id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
eb29031b-4a60-4615-b3f0-2bfc79b8945b | Clause:
The execution, delivery and performance by Parent or Merger Sub of this Agreement will not (with or without notice or lapse of time, or both): (a) require any License or any filing, notice, report, consent, registration, approval, permit or authorization to be made with or obtained from any Governmental Entity ... | Label: Approvals |
4a2b2a84-3390-4b0a-919e-f7a6f669b235 | Clause:
This Intellectual Property Security Agreement shall be governed by, and construed and interpreted in accordance with, the law of the State of New York without regard to conflict of laws principles thereof that would require application of laws of another state.
Task: Classify this clause into ONE of these type... | Label: Governing Laws |
10077eb6-a5c5-453a-83c8-ab5c35c10d3f | Clause:
The Lease is supplemented to provide that Tenant shall, at its cost and expense, procure all policies of insurance for the purpose of insuring the Replacement Space in accordance with the terms set forth in Par. 5 of the Lease. Policies of such insurance, or certificates thereof, together with reasonable eviden... | Label: Insurances |
34b98000-19b3-496a-b52e-340c262c3d7c | Clause:
The execution and delivery of this Agreement, the performance of all obligations of the Seller hereunder, and the sale and delivery of the Shares being sold by the Seller hereunder, have been duly authorized. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accor... | Label: Authorizations |
ed3a688e-bf64-4db6-a755-a229df68eae6 | Clause:
Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural Person, a Defaulting Lende... | Label: Participations |
96428c34-9752-4de0-92ca-73dc07665efc | Clause:
As compensation for Executive’s performance of Executive’s duties hereunder, the Company shall pay to Executive a salary at the annual rate of seven hundred fifty thousand dollars ($750,000) per year (the “ Base Salary ”), payable in equal bi-weekly installments and in accordance with the normal payroll practic... | Label: Base Salary |
0e63b8cb-4b06-46e4-bf17-25068735c07e | Clause:
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signature and delivery by facsimile or other electronic method such as transfer of a PDF file by electronic mail shall be sufficient to e... | Label: Counterparts |
e396d2b9-8ef0-4355-8c6b-e246140b56f8 | Clause:
This Agreement may only be amended, modified or supplemented by an instrument in writing signed by the Parties; provided , however , that SXE shall not execute any such amendment, modification or supplement without the consent or approval of the Conflicts Committee.
Task: Classify this clause into ONE of these... | Label: Amendments |
a5ba57f6-8a50-4086-ad04-dc43cc845b91 | Clause:
Upon satisfaction of the conditions precedent in Section 3.1 , this First Amendment shall be effective as of date hereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assi... | Label: Effectiveness |
45f45169-9ec9-4614-8c07-0505ec86484c | Clause:
On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, up to an aggregate of $20,000,000 of... | Label: Closings |
4d86227b-f581-4d41-9249-ab7a8409f9b9 | Clause:
Each Party shall, and shall cause its Affiliates and Representatives to, treat and hold in confidence all the Confidential Information of the other Party and its Affiliates, and refrain from disclosing or using any of the Confidential Information of the other Party and its Affiliates except as permitted by this... | Label: Confidentiality |
78c81190-ec90-40ac-a7bc-296b8d4288fc | Clause:
Except as otherwise expressly provided herein, all notices and other communications provided for hereunder shall be in writing and mailed, sent by telecopier or delivered, (a) if to any Guarantor, at the address specified for it in the Credit Agreement (or if no such address is specified, to it c/o the Borrower... | Label: Notices |
d49bc9bc-5426-48a1-85ca-0a5ccfe48b2f | Clause:
The Company shall have obtained any and all consents, permits and waivers necessary or appropriate for consummation of the transactions contemplated by the Agreement and the Related Agreements (including any filing required to comply with the Hart Scott Rodino Antitrust Improvements Act of 1976, and except for ... | Label: Consents |
cda0693c-7229-443a-9fdd-52b6bb06ebec | Clause:
