id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
63b0d0d3-a389-4db2-b9f8-fa6a7f92ffab | Clause:
Notwithstanding anything in this Article XIII or elsewhere in this Agreement to the contrary, any amendment and restatement of the Unitholder Registry by the Trustee to reflect events or changes otherwise authorized or permitted by this Agreement shall not be deemed an amendment of this Agreement and may be don... | Label: Amendments |
aa9a5c0e-4673-48f0-b4ea-57f8e6244774 | Clause:
This Agreement is personal in its nature and the parties shall not, without the consent of the other, assign or transfer this Agreement or any rights or obligations hereunder.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Appl... | Label: Assignments |
8f80c681-e3ae-4961-94fe-484efd9fc4b7 | Clause:
Participants in the Plan shall be those Eligible Persons who, in the judgment of the Committee (or, pursuant to Section 3.4(b), the Chief Executive Officer of the Company), are performing, or during the term of their incentive arrangement will perform, vital services in the management, operation, and developmen... | Label: Participations |
4b307bef-19c3-4ac6-87c2-a8491b715fb3 | Clause:
The Company has filed all reports, schedules, forms, statements and other documents required to be filed by it under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by l... | Label: Financial Statements |
a43070dc-3c70-48eb-9550-ce8cb72606d3 | Clause:
As of the date hereof, there are no other agreements entered into between the Financial Institution and the Pledgor with respect to any Designated Account or any funds credited thereto (other than standard and customary documentation with respect to the establishment and maintenance of such Designated Accounts)... | Label: Amendments |
dfeea317-58cb-4c34-aa5d-f486bfd6f18c | Clause:
The Participant shall pay to the Company or make arrangements satisfactory to the Company to do so, regarding the payment of federal, state, local or foreign taxes of any kind required by law to be withheld with respect to any amount includable in the Participant's gross income with respect to his or her partic... | Label: Withholdings |
78b43202-8db9-4831-9388-0369c37aaf47 | Clause:
Headings contained in this First Amendment are for convenience only and are not substantive to the provisions of this First Amendment.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assi... | Label: Headings |
6830438c-4884-43cf-a52f-8b3515586c8d | Clause:
If, in any jurisdiction, any provision of this Agreement or its application to any circumstance is restricted, prohibited or unenforceable, that provision shall, as to that jurisdiction, be ineffective only to the extent of that restriction, prohibition or unenforceability without invalidating the remaining pro... | Label: Severability |
65f1cee7-b849-4f52-8a68-85d02f4440f7 | Clause:
This Agreement may be amended or modified in whole or in part, and terms and conditions may be waived, only by a duly authorized agreement in writing which makes reference to this Agreement executed by all of the Parties.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agre... | Label: Amendments |
2a87c8a2-deb0-4ed4-aaf5-b5bddfe3a131 | Clause:
All notices, requests and demands to or upon the Administrative Agent or any Grantor hereunder shall be addressed to the Company and effected in the manner provided for in Section 15.3 of the Credit Agreement and each Grantor hereby appoints the Company as its agent to receive notices hereunder.
