id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
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|---|---|---|
ddfc7327-b84d-4d87-8bc4-46a4360ab4f7 | Clause:
All initially capitalized terms used but not defined herein shall have the respective meanings assigned to such terms in the Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Ass... | Label: Defined Terms |
d3bd83cd-65c9-4545-95f5-be46240580c4 | Clause:
The execution, delivery and performance by the Company and each Subsidiary of the Transaction Documents, the issuance and sale of the Securities, and the consummation of the transactions contemplated by the Transaction Documents to which the applicable entity is a party (i) are not and will not be subject to th... | Label: No Conflicts |
d0199647-abf3-48d4-b39a-30bd86726128 | Clause:
Notwithstanding any other provision of this Agreement, the Company may withhold from any amounts payable under this Agreement, or any other benefits received pursuant hereto, any Federal, state and/or local taxes as shall be required to be withheld under any applicable law or regulation, or, as applicable, may ... | Label: Taxes |
5772490a-a65f-45b8-9875-e0b35d26022e | Clause:
All representations and warranties contained in this Guaranty or in any other agreement between the Guarantor and Minnetronix shall survive the execution, delivery and performance of this Guaranty and the creation and payment of the Obligations. Captions in this Guaranty are for reference and convenience only a... | Label: General |
0e81e764-0ee6-4b0b-b539-719a24f95b14 | Clause:
This Agreement and the Shareholder Agreement represent the entire agreement of the parties with respect to the subject matter hereof and no provision or document of any kind shall be included in or form a part of this Agreement except by mutual, written consent of the parties.
Task: Classify this clause into O... | Label: Entire Agreements |
2facb3d1-8050-43fb-b5dd-6117ffcc1882 | Clause:
A one-time Interest charge of 10% shall be applied to the Principal Sum. The Interest is in addition to the OID, and that OID remains payable regardless of time and manner of payment by the Issuer. The Issuer may repay up to 98% (such that the Investor may retain 2%) of this Note at any time on or before 180 da... | Label: Interests |
1ba57b75-2d55-4667-9c76-9023f6123500 | Clause:
To the fullest extent permitted by applicable law, the Guarantors jointly and severally agree that, as between the Guarantors and the Lenders, the obligations of the Account Parties under this Agreement may be declared to be forthwith due and payable as provided in Article VIII (and shall be deemed to have beco... | Label: Remedies |
498b02c4-42b4-4adc-bb65-8df165944d30 | Clause:
The Company shall (a) disclose the material terms of the transactions contemplated hereby in its Quarterly Report on form 10-Q for the quarter ended June 20, 2016, or (b) file a Current Report on Form 8-K, including this Agreement and the form of Note and Warrant as exhibits thereto, with the Commission within ... | Label: Publicity |
2a18f361-fba0-4992-8317-7f29f6fbb92b | Clause:
The Guarantor hereby agrees to defend, indemnify and hold harmless each Guaranteed Creditor from and against any losses, costs or expenses (including, without limitation, reasonable attorneys’ fees and litigation costs) incurred by such Guaranteed Creditor in connection with any Guaranteed Creditor’s collection... | Label: Expenses |
ce5b2287-71c8-4cca-8967-52755cd9af5b | Clause:
Except as otherwise expressly provided herein (including Section 6.01 hereof), all costs and expenses, including, without limitation, fees and disbursements of counsel, financial advisors and accountants, incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the pa... | Label: Expenses |
2b8757db-9560-482a-8a55-a8a9668fce0b | Clause:
This Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A set of counterparts executed by all the parties ... | Label: Counterparts |
4e13cab6-f2c7-4822-bdc9-01ad6c3af526 | Clause:
Section and Subsection headings herein are included for convenience of reference only and shall not affect the interpretation of this Amendment or any other Loan Document.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicab... | Label: Headings |
9e8236a3-b701-4593-b135-28211d79281d | Clause:
Any notice required to be delivered to the Company under this Agreement shall be in writing and addressed to the Committee, care of the Company, at the Company’s principal corporate offices. Any notice required to be delivered to the Grantee under this Agreement shall be in writing and addressed to the Grantee ... | Label: Notices |