Each Loan Party will, and will cause each of its Restricted Subsidiaries to, (a) do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and, except where any of the following could not reasonably be expected to result in a Material Adverse Effect, th... | Label: Existence |
c73c5c7b-084c-4bc0-be44-59040eb75f1a | Clause:
The issuance and transfer of Shares shall be subject to compliance by the Company and the Grantee with all applicable requirements of federal and state securities laws and with all applicable requirements of any share exchange on which the Shares may be listed. No Shares shall be issued or transferred unless an... | Label: Compliance With Laws |
7446d79f-5d65-4e05-aa0d-383540f9d44e | Clause:
Seller and Purchaser shall, from time to time after Closing, upon request, execute such additional documents as are reasonably necessary to convey, assign and transfer the Property pursuant to this Agreement and otherwise complete the Transactions contemplated by this Agreement, provided that such documents are... | Label: Further Assurances |
ed0fc1d7-c84a-41e3-8968-de8309a4ea82 | Clause:
The illegality or unenforceability of any provision of this Agreement or any instrument or agreement required hereunder shall not in any way affect or impair the legality or enforceability of the remaining provisions of this Agreement or any instrument or agreement required hereunder.
Task: Classify this cla... | Label: Severability |
c847d5d8-fb92-48f3-81b4-3e6b70928b2d | Clause:
This Agreement and any certificate attached hereto or delivered in accordance with the terms hereof by or on behalf of YNXG in connection with the transactions contemplated by this Agreement, when taken together, do not contain any untrue statement of a material fact or omit to state any material fact necessary... | Label: Disclosures |
561ba83c-5463-4cf3-9b90-adc5e6c672f9 | Clause:
This Agreement may be executed in any number of counterparts, and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart to this Agreem... | Label: Counterparts |
2b371f98-e03f-4904-a657-3a04933063d2 | Clause:
If, during the twelve (12)-month period after a Change in Control, (i) Executive terminates her employment with the Company (or any affiliate) for Good Reason or (ii) the Company (or any affiliate) terminates Executive’s employment without Cause, Executive will be entitled to accelerated vesting as to one hundr... | Label: Change In Control |
2a0aef9f-1ba1-4a2e-bc68-e027d030c57e | Clause:
This Unwind Agreement may not be amended except by an instrument in writing signed by each of the Parties.
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: Amendments |
84447c54-7e7f-4a9b-ae8c-fb918cc7c878 | Clause:
Executive acknowledges that the Company has in place the Springleaf Finance Employment Dispute Resolution Plan (“ EDR Plan ”) that applies to all employment disputes between the Company and its employees. Except as necessary for the Company to specifically enforce or enjoin a breach of this Agreement, the parti... | Label: Arbitration |
fc519179-7955-417a-8244-3b30795c132f | Clause:
(a) Unless otherwise defined in this Agreement or unless otherwise indicated in this Agreement, words and phrases defined (including by incorporation from, or by reference to, another document) in either or each of the Master Trust Deed, the Master Sale and Servicing Deed and the Series Supplement have the same... | Label: Definitions |
fd59dff6-157b-4449-88da-0d5c0f8e1698 | Clause:
The Lien Priority shall govern the ultimate disposition of casualty insurance proceeds. The Senior Priority Representative shall be named as additional insured or loss payee, as applicable, with respect to all insurance policies relating to Collateral. The Senior Priority Representative shall have the sole an... | Label: Insurances |
261f0929-46da-47c0-8bee-b71410236647 | Clause:
Notwithstanding the foregoing, Investor and Jernigan each acknowledges that the completion of any Investor Put or Profits Interest Sale shall be subject to the receipt of all necessary approvals or consents of Governmental Authorities, lenders and any other Persons, in each case to the extent required. If an In... | Label: Consents |
cf72162a-3c0a-4f3f-bf86-3bf5a76bdbee | Clause:
Section headings have been inserted in this Agreement as a matter of convenience for reference only and it is agreed that such paragraph headings are not a part of this Agreement and shall not be used in the interpretation of any provision of this Agreement.
