id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
b7afcbaa-396e-498e-8c18-665aca064a3e | Clause:
Our commitments and undertakings hereunder shall terminate in their entirety automatically without further notice or action by us at 11:59 p.m. New York City time on the earliest of (a) March 14, 2017, or if the Termination Date (as defined in the Acquisition Agreement) is extended pursuant to the first proviso... | Label: Terminations |
8af06322-21d1-4c95-ba63-18b207b996ef | Clause:
Each Option shall be exercisable in such installments (which need not be equal) and at such times as may be designated by the Committee or the Board as set forth in the Option Agreement. Unless otherwise provided in the Agreement, to the extent not exercised, installments shall accumulate and be exercisable, in... | Label: Vesting |
e7498796-1bbb-4459-b6c7-176f0f0bcc67 | Clause:
This Agreement and the obligations of the Members hereunder shall be construed and enforced in accordance with the laws of the State of Delaware, excluding any conflicts of law rule or principle which might refer such construction to the laws of another state or country. Each Member submits to the jurisdiction ... | Label: Governing Laws |
95ace8e4-b17d-4ace-8a1b-8ffe8b395189 | Clause:
Anything in this Agreement to the contrary notwithstanding, upon any termination of this Agreement, the provisions of Sections 7, 8, 9.1(c), 9.2(b), 9.2(d), 9.3(b), 9.6, 9.7 and 10 shall survive such termination. Any obligations of the parties incurred prior to any termination of this Agreement, including payme... | Label: Survival |
f075602a-5783-4ad0-89f0-5a792a68d09f | Clause:
The Lender shall have received for its own account, all fees, costs and expenses due and payable pursuant to Section 11.3 and the Proposal Letter.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbit... | Label: Expenses |
4d6b434b-6228-4e11-ab8e-fd3b3d5d1b0f | Clause:
The Company shall take such actions as are reasonably required in order for the Company to satisfy its obligations under this Warrant, including, without limitation, using reasonable best efforts in obtaining the approval of the holders of any class or series of capital stock or making any filings, in each case... | Label: Further Assurances |
a51af5ea-0170-4c8a-a207-38f325872517 | Clause:
Form any Subsidiary (other than (i) Borrower forming Ultralife UK Holdco in connection with the Accutronics Acquisition and (ii) a Subsidiary, the formation of which shall have been consented to in advance in writing by Lender and which shall have satisfied certain conditions precedent as may be required by Len... | Label: Subsidiaries |
16134732-2175-4de2-9df5-9dddecf4e442 | Clause:
The three closing of the sale and purchase of the Shares as well as the issuance of one hundred thousand (100,000) shares of Common Stock to the Purchaser (each, a “ Closing ”) shall take place at such times and places as the Company and Purchaser may mutually agree (each such date is hereinafter referred to as... | Label: Closings |
9be9a051-321e-474b-b12d-5333235b65a8 | Clause:
All notices, requests, demands, and other communications provided for by this Agreement will be in writing and shall be deemed sufficient upon receipt, when delivered personally or by a nationally-recognized delivery service (such as Federal Express), or three (3) business days after being deposited in the U.S.... | Label: Notices |
215596fb-7954-4f78-b9f9-265fd0a34a1d | Clause:
There shall be no Employer contributions (including Pay Deferral Contributions) after the date the Plan terminates. However, the Trust shall remain in existence, and all of the provisions of the Plan (other than the provisions relating to contributions) which in the sole opinion of the Trustee are necessary, sh... | Label: Vesting |
1f2842af-5997-4564-8765-cd08f17bd1e3 | Clause:
Commencing as of the Effective Date, Officer shall continue to receive an annual salary of $400,000.00 (the “ Base Salary ”), payable in accordance with the regular payroll practices applicable to senior executives of the Bank generally, but no less frequently than monthly, and less required deductions for st... | Label: Base Salary |
79ef3bb1-2ab0-4ca3-9a15-51f5b31d7cc3 | Clause:
Executive agrees that all matters relating to the content of this Agreement, including discussions leading up to this Agreement, are confidential. Executive agrees that, unless required to do so by law, s/he will not disclose the contents of this Agreement to any person or entity except his/her spouse, attorney... | Label: Confidentiality |
c81a091a-af07-48fb-b689-f99889cd0a63 | Clause:
During the Standstill Period, neither the Company nor IVA shall in any manner, directly or indirectly, make, or cause to be made, any statement, announcement or disclosure negatively commenting upon the Company, IVA or any of IVA’s affiliates (including through any press release or other publicly available form... | Label: Non-Disparagement |