41192226-dc57-4034-9e96-d5414190a1cd | Clause:
Except as set forth in the Revolver, the Originator has filed consolidated United States federal income tax returns for all taxable years ended on or before January 3, 2015, and such returns of the Originator for the taxable year ended January 3, 2015, and all taxable years ended before such date have been exam... | Label: Taxes |
9d2e1d5f-2833-46ee-8fda-783d9f16afab | Clause:
The obligations under this Agreement are intended to comply with the requirements of Section 409A of the Code or an exemption or exclusion therefrom and shall in all respects be administered in accordance with Section 409A of the Code. Any payments that qualify for the “short-term deferral” exception, the separ... | Label: General |
42011451-b70c-4dd7-9d61-89a95809fd4d | Clause:
The representations and warranties of the parties contained in this Agreement shall survive for twelve (12) months following the Closing, except that (a) the representations and warranties of the Company contained in Sections 2.1(a), 2.1(b), 2.1(c)(1) and 2.1(e) will survive for three (3) years following the Cl... | Label: Survival |
bdf9c54d-492f-4937-903e-cae7dc353d8e | Clause:
The defined terms set forth in this Amendment shall have the same meanings as set forth in the 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, Authority, ... | Label: Defined Terms |
f6055766-07c0-48c9-8c92-1f0affa9830d | Clause:
If, after Administrative Agent has paid each Lender’s proportionate share of any payment received or applied by Administrative Agent in respect of the Loan, that payment is rescinded or must otherwise be returned or paid over by Administrative Agent, whether pursuant to any bankruptcy or insolvency law, sharing... | Label: Adjustments |
29cfc20c-c932-45d6-9a80-c2139b1112cb | Clause:
Schedule 5.10 correctly sets forth, as of the Second Restatement Closing Date, each Subsidiary of the Credit Parties, its respective jurisdiction of organization and the percentage ownership (direct and indirect) of such Credit Party in each class of capital stock or other Equity Interests of each of its Subsid... | Label: Subsidiaries |
60404706-0ffd-414d-b0af-11179c6d0ce3 | Clause:
The Company has all necessary power and authority to execute, deliver and perform its obligations under the Transaction Documents and to consummate the Transaction, and no stockholder actions are necessary for the Company’s execution, delivery and performance of its obligations under the Transaction Documents a... | Label: Authority |
7a672314-8867-4bf5-9e57-9c94d8ecb153 | Clause:
Unless this Agreement has otherwise terminated pursuant to Section 8.4, this Article II shall terminate on December 31, 2017. In addition, unless this Agreement has otherwise been terminated pursuant to Section 8.4 or this Article II has otherwise been terminated pursuant to the first sentence of this Section 2... | Label: Terminations |
246db6a0-c59f-4a30-ab71-b6267cea0218 | Clause:
During the Term, Executive’s base salary shall be $628,500 per year (the “Base Salary”), starting as of the Effective Date (pro-rated for any partial year), which Base Salary shall be (i) payable in installments in accordance with the Company’s standard payroll practices and policies, and (ii) subject to such w... | Label: Base Salary |
e6e5f49d-1d2a-45db-b9fa-9a4c9c9dbca6 | Clause:
The provisions of this Section 7.7 are also for the benefit of the Indemnitees, their employees, officers, directors, trustees, heirs, successors, assigns and administrators and shall not be deemed to create any rights for the benefit of any other Persons. Any amendment, modification or repeal of this Section 7... | Label: Benefits |
30a3b622-9bd2-438e-b6c1-c2ebbe464b5c | Clause:
This Agreement shall not be assignable, in whole or in part, directly or indirectly, by any Party without the prior written consent of the other Party (not to be unreasonably withheld or delayed), and any attempt to assign any rights or obligations arising under this Agreement without such consent shall be void... | Label: Assignments |
5db23005-b50b-445b-9bf0-303b2725fa10 | Clause:
The 2016-A Lease was fully and properly executed by the parties thereto and such 2016-A Lease represents the legal, valid and binding full-recourse payment obligation of the related Lessee, enforceable against such Lessee in accordance with its terms, except as enforceability is subject to or limited by bankrup... | Label: Enforceability |