Task: Classify this clause into ONE of these types (... | Label: Headings |
ddba9606-e4c1-460b-825f-ab4907ec1018 | Clause:
For purposes of this Section 2.08 , the term “ applicable Law ” includes FATCA.
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 Salar... | Label: Defined Terms |
519e1ca4-6128-425e-bfb4-ad9460185541 | Clause:
The headings of Articles and Sections contained in this Amendment are for reference purposes only and are not part of this Amendment.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assig... | Label: Headings |
80fda6c1-e63c-4833-affc-75176b952dee | Clause:
In addition to any and all other remedies that may be available at law in the event of any breach of this Agreement, Ginkgo and Amyris t shall be entitled to specific performance of the agreements and obligations of the Parties and to such other injunctive or other equitable relief as may be granted by a court ... | Label: Specific Performance |
7e7d58e0-b3f2-42b3-87a2-db2f21b76a81 | Clause:
Executive shall be responsible for any applicable taxes of any nature (including any penalties or interest that may apply to such taxes) that the Company reasonably determines apply to any payment made hereunder. Executive’s receipt of any benefit hereunder is conditioned on his or her satisfaction of any appli... | Label: Withholdings |
c9e5f1c4-ec3f-40be-9343-de69543d722a | Clause:
It is a limited liability company duly organized, validly existing and in good standing under the laws of the state of Delaware.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignment... | Label: Organizations |
c21ca7b3-3d94-4f3c-8219-3cdaf5c7abf7 | Clause:
There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Borrower, threatened in writing or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against any Holding Company, the Borrower or any of their respective Subsidiaries or aga... | Label: Litigations |
81ddb71d-3e8f-47dd-82e6-5ea1375946d2 | Clause:
Borrowers jointly and severally agree to pay on demand all Lender Group Expenses of Agent and all Lenders (including, without limitation, the reasonable and documented fees and expenses of outside counsel for Agent and all Lenders) in connection with the preparation, negotiation, execution, delivery and adminis... | Label: Expenses |
88fcf826-e9bf-4de4-9230-8ba02cd2670a | Clause:
Subsequent to the termination of Executive’s employment and upon Affinity’s request, Executive agrees to be reasonably available to provide assistance to Affinity with respect to any legal issue that arose during or involved the period in which Affinity employed Executive in which Executive has pertinent inform... | Label: Cooperation |
9dc432aa-c77f-4142-89e2-64854004c8dc | Clause:
The term of this Warrant shall commence on December 31, 2015 and shall expire at 5:00 p.m., Central Time, on December 31, 2018 (such period being the " Term ").
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Ap... | Label: Terms |
7a9e4225-a0f8-4478-b4c0-2d2a2f1af420 | Clause:
Each of the Lenders and each of the Agents agrees that it shall maintain in confidence any information relating to Holdings, any Parent Entity, the Borrower and any Subsidiary furnished to it by or on behalf of Holdings, the Borrower or any Subsidiary (other than information that (a) has become generally availa... | Label: Confidentiality |
d0f19730-00b1-43fa-a0f9-f39950502fce | Clause:
Borrower shall advise Lender promptly, in reasonable detail, of: (a) any Lien, other than Permitted Encumbrances, attaching to or asserted against any of the Collateral; or (b) the occurrence of any Default or other event that has had or could reasonably be expected to have a Material Adverse Effect.