Task: Classify... | Label: Notices |
42b52356-5360-4836-80a7-71fd941610dd | Clause:
Any and all notices statements, demands or other communications hereunder may be given by a party to the other by mail, email, facsimile, messenger or otherwise to the address specified below, or so sent to such party at any other place specified in a notice of change of address hereafter received by the other.... | Label: Notices |
3f125d03-d1b1-4a8f-ae50-7554d5f22393 | Clause:
This Agreement may not be changed or altered, except by a writing signed by both Parties. Until such time as this Agreement has been executed and subscribed by both Parties hereto: (i) its terms and conditions and any discussions relating thereto, without any exception whatsoever, shall not be binding nor enfor... | Label: Entire Agreements |
4c023b5d-3d7d-4d76-9963-0bfb79561d49 | Clause:
This Agreement shall not be amended, altered, changed, modified, supplemented or rescinded in any manner except by a written contract executed by all of the parties.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Law... | Label: Amendments |
855762aa-f9cc-4af5-a560-fc46af5cfdc7 | Clause:
(a) The Company agrees to pay to the Administrative Agent for the account of each Lender, subject to adjustment as provided in Section 2.37, a facility fee for the period from and including the date hereof to the last day of the Commitment Period, computed at the Facility Fee Rate on the actual daily amount of ... | Label: Fees |
924ea705-2893-47b0-a8f8-4965627becca | Clause:
In the course of your employment by the Company hereunder, you will have access to confidential or proprietary data or information of the Company and its operations. You will not at any time divulge or communicate to any person nor will you direct any Company employee to divulge or communicate to any person (ot... | Label: Confidentiality |
020dcfd9-bb7b-4a83-8fd8-31826acde73e | Clause:
Seller and Buyer agree that, from time to time for a reasonable period after the Closing Date, each of them will execute and deliver such further instruments of conveyance and transfer and take such other action as may be reasonably requested by the other party to carry out the purposes and intent of this Agree... | Label: Further Assurances |
da5a342d-ae3f-4887-8317-9e2097cd9e5c | Clause:
The term of this Agreement shall commence on the Effective Date and shall continue for a period of three (3) years ending on the third anniversary of the Effective Date or, if later, ending on the last day of any extension made pursuant to the next sentence, subject to prior termination as set forth in Section ... | Label: Terms |
2aa599fb-64bf-4c3f-814c-e6b596c5f026 | Clause:
Unless otherwise defined herein, terms defined in the Loan Agreement and used herein shall have the respective meanings given to them in the Loan Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approv... | Label: Defined Terms |
25d5dbc7-39b4-4bcd-80a9-bf42ecc3a220 | Clause:
If any term or other provision of this letter agreement is determined to be invalid, illegal or incapable of being enforced by any rule of Law or public policy, all other conditions and provisions of this letter agreement shall nevertheless remain in full force and effect so long as the economic or legal substa... | Label: Severability |
c432b8b0-1063-4668-8050-e1d63a83a2ce | Clause:
This Plan shall be regulated, construed and administered under the laws of the State of Texas, except when preempted by federal law.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assign... | Label: Governing Laws |
7d8508d2-bffd-4e2b-97cf-e64e54f03624 | Clause:
The Committee shall determine the restriction period, provided that (i) Restricted Stock Unit grants which are time-based shall vest ratably over a period of not less than three years (1/3 on each of the first, second and third grant date anniversaries), each such year to be considered a “Vesting Year” and (ii)... | Label: Vesting |
b7532b21-4876-45b5-80f9-e57b06f7ce6d | Clause:
In the event any provision of this Agreement is deemed to be invalid, illegal, or unenforceable, all other provisions of the Agreement that are not affected by the invalidity, illegality, or unenforceability shall remain in full force and effect.
Task: Classify this clause into ONE of these types (exactly one ... | Label: Severability |
c3352030-4b0f-4481-b666-93afd5eae2e4 | Clause:
If the Indemnifying Party chooses to defend or prosecute any Third Party Claim, the Indemnified Party shall cooperate in the defense or prosecution thereof and shall furnish such records, information and testimony, provide such witnesses and attend such conferences, discovery proceedings, hearings, trials and a... | Label: Cooperation |
94e3a1b6-4059-43ab-918e-7de3a6ef830c | Clause:
No amendment, modification or waiver in respect of this Agreement (including the Exhibits and Seller Disclosure Schedule) shall be effective unless it shall be in writing and signed by both parties hereto; provided that the consent of the Financing Sources shall be required to amend the rights of any Financing ... | Label: Amendments |