5875129a-fe34-4a2e-8110-21fb5129638f | Clause:
The Company is not in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any indenture, debenture, mortgage, deed of trust or other material instrument or agreement to which it is a party or by which it or its property is bound and neither the exec... | Label: No Defaults |
69e23c74-3c7f-4e1a-9198-4e454313bb7c | Clause:
The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the reservation for issuance and issuance of the Purchase Shares and the Commitment Shares) will not (i) res... | Label: No Conflicts |
ae6bca79-08e7-4acd-97ac-19e0dd54de32 | Clause:
The Borrower agrees to pay on demand all reasonable expenses of Finnvera and the Administrative Agent (including the reasonable fees and out-of-pocket expenses of counsel to the Administrative Agent and counsel to Finnvera and of local counsel, if any, who may be retained by counsel to the Administrative Agent ... | Label: Expenses |
caa2d1bc-3c85-4ec0-8727-7da36e45d62e | Clause:
The Company’s obligation to deliver shares of Common Stock or pay cash in respect of any Award under the Plan shall be subject to applicable federal, state, and local tax withholding requirements. Federal, state, and local withholding tax due at the time of an Award, upon the exercise of any Option or SAR or up... | Label: Withholdings |
9978b2ab-fd26-4ff7-b088-c3e691531c11 | Clause:
Borrowers shall pay, indemnify, defend, and hold the Agent-Related Persons, the Lender-Related Persons, and each Participant (each, an “ Indemnified Person ”) harmless (to the fullest extent permitted by law) from and against any and all claims, demands, suits, actions, investigations, proceedings, liabilities,... | Label: Indemnifications |
87507553-ad78-4a3d-bb2e-10c71aba357a | Clause:
No provisions of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by the Executive and such officer as may be specifically designated by the Company. No waiver by either party hereto at any time of any breach by the other party... | Label: Miscellaneous |
c96f3a47-e6c3-4c10-a290-2fa09037ae99 | Clause:
Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is con... | Label: Duties |
a863e479-c854-4fe1-bca1-3c1ebd1e0060 | Clause:
Notwithstanding the forgoing, Lender acknowledges that any financial statement, report, notice, proxy statement, registration statement, prospectus or other document required to be delivered pursuant to this Section 9.1 shall (to the extent the same is required to be delivered to the SEC by Borrower or any of t... | Label: General |
6bb6c7e6-c927-4bd5-9e4e-78695c4338c5 | Clause:
The Borrowers hereby agree from time to time, as and when requested by Administrative Agent or Lenders, to execute and deliver or cause to be executed and delivered, all such documents, instruments and agreements and to take or cause to be taken such further or other action as Administrative Agent or Lenders ma... | Label: Further Assurances |
b8c8eee6-2a85-4a13-8963-fb650d72b98e | Clause:
This 2016 Outperformance Plan shall be construed, administered, and enforced in accordance with the laws of the State of California, without giving effect to the principles of conflict of laws of such State.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendm... | Label: Governing Laws |
d8f7e055-f5c6-4967-94b0-6e44e4fd2003 | Clause:
Comply, and cause each Subsidiary to comply with all applicable laws, rules, regulations and orders, such compliance to include compliance with ERISA and Environmental Laws, except to the extent that failure to so comply could not reasonably be expected to have a Material Adverse Effect. Without limiting the fo... | Label: Compliance With Laws |
e7461462-3262-491a-86fa-6d8940854501 | Clause:
Buyer shall have the right, with approval of Seller, before the Closing Date, to assign this Agreement or to have Seller convey, assign and transfer the Property at the Closing in accordance with this Agreement to any person or entity designated by Buyer in such notice; except that no approval of Seller shall b... | Label: Assignments |
0373611c-d331-435e-bd9b-d9acc8bde018 | Clause:
No rights hereunder may be assigned by Collaborator, directly or by merger or other operation of law, without the express prior written consent of Wistar. Any prohibited assignment of this Agreement of the rights hereunder shall be null and void. No assignment shall relieve Collaborator of responsibility for th... | Label: Assignments |
d955d018-31dd-4ac0-9520-180039d08c4e | Clause:
Executive shall be promptly reimbursed for his legal fees and expenses incurred in negotiating and drafting this Agreement in an amount not to exceed $5,000. Such reimbursement shall be conditioned upon Executive providing the Company with a written invoice from the law firm rendering such services.