Task: Cla... | Label: Notices |
62b9e8b8-93d8-4fe9-addc-89556529422f | Clause:
Buyer shall deliver the balance of the Purchase Price (less the amount of the Final Earnest money, plus or minus prorations and escrow fees, if any) to Seller and Seller shall execute and deliver the Deed (as defined below) to Buyer at “Closing”. Closing shall take place on December 11, 2015 ( “ Closing Date ” ... | Label: Closings |
01dd84cd-fa1b-4fea-9ea7-be7e4c3b6226 | Clause:
Executive will be employed as the Chief Executive Officer of the Company (the “ Position ”), and shall have the duties and responsibilities as may be reasonably assigned from time to time by the Company’s Board of Directors (the “ Board ”). Executive shall perform faithfully and diligently all those duties assi... | Label: Positions |
60010bf7-2389-413a-9e45-1a28a6b1cd70 | Clause:
Upon the issuance or Modification by the LC Issuer of a Facility LC in accordance with this Section 2.19, the LC Issuer shall be deemed, without further action by any party hereto, to have unconditionally and irrevocably sold to each Lender, and each Lender shall be deemed, without further action by any party h... | Label: Participations |
7a5608a6-8926-4bd6-8bbc-ce0152c9c231 | Clause:
You acknowledge that the Compensation Committee has the authority to construe and interpret the terms of the Plan and this Agreement if and when any questions of meaning arises under the Plan or this Agreement, and any such construction or interpretation shall be binding on you, your heirs, executors, administr... | Label: Interpretations |
5660ac00-b6cc-41da-a1e2-17497f45869b | Clause:
Schedule 3.09 sets forth the name of, and the direct or indirect ownership interest of Borrower in, each Subsidiary of Borrower and identifies each Subsidiary that is a Loan Party, in each case as of the Effective Date.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreem... | Label: Subsidiaries |
a0dbdc79-e1f2-4603-aa20-9e2d20765c3b | Clause:
This Agreement and any claim, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Agreement and the transactions contemplated hereby shall be governed by, and construed in accordance with, the law of the State of New York (including S... | Label: Governing Laws |
0ae87cbb-4b92-48d5-8200-eb9f383687ef | Clause:
This Agreement may be executed in several counterparts, each of which shall be deemed to be an original copy and all of which together shall constitute one and the same instrument binding on all parties hereto, notwithstanding that all parties shall not have signed the same counterpart. The exchange of copies o... | Label: Counterparts |
512c7c62-ee4b-4449-8cbd-6f28d4f02926 | Clause:
Shares of Common Stock awarded under the Restricted Stock Award Agreement may be subject to forfeiture to the Company in accordance with a vesting schedule to be determined by the Board.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption... | Label: Vesting |
4f3f97c8-87ba-4f09-8b20-e41e836fcd17 | Clause:
The Records included in the Acquired Assets are true, complete and correct in all material respects and Seller Parties have made available to Buyer Parties for examination the originals or true and correct copies of all documents and materials related to the Business, together with all other documents and mater... | Label: Records |
1d014243-e16b-4271-8475-2b5ce8871704 | Clause:
Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may request in order to carry out the intent and accomplish the purposes of this Agreement an... | Label: Further Assurances |
2d39b10e-540f-486a-b609-48dd5b3b9c93 | Clause:
Invalidation of any one or more of the provisions of this Agreement, the Deed of Trust, the other Loan Documents or the Environmental Indemnity by judgment or court order shall in no way affect any of the other provisions thereof which shall remain in force and effect.