355187b7-56ab-4d45-9e36-d21e9bfb198e | Clause:
If (a) any Preferred Shares are placed in the hands of an attorney for collection or enforcement or is collected or enforced through any legal proceeding or a Holder otherwise takes action to collect amounts due under this Certificate of Designations with respect to the Preferred Shares or to enforce the provis... | Label: Enforcements |
e8a1e5d7-d2a2-48d5-af43-a5d469c401c9 | Clause:
This Agreement shall commence as of the Effective Date and expire on the expiration of the last-to-expire Royalty Term (“ Term ”). Upon expiration of the Term of this Agreement, (a) the rights granted to Collegium in the Territory under Section 3.02 shall survive and become perpetual, irrevocable, royalty-free,... | Label: Terms |
d214c11e-be74-4e84-86aa-9651d587e2b6 | Clause:
Each Party shall cooperate with the other Party in connection with all activities relating to the Prosecution and Maintenance of the Angionetics Patents undertaken by such other Party pursuant to this Section 9.2, including: (i) making available in a timely manner any documents or information such other Party r... | Label: Cooperation |
3a95d00a-ddce-42f6-92c0-47f953af628a | Clause:
All notices and other communications hereunder shall, unless otherwise stated herein, be in writing and unless otherwise stated shall be made by email or letter to each party hereto, at its address set forth under its name on Schedule IV hereto or at such other address as shall be designated by such party in a ... | Label: Notices |
1bab71e8-2e5c-4d09-b544-32d384bac542 | Clause:
Each Loan Party (on behalf of itself and its Affiliates) and its successors-in-title, legal representatives and assignees and, to the extent the same is claimed by right of, through or under any Loan Party, for its past, present and future employees, agents, representatives, officers, directors, shareholders, a... | Label: Releases |
eba9c0c6-0c63-4b42-b7d7-1e95741315b5 | Clause:
It is the express intention and agreement of the parties hereto that the provisions of Sections 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 14, 15, 17, 18 and 20 hereof and this Section 13 shall survive the termination of employment of the Executive. In addition, all obligations of the Employer to make payments hereund... | Label: Survival |
7126a54e-33f7-48fb-8a90-b2fad9653642 | Clause:
You acknowledge and agree that, except as set forth herein, this Agreement supersedes any and all prior or contemporaneous oral and/or written agreements between you and the Company, and sets forth the entire agreement between you and the Company. No variations or modifications hereof shall be deemed valid unle... | Label: Miscellaneous |
a382f547-21a9-44ad-85d7-499ae78bc483 | Clause:
Notwithstanding anything to the contrary contained herein, as conditions to the Company’s being obligated to make the separation payments and provide the benefits described in Sections 4.1(d) – 4.1(h) (and, by extension, Section 4.2)), (a) within 60 days after the date of Executive’s termination, the Company mu... | Label: Releases |
cce3340b-f736-4b73-8443-78dfc7a3b363 | Clause:
The Investor hereby waives, effective as of the Effective Time, Section 18 of the Investor’s Subscription Agreement solely with respect to the Company’s offering and consummation of the New Offering, the offer and issuance of the Placement Agent Warrants and the offer and issuance of the Subordination Warrants.... | Label: Waivers |
34e11496-9893-4700-b34d-b0ed8a724f09 | Clause:
The Option will vest and become exercisable as follows: 33.33% of the total Option will vest on the one-year anniversary of the Vesting Commencement Date, and approximately 16.67% will vest at the end of each six-month period thereafter, such that the Option will be fully vested on the three-year anniversary of... | Label: Vesting |
6d302b0e-d60c-4f19-a6e2-9c710edd6645 | Clause:
Borrower has furnished to Agent: (a) the Consolidated balance sheet of REIT and its Subsidiaries as of the Balance Sheet Date and the related Consolidated statement of income and cash flow for the two (2) calendar quarter period most recently ended certified by the chief financial or accounting officer (or othe... | Label: Financial Statements |
083def97-743d-45f4-b6c7-08419dd23c89 | Clause:
This Agreement and any terms hereof may not be amended, supplemented or modified except pursuant to a writing signed by both the Purchaser and the Company.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approva... | Label: Amendments |
813158b2-7e08-463c-aa40-bdac84044fd1 | Clause:
This Plan shall be governed by the laws of the State of Arkansas, except to the extent it is governed by the federal securities laws or the choice of laws provision contained in the Company’s agreement with the Account Administrator.
