, as a result of the transactions contemplated by the Transaction Documents, any valid right, interest or claim against or upon the Company, Purchaser or any of their respective subsidiaries for any commission, fee or other compensation pursuant to any agreement, arrangement or understanding ... | Label: Brokers |
da03bd01-6930-4dd5-92f3-1ad18d1c2422 | Clause:
Except as set forth or incorporated by reference in the Company’s SEC Reports, none of the officers, directors, employees or Affiliates of the Company is presently a party to any transaction that would be required to be reported on Form 10-K with the Company or any of its subsidiaries (other than for ordinary c... | Label: Transactions With Affiliates |
82fb1d2f-5b13-469d-a0cc-5ae33e9fcb9e | Clause:
Each Company shall (a) maintain insurance to such extent and against such hazards and liabilities as is commonly maintained by Persons similarly situated; and (b) within ten (10) days of in accordance with sound business practices; and (b) promptly upon Agent’s written request, furnish to Agent such information... | Label: Insurances |
e39dc2b1-4fb1-4b56-853c-189fe3ea3309 | Clause:
Pledgor shall continue to maintain, for Pledgor and its Subsidiaries, Fidelity Insurance in an aggregate amount at least equal to $300,000. Pledgor shall maintain, for Pledgor and its Subsidiaries, Fidelity Insurance in respect of its officers, employees and agents, with respect to any claims made in connectio... | Label: Insurances |
a0eb2e37-997e-4a9e-bbf4-8bb1ebe858ae | Clause:
Should any provision of this Agreement be finally determined to contravene any applicable law or governmental regulation, thereupon such provision shall be automatically terminated and performance thereof by both Parties waived, or should such provision be reasonably considered by either Party to be an essentia... | Label: Severability |
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