Task: Classify this clause into ONE of th... | Label: Severability |
e7df7aff-1cf6-448d-84ab-3a6315b3cfef | Clause:
Subject to the recording of an Assignment by Agent in the Register pursuant to subsection 1.4(b) , (i) the assignee thereunder shall become a party hereto and, to the extent that rights and obligations under the Loan Documents have been assigned to such assignee pursuant to such Assignment, shall have the right... | Label: Effectiveness |
fbcb3b33-b5e9-49ea-b09c-787dada11980 | Clause:
If a court of competent jurisdiction holds that any provision or sub-part thereof contained in this Agreement is invalid, illegal or unenforceable, that invalidity, illegality or unenforceability shall not affect any other provision in this Agreement. Additionally, if any of the provisions, clauses or phrases i... | Label: Severability |
cf36b9c8-f510-420d-9752-5e2aad076c7c | Clause:
The Company agrees to pay the Executive a base salary (“Base Salary”) at an annual rate of. Five hundred fifty thousand dollars ($550,000.00) The Board may adjust the Base Salary annually on each anniversary of the Effective Date (provided that no decrease shall result in a Base Salary less than the 50 th perce... | Label: Base Salary |
382a77c2-5f40-4569-9174-421a5f9c16d0 | Clause:
In connection with Executive’s receipt of the retirement benefit described in Section 3.1, the Executive shall execute (and not revoke) a standard, customary form of release agreement (the “ Release ”), including without limitation the following terms. If Executive is continuously incapacitated through the Rele... | Label: Releases |
b189c6c0-2441-4bb9-99b3-4f5594b2ca7d | Clause:
The execution, delivery and performance by each Loan Party of this Agreement and each other Loan Document to which such Loan Party is party and the consummation of the Initial Permitted Acquisition, have been duly authorized by all necessary corporate, limited liability company, or partnership action, as applic... | Label: Authorizations |
83219301-6d32-415e-ad5a-7c9068f2ae89 | Clause:
The proceeds of the Loans hereunder shall be used by the Borrower to repay Debt under the 2016 Notes and for working capital and general business purposes of the Borrower and the Subsidiaries to the extent permitted in this Agreement. The Borrower will not (a) directly or indirectly, use any part of such procee... | Label: Use Of Proceeds |
c47860c7-bd79-44ed-939c-78f9e1e8f70d | Clause:
The execution and delivery by it of this Amendment, and the performance of its obligations under this Amendment and the Agreement (as amended hereby) are within its corporate powers and have been duly authorized by all necessary corporate action on its part. Each of this Amendment and the Agreement (as amended ... | Label: Enforceability |
93e5a11a-9522-4605-8dfc-35e6c4cb110d | Clause:
In addition to the insurance required hereunder with respect to Collateral, maintain insurance with insurers (with a Best Rating of at least A, unless otherwise approved by Lender in its discretion) satisfactory to Lender, (a) with respect to the Properties and business of Borrowers and Subsidiaries of such typ... | Label: Insurances |
2141b705-f391-4f0f-a767-122003e5bdcf | Clause:
Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the ap... | Label: Releases |
584cb587-5796-45a6-a441-00a8aef9c683 | Clause:
Agent shall at all times keep books of account and records at his current address reflecting all transactions in connection with the Loan and the Lenders’ interests therein. Each Lender shall have access to Agent’s records maintained in connection with the Loan for inspection and/or copying at such Lender’s ex... | Label: Records |
d2bd9574-0cdf-42db-bc0b-3b65b792a5e7 | Clause:
There is no action, suit, claim, proceeding or investigation, at law, in equity or otherwise, or by or before any governmental instrumentality or other agency, now pending, or, to the Corporation’s knowledge, threatened against or affecting the Corporation, nor is there any basis therefor known to the Corporati... | Label: Litigations |
058cb3d5-0d8f-4cea-a9b6-c3aa61c0e444 | Clause:
Asta will indemnify the Executive as provided in Asta’s Bylaws.
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, Bin... | Label: Indemnifications |
9618cd6c-f881-49ff-b1fe-ae508c24b824 | Clause:
The provisions of this Warrant may be amended and the Company may take any action herein prohibited, or omit to perform any act herein required to be performed by it, only with the written consent of the Holder and the Company.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments... | Label: Amendments |
cdb7b231-e164-40c9-b535-e2f9f6fc12d3 | Clause:
The representations, warranties and obligations of Supplier under this Section 9 shall survive termination or expiration 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,... | Label: Survival |
58c68bf0-b91f-4029-b7ae-e211a688b79d | Clause:
As of the Effective Date, the insurance required under Section 5.05 is in effect and all premiums in respect of such insurance have been paid. The Borrowers believe that the insurance maintained by or on behalf of the Loan Parties and their Subsidiaries are adequate.