Task: Classify this clause into ONE of these types (exactly one label):
Adjus... | Label: Governing Laws |
e13a4a60-f30b-4565-8b44-2a0c3061a59d | Clause:
The Seller (i) shall keep its principal place of business, chief executive office and state of formation (as such terms are used in the UCC) and the office where it keeps its records concerning the Receivables at the address of the Seller set forth under its name on Schedule I to the Agreement or, upon at least... | Label: Records |
7c0c93fe-0747-4694-8f73-8beeb3e99a84 | Clause:
Except as disclosed in Schedule 3(f), since December 31, 2014, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits ... | Label: Financial Statements |
f3e34cd8-6b2f-4416-b5b3-ff3e449d22fb | Clause:
This Agreement is governed by, construed in accordance with and enforced under the laws of the State of Delaware without giving effect to principles of conflict of laws.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable... | Label: Governing Laws |
50253ad5-1f0c-4841-9957-a4112c9efde1 | Clause:
Any term of this Agreement may be amended or terminated with respect to the Company and another party hereto only with the written consent of the Company and such party, and, in the case of the FF Investor, the FF Beneficial Investor.
Task: Classify this clause into ONE of these types (exactly one label):
Adju... | Label: Amendments |
e6a4213a-d409-40b3-bdb8-d1caa8b406f3 | Clause:
All costs, charges and expenses reasonably incurred by the Committee will be paid by the Company. No compensation will be paid to a member of the Committee as such.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws... | Label: Expenses |
11dd5440-1486-4ff1-849d-44d4ee50b9df | Clause:
The Company hereby employs Employee and Employee hereby agrees to be employed by the Company for the period and upon the terms and conditions hereinafter set forth.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws... | Label: Employment |
966b7c54-3505-4fe7-8d92-68259ae4946b | Clause:
Unless required by Applicable Law, no recoupment under this Policy will be made after a Change in Control with respect to any option, bonus, or incentive compensation with a Grant Date before the Change in Control. For this purpose, the term “Change in Control” shall have the meaning ascribed to it in the 2004 ... | Label: Change In Control |
2b34c2d1-d2e1-4b14-92f1-f741ddb26244 | Clause:
This Agreement may be executed in two counterparts, each of which shall be deemed an original and both of which together shall constitute one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable La... | Label: Counterparts |
f5bda44b-b1ea-4080-9f8e-7f2236263b7e | Clause:
Unless stated otherwise (a) the singular number includes the plural and vice versa and words of any gender include each other gender, in each case, as appropriate, (b) headings and captions may not be construed in interpreting provisions, (c) this Amendment must be construed -- and its performance enforced ‑ un... | Label: Miscellaneous |
5ddcf720-68a1-4875-8cdb-e03a041d0d26 | Clause:
From time to time following the Second Closing, the Parties shall, and shall cause their respective Affiliates to, execute, acknowledge and deliver all reasonable further conveyances, notices, assumptions, releases and acquittances and such instruments, and shall take such reasonable actions, as may be necessar... | Label: Further Assurances |
1c39ab7a-ec3d-4876-ad7c-1dae14efa4f8 | Clause:
The Article headings contained herein are inserted only as a matter of convenience and for reference and in no way define, limit, enlarge or describe the scope or intent of this Plan nor in any way shall they affect this Plan or the construction of any provision thereof.