d4c96a88-9f4f-41ad-888b-1b125e334454 | Clause:
The parties to this Agreement agree that, upon (i) the execution and delivery by each of the parties hereto of this Agreement and (ii) satisfaction of the conditions set forth in Sections 5.1 and 5.2 , the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and rest... | Label: Amendments |
5c2d9888-6f6f-4804-8eac-b473f408313b | Clause:
Unless the context of this Agreement otherwise requires (a) words of any gender include each other gender, (b) words using the singular or plural number also include the plural or singular number, respectively, (c) the terms “hereof,” “herein,” “hereby,” and derivative or similar words refer to this entire Agre... | Label: Interpretations |
a89b976f-3dde-4eda-bfdf-c97d35634837 | Clause:
The Executive’s employment shall terminate automatically if the Executive dies during the Employment Period.
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: Death |
ec570cf6-f25c-4d5c-90fd-805995428c6c | Clause:
Immediately prior to giving effect to the transactions contemplated by this Agreement, the authorized capital stock of the Company consists of (i) 350,000,000 shares of common stock, par value $0.001 per share (“Common Stock”), of which 143,182,111 shares are issued and outstanding, and (ii) 25,000,000 shares o... | Label: Capitalization |
5dda485f-f25a-49cd-bea8-b4c8271d6298 | Clause:
EACH BORROWER AND LENDER HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THE FINANCING DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY... | Label: Waiver Of Jury Trials |
c397f7f0-d480-4783-9e88-2277880d6404 | Clause:
This Amendment No. 2 may be executed in any number of counterparts, each of which shall be an original, but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of this Amendment No. 2 by telefacsimile or other electronic method of transmission (including... | Label: Counterparts |
4c526c8b-3018-43f8-bf52-6b6027a7a0fa | Clause:
The 7th Floor Premises will have one (1) dedicated 277/480V 600amp panel for normal power. The rooftop/mechanical penthouse will have a 277/480V, 1200amp main panel, of which Tenant will have dedicated use of Tenant’s Pro Rata Share, with a sub-panel to be provided by Tenant.
Task: Classify this clause into ON... | Label: Powers |
094c1d70-3f76-47a3-a1f8-ddf34fa92d48 | Clause:
The parties to each assignment shall deliver to the Administrative Agent (A) a duly executed Assignment and Acceptance, (B) a processing and recordation fee of $3,500 (except with respect to any assignment by a Lender to one of its Affiliates), (C) an Administrative Questionnaire unless the assignee is already ... | Label: Assignments |
9510a33d-d8a7-405f-9bc9-0160a22b95c9 | Clause:
Except as otherwise provided herein, this Agreement shall not be assignable by any party, without the other party's written consent, such consent not to be unreasonably withheld, except that such consent is not required in connection with the assignment of any parties’ obligation s to an affiliate of such... | Label: Assignments |
74e63ef1-2b5d-4c78-882f-7f694abe0943 | Clause:
This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia without reference to its conflicts of laws principles.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws... | Label: Governing Laws |
ab90ec0e-c18f-46bf-81ff-d1f105c38a05 | Clause:
Pursuant to Section 9 of the Plan and the Guidelines, the Committee will (in the case of a Covered Employee) and may (with respect to other Participants) adjust the Performance Targets for the relevant Performance Period to exclude the impact of charges for restructurings, discontinued operations, extraordinary... | Label: Adjustments |
9be42423-1490-4dbb-89a3-7427524957dc | Clause:
If any provision of this Agreement is determined by any court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such provision will be enforced to the maximum extent possible given the intent of the Parties hereto. If such clause or provision cannot be so enforced, such provision... | Label: Severability |
e93f844b-a252-410a-a959-cba58f0c994f | Clause:
Effective as of the Termination Date, Executive’s employment is terminated and he shall cease serving as Executive Vice President, Chief Banking O fficer of the Company, and in any other position he then holds as an officer, employee or member of the board of directors of the Company and/or any of the Company’s... | Label: Terminations |