Task: Clas... | Label: Expenses |
d05c79c9-1e13-4145-93af-aef1b8abf50c | Clause:
Employee shall be entitled to the number of paid vacation days that is consistent with existing Company policies for its Employee officers, and as provided for in the Compensation Schedule. Employee shall also be entitled to all paid holidays given by the Company to its Employee officers.
Task: Classify this ... | Label: Vacations |
8bdf1403-b709-40aa-aa45-dddcaeae91ac | Clause:
In the event that any of the provisions, or portions thereof, of this Agreement are held to be unenforceable or invalid by any court of competent jurisdiction, the validity and enforceability of the remaining provisions, or portions thereof, will not be affected, and such unenforceable provisions shall be autom... | Label: Severability |
097ed218-9597-4e9b-917a-4fdf511e120e | Clause:
All the covenants and provisions of this Warrant Certificate by or for the benefit of the Company or the Holder shall bind and inure to the benefit of the respective successors and assigns of the Company or the Holder under this Warrant Certificate.
Task: Classify this clause into ONE of these types (exactly o... | Label: Successors |
f26f3c13-0b23-429e-8027-8f71e72ad0f9 | Clause:
The Company shall reimburse Buyer for any and all expenses incurred by them in connection with the negotiation, preparation, execution, delivery and performance of this Agreement and the other agreements to be executed in connection herewith (“Documents”), including, without [imitation, reasonable attorneys’ an... | Label: Expenses |
2c2f089f-1b62-4990-afb4-a4caff340dbe | Clause:
GUARANTORS ACKNOWLEDGE AND AGREE, PURSUANT TO NEW YORK GENERAL OBLIGATIONS LAW SECTION 5-1401, THAT THIS GUARANTY AND THE OBLIGATIONS OF GUARANTORS HEREUNDER SHALL BE GOVERNED BY AND INTERPRETED AND DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
Task: Classify this clause into ONE of these ty... | Label: Governing Laws |
1f98efd9-dfda-4b64-b9a3-d96014ba4d6c | Clause:
The expenses necessary to administer the Plan shall be borne by the Company. Expenses include, but are not limited to, those involved in retaining necessary professional assistance from an attorney, an accountant or an actuary. The Company shall furnish the Committee with such ministerial, clerical and other ad... | Label: Expenses |
207aaac7-1441-4905-9ee5-0b0724ff6b66 | Clause:
If an entity, it is duly incorporated or otherwise organized, validly existing, and in good standing under the laws of its state of incorporation or organization.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, ... | Label: Organizations |
cf88135c-0ef8-41f4-a5f4-69c3acf513ed | Clause:
No term or condition of this Agreement shall be deemed to have been waived, nor, shall there be an estoppel against the enforcement of any provision of this Agreement, except by written instrument of the party charged with such waiver or estoppel. No such written waiver shall be deemed a continuing waiver, unle... | Label: Waivers |
2e3b3173-1cac-4114-98ab-bb17dd369069 | Clause:
Any amendment to this Agreement must be in writing signed by a Majority in Interest and the Manager. Notwithstanding the foregoing, the consent of all Members shall be required to any amendment to Section 4.2 of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments... | Label: Amendments |
bc146f9f-7e77-4543-b08d-b31c3e06372c | Clause:
Relocation Reimbursement ”). In addition, the Company shall pay to Executive a tax gross-up (the “ Termination Tax Gross-Up ”) for any federal, state, local or foreign income and employment taxes Executive is required to pay resulting from the Termination Relocation Reimbursement and from the Termination Tax Gr... | Label: Terminations |
c245d51c-3614-4066-bbd1-91869d49a58c | Clause:
No waiver of any provisions of this contract shall be effective unless it is in writing, signed by the party against whom it is asserted and any such waiver shall only be applicable to the specific instance to which it relates and shall not be deemed to be a continuing waiver.