Task: Classify this clause into ONE of ... | Label: Headings |
38dc2008-6495-4b34-8287-030b2714e038 | Clause:
Except as otherwise provided in this Section 6.1 (including as a result of the application of Section 6.3) and in Section 11.6(c), and after making any special allocations under Section 6.2, Profits and Losses for each Fiscal Year shall be allocated among the Partners in accordance with their respective Percent... | Label: General |
c852e091-b9ba-4bf8-a1b9-1b57e61d178c | Clause:
All disclosure provided to the Investors regarding the Company and its Subsidiaries, their businesses and the transactions contemplated hereby, including the schedules to this Agreement, furnished by or on behalf of the Company or any of its Subsidiaries is true and correct in all material respects and does not... | Label: Disclosures |
0277a5e3-67be-46e6-b6ac-089bb6874bca | Clause:
In addition to the acts and deeds recited in this Agreement and contemplated to be performed, executed and/or delivered by the parties hereto, each party agrees to perform, execute and deliver, but without any obligation to incur any additional liability or expense, on or after the Closing any further deliverie... | Label: Further Assurances |
5203a31a-908e-4f5d-9813-52ed614438f0 | Clause:
This Amendment constitutes the legal, valid and binding obligation of Borrower, and is enforceable against Borrower in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency or other similar laws relating to the enforcement of creditors’ rights generally and by ... | Label: Enforceability |
7b6640c5-defb-4c2f-af00-3659f4c91d20 | Clause:
HollyFrontier hereby waives promptness, diligence, all setoffs, presentments, protests and notice of acceptance and any other notice relating to any of the Applicable Refinery Owner Payment Obligations and any requirement for HEP Operating to protect, secure, perfect or insure any security interest or lien or a... | Label: Waivers |
c0a208ac-464f-4624-9f22-baeed2c65bae | Clause:
Any notice required by the terms of this Agreement shall be given in writing and shall be deemed effective upon personal delivery or upon deposit with the United States Postal Service, by registered or certified mail with postage and fees prepaid and addressed to the party entitled to such notice at the address... | Label: Notices |
a70ce3ad-4084-481d-b6ee-7209d666cc33 | Clause:
This Agreement be binding upon or injure to the benefit of the successors and assigns of the Company and the Employee and his personal representative(s).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals... | Label: Binding Effects |
89f986f6-4e50-411a-a800-53f42ef16dc2 | Clause:
The headings and captions herein are provided for reference and convenience only. They shall not be considered part of the Agreement and shall not be employed in the construction of the Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-... | Label: Headings |
18b2889c-465a-432d-a8bb-821d5dcea6af | Clause:
Except as would not have a Material Adverse Effect, (a) all Tax Returns and reports required to be filed by the Contributor with respect to the Assigned Interest, if any, have been timely filed (after giving effect to any filing extension properly granted by a Governmental Authority having authority to do so) a... | Label: Taxes |
b97e2143-9c32-4b3b-bd86-dfbb6bdd30bd | Clause:
As of the date hereof, Seller owns the Shares, which shares represent 100% of the authorized, issued and outstanding capital stock of the Company. The Shares are duly authorized, validly issued, fully-paid, non-assessable and free and clear of any Liens.
Task: Classify this clause into ONE of these types (exac... | Label: Capitalization |
b32bff36-b8ca-4c47-aae4-4951a68ee319 | Clause:
The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. For purposes of this Agreement, (a) the words “ include,” “ includes” and “ including” shall be deemed to be followed by the words “with... | Label: Interpretations |
d409a649-7a96-4b0c-a802-67f38f6cc64c | Clause:
The Parties acknowledge that any costs, penalties, fines or losses associated with responses to any notices of violation from the Environmental Protection Agency or a state agency under any such Environmental Permits (including the Cheyenne RCRA Order or the El Dorado RCRA Order) may be the subject of indemnifi... | Label: Indemnifications |
509ee9ed-6e2d-4517-beea-d30fce13ded5 | Clause:
The terms of this Agreement, the identity of any Person with whom the Company may be holding discussions with respect to any provision of services, investment, acquisition, disposition or other transaction, and all other business, Trade Secrets, financial and other information relating to the conduct of the bus... | Label: Confidentiality |
03371381-797b-4669-8f81-1ca2b8a0f927 | 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 in the amount of $3,500; provided , however , that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordatio... | Label: Assignments |
8ac1116c-49a8-4c75-a54c-75360e368048 | Clause:
All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivere... | Label: Notices |
7a193b59-9297-42fe-ab69-a7b31b57c72e | Clause:
Seller has filed when due in accordance with all applicable laws (or properly and timely filed an extension therefor) all tax returns required under applicable statutes, rules or regulations to be filed by it. As of the time of filing, such returns were accurate and complete in all material respects. All taxes ... | Label: Taxes |
1fa25cf7-6ca5-4b50-8c47-3a66d42393ee | Clause:
This Agreement shall be construed in accordance with and governed by the laws of the State of Delaware without regard to its choice of law principles.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, A... | Label: Governing Laws |
e13a63c2-3339-48d2-87ef-10a987504197 | Clause:
This Agreement and the Contribution Agreement constitute the entire agreement of the Parties relating to the matters contained herein, superseding all prior contracts or agreements, whether oral or written, relating to the matters contained herein.