Task: Classify this clause into ONE of thes... | Label: Insurances |
4d93eb06-b4f1-4053-9422-ea3aff0e0091 | Clause:
To be effective, any waiver of any right under this Agreement must be in writing and signed by a duly authorized officer or representative of the Party bound thereby.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable La... | Label: Waivers |
1008666c-c670-4f2e-a148-ab384d5e76be | Clause:
EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, RULE OR REGULATION, ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION (I) ARISING UNDER THIS AGREEMENT OR ANY ANCILLARY CLOSING DOCUMENT OR (II) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALIN... | Label: Waiver Of Jury Trials |
771a7cd4-2b8b-4cef-ba60-49e89920a163 | Clause:
Unless otherwise defined, capitalized terms used herein shall have the meanings given to them in the First Step Transfer Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignm... | Label: Definitions |
eb524bf4-17f7-4248-8523-7d0a790747a0 | Clause:
The Lenders and the Administrative Agent shall have received all fees required to be paid, and all expenses for which invoices have been presented (including the reasonable fees and expenses of legal counsel to the Administrative Agent), on or before the Effective Date. All such amounts will be paid with procee... | Label: Fees |
96f87e0c-f2d3-4f8d-a659-2b92370e2ee3 | Clause:
(a) The Borrower will pay a fee on each outstanding Letter of Credit, at a per annum rate equal to the Applicable Margin then in effect with respect to Eurodollar Loans under the Revolving Facility on the face amount of such Letter of Credit, which fees shall be shared ratably among the Revolving Lenders and pa... | Label: Fees |
b3bd5512-a002-4eae-b41d-5020ea84cd96 | Clause:
Borrower represents that neither it nor Sponsor has dealt with any financial advisors, brokers, underwriters, placement agents, agents or finders in connection with the transactions contemplated by this Agreement other than Goldman, Sachs & Co., Bank of America Merrill Lynch, and Lazard Frères & Co. LLC (and an... | Label: Brokers |
49f8282c-732e-48d2-986e-ab25d75b5175 | Clause:
The Plan shall be construed and interpreted in accordance with the internal laws of the State of Delaware, without reference to the principles of conflicts of law thereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicab... | Label: Governing Laws |
d6f41d44-062e-416e-878e-3a1623b5d96b | Clause:
In consideration of the payments and benefits set forth in Sections 3(b) and 5(b) of the Separation Agreement, the Executive, for himself, his heirs, administrators, representatives, executors, successors and assigns (collectively, “ Executive Releasors ”) does hereby irrevocably and unconditionally release, ac... | Label: Releases |
397ffeb2-b2ad-499d-bb26-f9e1f7bee708 | Clause:
This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same contract. Delivery of an executed counterpart ... | Label: Counterparts |
061a28da-d35d-480d-9208-0b18c331d3f7 | Clause:
All Employee Benefit Plans are in compliance in all material respects with all applicable provisions of ERISA and the Code. No Termination Event has occurred or is reasonably expected to occur that could reasonably be expected to result in a Material Adverse Change. There has been no excise tax imposed under Se... | Label: Erisa |
e1ded3af-8213-4fce-99c2-851b07cb77b5 | Clause:
This Agreement may be executed in two or more counterparts, each of which shall constitute an original but all of which, when taken together, shall constitute but one contract, and shall become effective as provided in Section 10.03. Delivery of an executed counterpart to this Agreement by facsimile transmissio... | Label: Counterparts |
d22a8c1f-ee3d-43c2-bd18-79167bca144d | Clause:
This Agreement shall be binding upon, and inure to the benefit of, the parties hereto, any successors to or assigns of the Corporation and the Executive’s heirs and the personal representatives of the Executive’s estate.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agree... | Label: Binding Effects |
a6c6a320-3369-4f5a-9ad7-cc45ae595441 | Clause:
Unless otherwise provided in this Lease, whenever approval, consent or satisfaction (collectively, an “approval”) is required of a party pursuant to this Lease or an Exhibit hereto, such approval shall not be unreasonably withheld, conditioned or delayed. Unless provision is made for a specific time period, ap... | Label: Approvals |
2f0b5ee6-0ff2-41d0-8046-c7ca5956209e | Clause:
Capitalized terms used herein and not otherwise defined herein or in the Merger Agreement shall have the meanings set forth in this Section 1 .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitrat... | Label: Definitions |
bb94d054-85f4-495d-bc43-0f0f09d07b0b | Clause:
(a) The Term of the Lease for the Replacement Space shall commence on the date (the “Replacement Space Commencement Date”) which shall be the earlier of the date on which Landlord’s Work has been substantially completed (or would have been substantially completed except by reason of any delay caused by Tenant),... | Label: Terms |
01ba1751-1009-4269-b441-882c58132699 | Clause:
The execution, delivery and performance by the Purchaser of each Company Agreement to which it is a party and the Contemplated Transactions (a) have been duly authorized by all necessary corporate or other action, (b) do not contravene the terms of the Purchaser’s organizational documents, and (c) do not violat... | Label: Authorizations |
33d4e5d3-c232-45a4-a766-bdf8aa76479b | Clause:
(A) NON-EXCLUSIVE JURISDICTION . EACH BORROWER HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR NEW YORK STATE COURT SITTING IN NEW YORK, NEW YORK, BOROUGH OF MANHATTAN, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENTS AND EACH BORROWER HER... | Label: Consent To Jurisdiction |
93e6a90e-9226-4516-9aed-d95617459de2 | Clause:
If the Executive’s employment is terminated by reason of the Executive’s Disability during the Employment Term, this Agreement shall terminate without further obligations to the Executive, other than: (i) the obligation to pay or provide to the Executive the Accrued Obligations , (ii) payment of the Pro-Rata Bo... | Label: Disability |
8330e59d-21d1-4e73-a80a-ed5a83bb36b8 | Clause:
If any provision of this Pledge Agreement is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Pledge Agreement shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the ill... | Label: Severability |
bee3032f-a77f-4804-acfd-bc9b30240987 | Clause:
Except to the extent approved in writing by Buyer (at the direction of the Indenture Trustee on behalf of Noteholders), Seller has not waived the performance by PMH of any action under the PMH Documents, if PMH’s failure to perform such action would cause the PMH Transaction to be in default in any material res... | Label: No Waivers |
08538b06-c966-4196-a1b3-a39dbbcbfb6b | Clause:
Except as is not expected to result in a Material Adverse Effect, other than the Claims, there is no claim, action, suit, proceeding, arbitration, investigation or inquiry pending before any governmental entity, or to the knowledge of PARKERVISION, threatened against PARKERVISION or any of its assets. Except a... | Label: Litigations |
de47bf95-3662-4512-a1ad-1b4d2114465c | Clause:
Nothing herein shall constitute a waiver of the Anticipated Events of Default, as such term is defined in the Forbearance Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assign... | Label: No Waivers |
45a35587-253a-4acc-9a0d-62e9f9c54d87 | Clause:
Subject to the provisions of the Plan, the Board shall determine the terms and conditions of each Other Stock-Based Award, including any purchase price applicable thereto. Other Stock-Based Awards that vest solely based on the passage of time shall be zero percent vested prior to the first anniversary of the da... | Label: Terms |
b232f543-d9f9-476d-8a2b-3f1c37d8db0d | 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 |
454d9643-3753-42db-a722-50667c88a4dd | Clause:
This Plan and all determinations made and actions taken pursuant thereto shall be governed by the laws of the State of Delaware and construed in accordance therewith without giving effect to principles of conflicts of laws.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Ag... | Label: Governing Laws |
3eed47b9-a7a0-472f-b04e-3b9e217c9f0c | Clause:
Each of the parties hereto hereby acknowledge and agree that on and after the date hereof the Working Capital Purchaser Group shall include two (2) Uncommitted Purchasers (until such time, if any, that an additional Uncommitted Purchaser is joined to such Purchaser Group or an Uncommitted Purchaser is removed f... | Label: Agreements |
6cbe8846-e567-4249-8ea3-5d33cf7ba686 | Clause:
This Agreement shall be governed by and construed and enforced in accordance with the laws of Massachusetts, without regard to Massachusetts’s conflict of law principles.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicabl... | Label: Governing Laws |
bbaea94c-8375-47e0-b533-1e6b09274eff | Clause:
You will serve in an executive capacity and shall perform the duties of SVP, CAO as commonly associated with this position, and as required by the Chief Executive Officer. In this role, you will be responsible for driving the global administrative strategy, working closely with other key executives; and provide... | Label: Positions |
ae45954c-01f3-4df4-b90f-64969a477474 | Clause:
Each of SIC III, SIC IV, and SIC VI has the requisite legal capacity, power and authority to enter into, and perform under, this Agreement. Each of SIC III, SIC IV, and SIC VI has the requisite legal capacity, power and authority to purchase the Exchange Securities. The execution, delivery and performance of th... | Label: Authorizations |
f9491c1a-4699-458f-8ab1-519e921e915d | Clause:
Except as otherwise explicitly provided herein and in the other Transaction Documents, create or suffer to exist any Lien, other than Permitted Device Liens upon or with respect to, any Device or Related Customer Lease or any interest therein (other than Devices and Related Customer Leases, if any, subsequently... | Label: Liens |
0a8797db-a893-4d65-9e55-90fcb4ecfe2a | Clause:
This Agreement together with the Company Disclosure Letter and the Buyer Disclosure Letter contains the entire understanding of the parties hereto with respect to the subject matter contained herein and supersedes all prior agreements and understandings, oral and written, with respect thereto, other than the Co... | Label: Entire Agreements |
80afc0ce-9025-4af2-ae8d-aeba2eb0d4af | Clause:
The Plan is adopted effective as of February 25, 2016.
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 Effe... | Label: Effective Dates |
f6c5c2f1-089e-432c-8b43-2c157a531e9d | Clause:
The Company and each of its Subsidiaries shall maintain, or cause to be maintained, all material environmental permits, licenses and other authorizations required by federal, state and local law in order to conduct their businesses, and the Company and each of its Subsidiaries shall conduct their businesses, or... | Label: Compliance With Laws |
be43c709-49d2-407a-8a52-274b221b7adf | Clause:
The Borrower shall have paid (A) to the Administrative Agent, for the account of each Lender the fees (including arranger fees, if any) agreed to be paid to them by the Borrower in connection with this Agreement and (B) to the Administrative Agent (or its affiliates) all fees and expenses, including fees and ex... | Label: Expenses |
bfc3eb60-418c-43ac-9ad2-00a685d3137a | Clause:
This Agreement and the accession of the New Loan Party to the Guaranty, the Security Agreement and the Pledge Agreement as provided herein shall become effective with respect to the New Loan Party when (i) the Administrative Agent shall have received a counterpart of this Agreement duly executed by such New Loa... | Label: Effectiveness |
81d498e0-cc31-4346-98de-2f952bcf18a9 | Clause:
The Shares subject to the Award shall be vested immediately as of the Award Date; provided, however, that notwithstanding the foregoing, the Award and the Shares shall be subject to such limitations and restrictions as may be provided under the terms of the Plan or this Agreement.
Task: Classify this clause in... | Label: Vesting |
a85a27b8-ef6a-407d-81b9-991f0758f29b | Clause:
This Agreement shall become effective upon execution by 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, Assignments, Assigns, Authority, Authorizations, Base Salary, B... | Label: Effectiveness |
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