6ae3ffe4-19b2-4045-b6bf-17b3dd5a850b | Clause:
The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $4,500 (or $7,500 (or such lesser amount as the Administrative Agent may agree, such lesser amount not to be less than $4,500 in any event) in the ... | Label: Assignments |
b2947936-81e4-46e5-a5c0-2892db8e6d3f | Clause:
For all purposes related to the addresses stated in this contract, parties constitute special domicile in the locations indicated in this Agreement where all judicial or extrajudicial communications and notifications shall be valid. Any and all subsequent domicile changes must be communicated in a reliable mann... | Label: Governing Laws |
977161b2-4b79-427b-8896-3a1aca8153a2 | Clause:
The Borrower shall use (i) the proceeds of the Initial Term Loans on the Closing Date solely to pay the obligations outstanding under the Existing Credit Agreement and Existing Notes and, to the extent of any remaining proceeds of Initial Term Loans after application thereto, Transaction Expenses, (ii) the proc... | Label: Use Of Proceeds |
f8bc1aa9-31f3-45f5-9cdf-911f9f0526aa | Clause:
Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the Exercise Date. As soon as practicable after each exercise of this Warrant, and in any event within three Business Days thereafter, the Company shall execute (or cause to be executed) and deliver... | Label: Effectiveness |
7f8f0979-9eb6-4ccc-97c8-c6f0086f05d5 | Clause:
Each of Parent and Buyer is duly organized and validly existing under the laws of its state of organization and has all requisite power and authority to carry on its business as now being conducted. Each of Parent and Buyer is duly qualified or licensed to do business and is in good standing in each jurisdictio... | Label: Organizations |
2188cfc4-c694-4086-8118-ca1dc0181169 | Clause:
The Company 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, licenses, permits, privileges, franchises, patents, copyrights, trademarks and trade names material to the conduct of... | Label: Existence |
cb2f576b-cb5e-406a-a29d-93328cc2dd38 | Clause:
The Executive and the Company each acknowledge that a breach of his/its covenants contained in this Section 6 may cause irreparable damage to the other party, the exact amount of which would be difficult to ascertain, and that the remedies at law for any such breach or threatened breach would be inadequate. Acc... | Label: Enforcements |
b5bb8e2c-e8c2-4e36-bf79-7dbf2676109b | Clause:
Each of the Sellers and the Purchaser will hold, and will cause the Company and its respective officers, directors, employees, agents, consultants, attorneys and other representatives to hold, in strict confidence, unless compelled to disclose by judicial or administrative process (including, without limitation... | Label: Confidentiality |
70bc7dab-353e-4224-ac4c-1ee8376945ff | Clause:
The terms of this Article 9 shall survive the Closing or earlier termination 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, Authority, Authorizat... | Label: Survival |
c0b42afd-652d-4e61-9f5f-4f3fba4df06c | Clause:
This Letter Agreement may be executed in one or more counterparts, all of which counterparts shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each party and delivered to the other party. This Letter Agreement may be executed by facsimil... | Label: Counterparts |
1571f0d7-b9ae-420f-951c-5d11f46964f6 | Clause:
If RDH determines that the Code or Regulations (or any provision of state, local or foreign tax law) requires the Company to withhold with respect to any Member’s distributive share of income or share of distributions, the Company shall do so. Such withheld amounts shall be from cash otherwise distributable to ... | Label: Tax Withholdings |
a64afc0e-fee0-48ae-bbe2-ad2900812025 | Clause:
All representations, warranties and covenants contained in this Subscription Agreement shall survive (i) the acceptance of the subscription by the Company and the Closing, (ii) changes in the transactions, documents and instruments described in the Disclosure Materials which are not material or which are to the... | Label: Survival |
7fdee58a-f43a-4e95-b7d0-b86846314ed8 | Clause:
The waiver by either party of any breach or violation of any provision of this Agreement or the failure by any party to take action in response to the conduct or performance of any party shall not operate or be construed as a waiver of any subsequent breach, violation, conduct or performance.