Task: Classify this clause into ONE of these types (exactly on... | Label: Entire Agreements |
f56b9e32-fe55-4e22-a7ec-a9352d04a9ac | Clause:
This Agreement shall be governed by, and interpreted and construed in accordance with, the laws of the State of New York, USA, without regard to its conflict of law provisions. The U.N. Convention on International Sales of Goods shall not apply to this Agreement.
Task: Classify this clause into ONE of these ty... | Label: Governing Laws |
61bde2b8-534c-43ca-a9be-29cd76a07dd7 | Clause:
Use the proceeds of the Loans to fund, in whole or in part, the Acquisition, including the payment of Indebtedness of Target and to pay all or a portion of the costs incurred by the Company or any of its Subsidiaries in connection with the Transactions.
Task: Classify this clause into ONE of these types (exact... | Label: Use Of Proceeds |
49d7727e-1560-4b6c-84f4-933888ad7ae8 | Clause:
Pledgor shall, and hereby agrees to, indemnify, defend and hold harmless Buyer, any Affiliate of Buyer and their respective directors, officers, agents, employees and counsel from and against any and all losses, claims, damages, liabilities, deficiencies, judgments or expenses incurred by any of them as a conse... | Label: Indemnifications |
7dad5e0a-206b-4898-9edb-9d8f76012c97 | Clause:
This Eighth Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed signature page to this Eighth Amendment by facsimile tra... | Label: Counterparts |
8b540723-dde0-4ef5-9cf2-eec3b0d7fbf3 | Clause:
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original (including electronic copies) but all of which together shall constitute one and the same instrument. Telecopies and PDFs of signatures shall be effective as manually executed originals.
Task: Classify this cl... | Label: Counterparts |
8425376a-5be8-40f4-b76a-dc85e9d4bfa6 | Clause:
Except as otherwise defined herein or as the context may otherwise require, capitalized terms used but not otherwise defined herein are defined in Appendix A hereto which also contains rules as to usage that are applicable herein.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustme... | Label: Definitions |
2cb3495a-1dd0-4b10-8eae-47b29e094678 | Clause:
THIS JOINDER AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK.
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: Governing Laws |
e5a59029-e800-41a0-9cc9-6cefea15939b | Clause:
This Amendment shall be governed by and construed in accordance with the laws of the State of Delaware applicable to contracts made and to be performed entirely within such state.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, ... | Label: Governing Laws |
28620efd-e4ea-4d26-8257-8ce7ec4e550b | Clause:
Borrower shall not disclose the contents of this Agreement and the other Financing Agreements to any third party (including, without limitation, any financial institution or intermediary), unless required by applicable Laws or by any subpoena, judicial order or similar legal process, without Administrative Agen... | Label: Confidentiality |
6e88cfb4-ae32-48e4-a28f-868ba3e0fad0 | Clause:
All references to the Collateral shall include without limitation the Collateral as described in the Collateral Documents, as amended by this Agreement. All Obligations of the Credit Parties under the Credit Documents, shall be secured by and be entitled to the benefits of, the Collateral and shall remain in al... | Label: Liens |
89148ebf-273a-4dcd-8140-a069c209ed2e | Clause:
In the event any one or more of the provisions contained in this Agreement or in any other Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaire... | Label: Severability |
8fb8885f-854b-42a3-88c2-2230d8deafce | Clause:
The execution, delivery and performance by each Loan Party of the Loan Documents and the other Related Transaction Documents to which it is a party (a) do not require any consent or approval of, registration or filing with, or any action by, any Governmental Authority, except those as have been obtained or made... | Label: No Conflicts |