Task: Classify th... | Label: Waivers |
4e27a996-88a8-4b51-a17f-e38fd76ab531 | Clause:
If any provision of this Agreement shall be held to be illegal, invalid or unenforceable under any applicable law, then such contravention or invalidity shall not invalidate the entire Agreement. Such provision shall be deemed to be modified to the extent necessary to render it legal, valid and enforceable, and... | Label: Severability |
35d61306-8dbc-4a0a-85f4-522ccec7d50d | Clause:
THE ADMINISTRATIVE AGENT AND THE GUARANTORS HEREBY IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE SOUTHERN DISTRICT OF NEW YORK (OR THE STATE COURTS SITTING IN THE BOROUGH OF MANHATTAN IN THE EVENT THE FEDERAL COURTS LACK SUBJECT JURISDICTION) IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO A... | Label: Consent To Jurisdiction |
a343212b-073d-472e-a549-2ceddefe11c6 | Clause:
The Plan shall be binding upon all persons entitled to benefits under the Plan, their respective heirs and legal representatives, upon the Employer, its successors and assigns, and upon the Trustee, the Committee, and their successors.
Task: Classify this clause into ONE of these types (exactly one label):
Adj... | Label: Successors |
bfa51e50-206d-4fbc-8ae6-26262fb5c97f | Clause:
EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THERE... | Label: Waiver Of Jury Trials |
679b86fc-b470-4b28-8cd7-f7e767dfb70d | Clause:
Any notice under this Agreement shall be addressed to the Company in care of its General Counsel at the principal executive office of the Company, with a copy to Stock Plan Administration, at the principal executive office of the Company, and to the Grantee at the address appearing in the personnel records of t... | Label: Notices |
e90ca249-8ed4-4165-96f9-1908b67bbe2f | Clause:
This Agreement shall be binding upon the First Lien Representatives, the First Lien Secured Parties, the other First Lien Secured Parties, the Second Lien Representative, the Second Lien Secured Parties, the other Second Lien Secured Parties, the Third Lien Representative, the Third Lien Secured Parties, the ot... | Label: Assigns |
d2c4970b-3348-4856-abfa-1ce0d34bad3f | Clause:
Mortgagor hereby consents to personal jurisdiction in any state or Federal court located in Boston, Massachusetts or New York, New York.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, As... | Label: Consent To Jurisdiction |
a91e7eeb-5f68-4b2b-b160-3b4b4bf2d9a1 | Clause:
The captions and section headings used in this Agreement are for convenience of reference only, and shall not affect the construction or interpretation of this Agreement or any of the provisions hereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments,... | Label: Headings |
27627f01-3848-410d-91dd-b197b421c82f | Clause:
During the Employment Period, the Executive shall receive an annual base salary (“ Annual Base Salary ”) at a rate of not less than $500,000 payable in accordance with Employer’s normal payroll policies. The Executive’s Annual Base Salary shall be reviewed for increase at least annually by the Bank Board, the B... | Label: Base Salary |
e402b3dd-46fe-4a5b-9e0a-ae195f9a37ef | 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 |
508b3e0d-8e80-4371-8f82-ab452141b520 | Clause:
The provisions of this Article 4 and the obligations of Developer and Coach Legacy, and their respective successors and assigns, shall survive the Closing and the termination of this Agreement for the periods provided in this Section 4.01.