83f030f6-6691-4c29-a526-424d3eeed159 | Clause:
Any of the Agents may resign as such at any time upon at least 30 days’ prior notice to the Borrower and all Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may appoint another Lender as the successor Administrative Agent which shall thereupon become the Administrative Agent ... | Label: Successors |
3db0d554-0551-4867-8516-c5e8fa8441b0 | Clause:
Each party shall, without further consideration, execute such additional documents as may be reasonably required in order to carry out the purposes and intents of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, A... | Label: Further Assurances |
920fa7ef-9b3d-4ce4-beb9-f4bd0fe9f83e | Clause:
Purchaser, on the one hand, and Seller, on the other hand, shall cooperate fully, as and to the extent reasonably requested by the other Party, in connection with the preparation and filing of any Tax Return, any Tax audit, Tax claim, Tax litigation, claim for Tax refund or other proceeding with respect to Taxe... | Label: Cooperation |
b9ee5e08-b3be-43eb-926b-3ea064c0005e | Clause:
The Company shall (a), issue a press release disclosing the material terms of the transactions contemplated hereby upon the earlier of (i) filing of the Prospectus Supplement and (ii) within four (4) Trading Days immediately following the date hereof and (b) file a Current Report on Form 8-K with the Commission... | Label: Publicity |
61914897-c522-4ff1-b745-042563e6d01f | Clause:
Importer shall obtain and maintain at all times during the Term commercial general liability and property insurance in amounts typical for importers and exporters of pharmaceutical products as set forth under this Agreement, including insurance covering loss or theft of, or damage to, Product.
Task: Classify t... | Label: Insurances |
0f77a2f8-f3d3-4df9-90bc-0af4af5bbe46 | Clause:
The Purchaser is an exempted limited partnership, duly organized, validly existing and in good standing under the laws of the Cayman Islands and has all requisite limited partnership power and authority to own, operate and lease its properties and to carry on its business as it is being conducted on the date of... | Label: Organizations |
19d08a22-646f-4827-b1d0-48f089204db0 | Clause:
Executive shall be eligible to participate in the same benefit plans or fringe benefit policies in which other similarly situated Company employees are eligible to participate, subject to applicable eligibility requirements and the terms and conditions of such plans and policies as in effect from time to time.
... | Label: Benefits |
2903708d-1f37-4bbb-9021-858dc3488ef1 | Clause:
This Agreement may be executed in any number of counterparts, each such counterpart shall be deemed to be an original instrument, and all such counterparts together shall constitute but one agreement. Any such counterpart may contain one or more signature pages. This Agreement may be executed and delivered by f... | Label: Counterparts |
2f6b489c-e347-43df-8126-3db02a73a4b0 | Clause:
No failure or delay on the part of Rogers in the exercise of any power or right, and no course of dealing between LEI and Rogers shall operate as a waiver of any power or right, nor shall any single or partial exercise of any power or right preclude any further or other exercise of that power or right or the ex... | Label: Miscellaneous |
57573cec-bb6c-4637-ab4c-1fef123e5c6f | Clause:
The specific terms defined in this Article include the plural as well as the singular. The words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or other subdivision, and Article, Section, Schedule and Exhibit ref... | Label: General |
3bdcb2f1-f157-4e3d-9c0a-b3d32140a495 | Clause:
The term of this Agreement shall commence upon the Effective Date and shall continue until the expiration of the enforceability period of the last to expire patents within the Licensed Enzo Patent Rights, unless earlier terminated as set forth in Section 4.2 below.