Task: Classify this clause into ONE of these types (exactly one label):... | Label: Survival |
e27130a8-723f-4b59-896d-9566d56bb0cf | Clause:
Each Seller and the Parent Company represents it has not assigned, hypothecated or otherwise conveyed their right, title, and interest in the Receivables to any person or entity other than the Purchaser.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments... | Label: Titles |
17f1f7c1-e846-4243-90e1-fa8300d1d096 | Clause:
As of the Trade Date, the Initial Share Delivery Date and the Prepayment Date, (a) the aggregate fair market value of Counterparty’s assets will exceed its liabilities (including contingent, subordinated, unmatured and unliquidated liabilities), (b) it has not engaged in and will not engage in any business or t... | Label: Solvency |
15cfb3dc-acf4-4c71-ab93-1852f2b85672 | Clause:
The Contributors shall have performed all obligations to be performed by them, and complied with their agreements and covenants to be performed or complied with by them under this Agreement on or prior to the Closing.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreemen... | Label: Agreements |
2fe162bf-55de-4283-ab69-cf967447767b | Clause:
For any fiscal year or other accounting period for the applicable Person, balance sheets, statements of operations and capital accounts, and statements of cash flows setting forth in comparative form the corresponding figures for the year-earlier fiscal period.
Task: Classify this clause into ONE of these type... | Label: Financial Statements |
475434ac-0076-40f2-a6f1-5a62d61980d2 | Clause:
All headings used herein are used for convenience only and will not be used to construe or interpret this Note. Except where otherwise indicated, all references herein to Sections refer to Sections hereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendmen... | Label: Headings |
564b2d82-fe94-4fa9-a23e-7dd3f7e3924f | Clause:
THE PARTIES AGREE THAT ANY AND ALL DISPUTES ARISING OUT OF THE TERMS OF THIS AGREEMENT, THEIR INTERPRETATION, AND ANY OF THE MATTERS HEREIN RELEASED, SHALL BE SUBJECT TO ARBITRATION IN NEW YORK COUNTY, BEFORE JUDICIAL ARBITRATION & MEDIATION SERVICES (" JAMS" ), PURSUANT TO ITS EMPLOYMENT ARBITRATION RULES & PR... | Label: Arbitration |
d7fef9d3-0486-416b-984c-0eeca7117332 | Clause:
Borrower and its Subsidiaries have filed all Federal, state and other material tax returns and reports required to be filed, and have paid all Federal, state and other material taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due... | Label: Taxes |
14b7fc0d-0c89-4c58-8204-ff3bac180888 | Clause:
Except as set forth in the Settlement Agreement, each party hereto will be responsible for and bear all of its respective costs and expenses incurred in connection with the transactions contemplated by this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreemen... | Label: Expenses |
33ff997d-0a76-469c-9914-fef31b724447 | Clause:
All payments to be made to or benefits to be received by Executive under this Agreement shall be subject to withholding to satisfy required withholding taxes and other required deductions.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corrupti... | Label: Withholdings |
4d66e8f7-39a9-4a3c-a390-442051137289 | Clause:
The Company shall not issue any shares of Common Stock pursuant to this Agreement if such issuance would reasonably be expected to result in a violation of the Securities Act. The provisions of this Section 2.4 shall be implemented in a manner otherwise than in strict conformity with the terms hereof only if ... | Label: General |
da02db94-68b0-41e1-92b3-741c659a9a38 | Clause:
All notices, instructions (pursuant to a Joint Written Direction or otherwise), approvals, consents, requests, and other communications hereunder shall be in writing and shall be deemed to have been given (a) when such writing is delivered by hand or overnight delivery service, or (b) upon telephone call-back i... | Label: Notices |
e02de134-8a05-4bb0-a1eb-18becde01862 | Clause:
Investor is duly organized, validly existing and in good standing as a limited liability company under the Laws of the State of Delaware, except where such failure to be in good standing would not reasonably be expected to have, individually or in the aggregate, a material adverse effect.
Task: Classify this c... | Label: Organizations |
09254c18-91e2-47a3-bb5e-84a38559883c | Clause:
Directly or indirectly, use the proceeds of any Extension of Credit, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other Person, to fund any activities of or business with any Person, or in any Designated Jurisdiction, that, at the time of such funding... | Label: Sanctions |
da59537b-2b64-4c5e-87c6-d36f515c0aa7 | Clause:
This Agreement and the respective rights and obligations hereunder may not be assigned by either party hereto without the prior written consent of the other party.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws,... | Label: Assignments |
5d755949-ca37-4379-8d08-3f75d1ab3a88 | Clause:
Each Grantor covenants and agrees that it shall perform all covenants in this Section 4.01(b) .
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, Authorizat... | Label: Agreements |
2c7cac38-21b3-4eec-9011-00a96d60474e | Clause:
This Note has been duly executed and delivered by the Maker. This Note constitutes a legal, valid and binding obligation of the Maker, enforceable against the Maker in accordance with its terms, except as such enforceability may be limited by applicable Debtor Relief Laws.
Task: Classify this clause into ONE o... | Label: Binding Effects |
8e257762-aa0c-446b-84e2-caf7e78facc0 | Clause:
All agreements, representations and warranties contained herein shall survive the execution and delivery of this Agreement, any investigation at any time made, the sale and purchase of the Purchased Shares, and any disposition of the Purchased Shares by the Investor.
Task: Classify this clause into ONE of thes... | Label: Survival |
add956c4-4d56-4755-a862-1da792db03e3 | Clause:
In addition to all other amounts payable to Executive under this Agreement, the Company shall pay or reimburse Executive for legal fees (including without limitation, any and all court costs, arbitration costs, and attorneys' fees and expenses), incurred by Executive in connection with or as a result of any cla... | Label: Expenses |
dbb748c9-a3a2-495e-afa3-617d26b61b90 | Clause:
This Agreement constitutes the entire agreement among the Company and the Shareholder with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, between the Company and the Shareholder with respect to the subject matter hereof.
Task: Classify this c... | Label: Entire Agreements |
1da613d2-090b-4ce9-ada0-fa82e2a65faa | Clause:
During the Employment Term, the Company shall pay Executive a base salary (the “ Base Salary ”) at the annual rate of the equivalent of US$1,000,000 payable in pounds sterling (“ GBP ”), converted at an exchange rate equal to the average of the daily US$:GBP spot exchange rates published by the Bank of England ... | Label: Base Salary |
684ea18e-4304-4a5f-abb3-748e93eae30d | Clause:
The paragraph and subparagraph headings contained in this Agreement are for convenience and reference only. They are not intended to define, limit, or expand the scope of the provisions of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendmen... | Label: Headings |
4cc1fbe6-8c50-4f1f-ae0e-cc0de0dac685 | Clause:
All information submitted by or on behalf of Borrower or Operating Lessee to Lender and in all financial statements, rent rolls (including the rent roll attached hereto as Schedule IV ), reports, certificates and other documents submitted in connection with the Loan or in satisfaction of the terms thereof and a... | Label: Disclosures |
8c31b8ff-0295-47a1-9b42-6dae2fcf7ba4 | Clause:
The Company agrees to employ Executive pursuant to the terms of this Agreement, and Executive agrees to be so employed, for a term of three (3) years and five (5) months (the “ Initial Term ”) commencing as of the Effective Date. Notwithstanding the foregoing, Executive’s employment hereunder may be earlier ter... | Label: Terms |
3324768e-d0ef-4571-991c-6667fc15f84b | Clause:
No provision in this Agreement shall be supplemented, deleted or amended except in a writing executed by an authorized representative of each of Teva and Regeneron.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws... | Label: Amendments |
56d60b77-69f0-426c-a59f-c661dd2227ae | Clause:
In the event that your employment with the Company or an Affiliate terminates due to your death, your Performance Shares will be due and payable in Shares (or cash at a value equal to the Closing Price on the date of your death, if so determined by the Committee). Any payment will be made at the time specified ... | Label: Death |