Task: Classify this clause into ONE of these ... | Label: Terms |
66bd5596-18ed-4fb1-80c5-65006fe9f332 | Clause:
To the maximum extent practicable, the AAA, the arbitrators and the Parties shall take all action required to conclude any arbitration proceeding within 180 days of the filing of the Dispute with the AAA. No arbitrator or other Party to an arbitration proceeding may disclose the existence, content or results th... | Label: Arbitration |
b59f34cb-483b-44e9-858c-d1fd973c2430 | Clause:
T h i s A g re e m e nt m a y be e x e c u t e d in a n y nu m b e r o f c o u nt er p a r ts, in c l u di n g fac s i m i l e c o unt e r p a r ts, e ac h o f w h i c h sh a ll be d ee m e d a n o r i g in a l inst r u m e n t , but a ll of w h i c h t o g e th e r sh a ll c o nst i t ute b ut o ne a nd t h e ... | Label: Counterparts |
9ad22164-040e-47ef-80a1-23637b05dda7 | Clause:
Borrower and each Loan Party is in compliance in all material respects with the applicable provisions of ERISA, and no “reportable event,” as such term is defined in Section 4043 of ERISA, has occurred with respect to any Plan of Borrower or any Loan Party.
Task: Classify this clause into ONE of these types (e... | Label: Erisa |
6860a06f-6598-48b2-b260-050ec425525e | Clause:
This Agreement, together with the Existing Confidentiality Provisions, constitutes the entire agreement between the Parties regarding the subject matter herein and supersedes all prior and contemporaneous agreements between the Parties, whether written or oral, with respect to such subject matter.
Task: Classi... | Label: Entire Agreements |
9f900046-2627-47aa-9da3-0d6fc6fccba8 | Clause:
Any dispute regarding the interpretation of this Agreement shall be submitted by the Grantee or by the Company forthwith to the Committee for review. The resolution of such a dispute by the Committee shall be final and binding on all parties.
Task: Classify this clause into ONE of these types (exactly one labe... | Label: Interpretations |
dd0b5b6a-654e-44fa-92f8-1778d5cec127 | Clause:
EMPLOYEE AGREES TO WAIVE THE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, OR RELATED TO, THIS AGREEMENT. THIS WAIVER IS KNOWINGLY, INTENTIONALLY, AND VOLUNTARILY MADE BY EMPLOYEE, AND EMPLOYEE ACKNOWLEDGES THAT, EXCEPT FOR THE COMPANY’S AGREEMENT TO LIKEWISE WAIVE ITS RIGHTS TO A TRIAL BY JU... | Label: Waiver Of Jury Trials |
02177539-830f-450d-bd88-f0e241fb05f0 | Clause:
All information, reports, financial statements, exhibits and schedules furnished in writing by or on behalf of each Loan Party to Lender in connection with the negotiation, preparation or delivery of this Agreement and the other Loan Documents or included herein or therein or delivered pursuant hereto or theret... | Label: Disclosures |
38662cb7-f756-4cf7-85d7-cddf9dfdf5e2 | Clause:
On the terms and subject to the conditions set forth herein, the Company agrees to employ the Executive as Vice President throughout the Employment Term (as defined below). At the request of the Board and without additional compensation, the Executive shall also serve as an officer and/or director of any or al... | Label: Positions |
9d019070-b95b-49bc-8a94-7f3ce71a707d | Clause:
The closing of the transactions contemplated by this Agreement (the “Closing”) shall occur on the Closing Date at such location as may be agreed to by the parties (including via exchange of electronic signatures). Concurrently with the Closing, the Company shall be permitted to sell promissory notes identical t... | Label: Closings |
82607359-6a96-4bdb-9598-6eeb067ba956 | Clause:
Provided there is no Event of Default, interest shall accrue at a rate of 0% (zero percent) and be paid on the Maturity Date (or sooner as provided herein) to the Holder or its assignee in whose name this Note is registered on the records of the Company regarding registration and transfers of Notes in cash or c... | Label: Interests |
5cf45190-cf96-4389-a646-7be10bad4930 | Clause:
Borrower has received consideration that is the reasonable equivalent value of the obligations and liabilities that Borrower has incurred to Agent and the Lenders. Borrower is not insolvent as defined in any applicable state, federal or relevant foreign statute, nor will Borrower be rendered insolvent by the ex... | Label: Solvency |
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