3ab21e4c-d96d-49ff-a34e-58ad9c8cf0a0 | Clause:
The General Partner Entity may, in its sole and absolute discretion, from time to time hold or acquire assets in its own name or otherwise other than through the Partnership so long as the General Partner and the General Partner Entity take commercially reasonable measures to ensure that the economic benefits a... | Label: General |
3c2ff3c8-bdcd-493e-8f76-ff36c35bf406 | Clause:
Except as set forth on Schedule 5.6 , (a) all Tax Returns required to be filed by the Company or any Subsidiary have been filed; (b) all Taxes due and payable by the Company or any Subsidiary have been paid whether or not shown as due on such Tax Returns; (c) there are no Liens (other than Permitted Liens) on a... | Label: Taxes |
a0f86ceb-a8db-431a-834d-6d0fcfb03a28 | Clause:
THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT, THE RELATIONSHIP OF THE PARTIES TO THIS AGREEMENT, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES TO THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERN... | Label: Governing Laws |
b1160bb7-c00b-4823-ad3e-d5d5e230dcdd | Clause:
THIS FIRST AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. Sections 10.09 and 10.10 of the Credit Agreement are incorporated by reference herein mutatis mutandis . The provisions of this First Amendment shall be binding upon and inure to the benefit of the Loa... | Label: Miscellaneous |
a620f9ff-c86d-452a-b446-584c05544c5d | Clause:
ImmunoGen and Biotest shall bear all the expenses of their respective JMC members related to their participation on the JMC and attendance at JMC meetings.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approva... | Label: Expenses |
42329572-51d1-430c-93fe-85e2768e8e53 | Clause:
If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect. Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to th... | Label: Severability |
4bf7626d-4141-45dd-97d6-6c0fe889a6ec | Clause:
Each party’s obligations under this Section 2.11 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.
... | Label: Survival |
27b34a84-e19a-4fd5-8709-fa39a1cefe51 | Clause:
The Company will indemnify and hold the Investor and its directors, officers, shareholders, members, partners, employees and agents (and any other persons with a functionally equivalent role of a person holding such titles notwithstanding a lack of such title or any other title), each person who controls the In... | Label: Indemnifications |
4232eea5-782e-4e88-94df-31b02f7ca9be | Clause:
Tenant shall not cause or permit any Hazardous Materials (as hereinafter defined) to be brought upon, kept, used, stored, handled, treated, generated in or about, or released or disposed of from, the Premises or the Project in violation of applicable Environmental Requirements (as hereinafter defined) by Tenant... | Label: Indemnity |
70eb5086-543c-4650-8e50-355fa0751470 | Clause:
This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but any number of which, taken together, shall be deemed to constitute one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Ame... | Label: Counterparts |
2542af16-5314-4f41-91bb-a9df16d862f2 | Clause:
This Guaranty Agreement, together with the Credit Agreement, any Hedge Agreement and other Loan Documents, constitutes and expresses the entire understanding between the parties hereto with respect to the subject matter hereof, and supersedes all prior negotiations, agreements, understandings, inducements, comm... | Label: Entire Agreements |
5b8364f9-5f33-48e5-be4a-94536af8af90 | Clause:
During the Employment Period, the Executive shall receive an annual base salary (“Annual Base Salary”) of Four Hundred Twenty-Five Thousand Dollars ($425,000). The Annual Base Salary shall be reviewed by the Compensation Committee (the “Committee”) of the Company’s Board of Directors (the “Board”) no less frequ... | Label: Base Salary |
be561c53-e988-4cc5-8db1-30a352159dd1 | Clause:
No provision of the Separation Agreement or any Ancillary Agreement shall be deemed to release any individual, and the Versum Group shall not have the ability to release any individual, for any violation of the Air Products non-competition guidelines or any agreement or policy pertaining to confidential or prop... | Label: Confidentiality |
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