Task: Classify this clause into O... | Label: Waivers |
7061b209-b52c-4ff6-9e88-2cffedc0add1 | Clause:
EACH DEBTOR HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR NEW YORK STATE COURT SITTING IN THE CITY OF NEW YORK, BOROUGH OF MANHATTAN IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT AND EACH DEBTOR HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RE... | Label: Submission To Jurisdiction |
e67714ca-212b-41ce-ab9c-562e56548c2d | Clause:
Neither Borrower nor Guarantor is in default of a material provision under any material agreement, instrument, decree or order to which it is a party or by which it or its property is bound or affected and assuming that this Agreement had been previously executed and delivered, no Default or Event of Default ha... | Label: No Defaults |
7bc3f8d8-26db-4e80-9cd7-3aa45cb3d98f | Clause:
The proceeds of the Advances will be used by the Borrower for the purposes described in Section 5.09. The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U). No proceeds of any Advance will be used to purchase... | Label: Use Of Proceeds |
ef55b67c-1f5f-4555-bd39-06add5ee7c7e | Clause:
EACH PLEDGOR AND AGENT HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT. EACH PLEDGOR AND AGENT ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP, THAT EACH HAS RELIED ON THE WAIVER IN ENTER... | Label: Waiver Of Jury Trials |
e90f99f2-e414-4d45-b499-680917d2b0f7 | Clause:
Neither the Security Agent nor any other Secured Creditor shall be obligated to compensate the Freight Forwarder for serving as agent hereunder. The Freight Forwarder acknowledges that the Company is solely responsible for payment of any compensation and charges. The Security Agent and Secured Creditors are not... | Label: Expenses |
70007cf4-0a2f-4461-a4a9-02d87ae3beb7 | Clause:
I acknowledge that my failure to comply with, or my breach of, any of the terms and conditions of this Agreement shall irreparably harm the Company, and that money damages would not adequately compensate the Company for this harm. Accordingly, I acknowledge that in the event of a threatened or actual breach by... | Label: Remedies |
8e60daf1-7aed-41d7-a658-2d8f37858891 | Clause:
Pay and discharge promptly when due all material Taxes imposed upon it or upon its income or profits or in respect of its property, before the same shall become delinquent or in default, as well as all lawful claims which, if unpaid, might give rise to a Lien (other than a Permitted Lien) upon such properties o... | Label: Taxes |
340f0e3d-33c0-4fa4-9674-9424c92a719d | Clause:
This Agreement may be executed in several counterparts, each of which is deemed to be an original but all of which 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 Laws, Approval... | Label: Counterparts |
df63362e-017b-47fa-b28b-6cd7eba329e4 | Clause:
Upon the earliest to occur of (i) the Participant’s termination of service as an Employee prior to the Determination Date for any reason other than a Qualifying Termination, or (ii) the Administrator’s determination that the Final Bonus Pool equals zero, the Participant shall forfeit all rights and interests un... | Label: Forfeitures |
13d02c0e-a4c3-4cf3-88d3-e052f6e163b6 | Clause:
None of the Administrative Agent or any Lender shall disclose any Confidential Information to any other Person without the consent of PPG, other than (a) to the Administrative Agent’s or such Lender’s Affiliates and their officers, directors, employees, agents and advisors; (b) as contemplated by Section 9.07(f... | Label: Confidentiality |
a40bb74e-0459-4bf4-90be-c554146ab7a3 | 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 each Purchaser, severally and not jointly, agrees to purchase, such Purchaser’s Closing Subscripti... | Label: Closings |
cbcd3c9d-a3f4-420c-a25f-88a950d9544c | Clause:
The parties agree that each of them and/or their respective counsel has reviewed and had an opportunity to revise this Amendment and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party will not be employed in the interpretation of this Ame... | Label: Construction |
4bedac36-1abe-42a4-8964-26167b7b4116 | Clause:
In the event of a Change in Control or a Disaffiliation, the Purchase Right of each Participant (in the case of a Change in Control) or the Purchase Right of each Participant employed by the Designated Subsidiary or business segment that ceases to be a Designated Subsidiary or business segment pursuant to the D... | Label: Change In Control |
7b0bd59a-5f64-4353-bd35-ad7847308e50 | Clause:
No Default or Event of Default has occurred and is continuing other than the Alleged Defaults.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizati... | Label: No Defaults |
d07f5eb0-9d41-4171-9d5a-595ad42fa11b | Clause:
The representations and warranties of each Loan Party contained in the Amended and Restated Credit Agreement as modified hereby are true and correct in all material respects (without duplication of any materiality qualifier contained therein) on and as of the date hereof as though made on and as of the date her... | Label: Representations |
82c6b6c4-aa5e-4ea6-8f84-5de0fb224fb7 | Clause:
This Agreement shall commence on the Effective Date, and unless terminated earlier as provided in this Article 10, shall continue in full force and effect until Licensee has no remaining payment obligations to Angionetics. Upon expiration (but not an earlier termination) of this Agreement, Licensee shall have a... | Label: Terms |
0e6ba459-864d-4eb0-b16b-c3e421942570 | Clause:
Except as set forth on Section 4.9 of the Seller Disclosure Schedule, there is no action, suit, proceeding, claim, arbitration or litigation (each, an “ Action ”), in each case Related to the Business, pending or, to the Seller’s Knowledge, threatened in writing against the Seller, which would reasonably be exp... | Label: Litigations |
3fd9232a-bfd0-4a75-b57c-c89779302210 | Clause:
The Participant acknowledges that the RSUs are subject to modification and termination in certain events as provided in this Agreement , and as provided for in the Plan.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable... | Label: Adjustments |
61146b54-8104-434b-ae3c-4b135326de41 | Clause:
Along with the other Second Lien Loan Documents, this Agreement is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. Along with the Sec... | Label: Entire Agreements |
2972c0ca-3c73-413e-a7f3-b07f26318660 | Clause:
The Administrative Agent shall not have any duties or obligations except those expressly set forth herein. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing,... | Label: Duties |
73f65132-c30a-4964-ac8a-b7d14aa7022f | Clause:
The terms and provisions of the Loan Documents shall be binding upon and inure to the benefit of the Borrower and the Lender and their respective successors and permitted assigns, except the Borrower shall not have the right to assign its rights or obligations under the Loan Documents without the prior written ... | Label: General |
13dec5a4-1af6-4820-8979-4e8d2082a213 | Clause:
Except as otherwise determined by the Committee at the date of grant or thereafter, upon Termination of Service during the applicable deferral period or portion thereof to which forfeiture conditions apply (as provided in the Award Agreement evidencing the Restricted Stock Units), or upon failure to satisfy any... | Label: Forfeitures |
08d86628-7728-4760-9d38-da77b2f5bcbf | Clause:
This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without any effect whatsoever on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the First Closing has not been consummated on or before January 29, 2... | Label: Terminations |
ecfbd48f-6885-4f05-b902-c7848dbfa8b0 | Clause:
StemCells represents and warrants that it has made no assignment, sublease, transfer or other disposition of the Premises or any interest in the Lease; or any demand, obligation or cause of action arising out of the Lease, and StemCells agrees that it will make no such assignment, transfer or other disposition.... | Label: Assignments |
32501c68-ba9e-4ab9-831f-bf3763e33406 | Clause:
Any amounts payable to Micron hereunder and not paid within the time period provided shall accrue interest, from the time such payment was due until the time payment is actually received, at the rate of [***] percent ([***]%), compounded annually or the highest rate permitted by Applicable Law, whichever is low... | Label: Interests |
f5ea6fcb-1fef-484b-ba14-c9c981b6f9f1 | Clause:
The properties of the Borrower and its Restricted Subsidiaries are insured with financially sound and reputable insurance companies, in such amounts (after giving effect to any self-insurance reasonable and customary for similarly situated Persons engaged in the same or similar businesses as the Borrower and it... | Label: Insurances |
ce00126f-1ee7-4f3b-aff3-25acb486c40e | Clause:
Any notices or communications required in this Note or permitted to be given shall be in writing and delivered personally, by a recognized courier service, by a recognized overnight delivery service, by facsimile or by registered or certified mail, postage prepaid, at the applicable address or facsimile number ... | Label: Notices |
dc7290b7-0e3b-4cac-8aa8-40a4b0e04561 | Clause:
Seller is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own, lease and operate the Twin Lakes Assets, to carry on its business as now conducted and to perform its obligations under... | Label: Organizations |
87679ac2-8caf-4bcf-88c9-33ed085f62cf | Clause:
With respect to any suit, action or proceeding relating to any offers, purchases or sales of the Securities by the undersigned, the undersigned irrevocably submits to the jurisdiction of the federal or state courts located in the State of New York which submission shall be exclusive unless none of such courts h... | Label: Submission To Jurisdiction |
9ea2b8e8-a402-46dd-bbc2-3d60fdf07f76 | Clause:
The Company or its subsidiaries may withhold from any benefits payable under this Agreement all federal, state, city or other taxes that will be required pursuant to any law or governmental regulation or ruling.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Am... | Label: Tax Withholdings |
75fe5d90-2f8c-4a2c-bad6-096a4894f47d | Clause:
With respect to each Required Consent, prior to Closing, Seller shall send to the holder of each such Consent a notice in compliance with the contractual provisions applicable to such Consent seeking such holder’s consent to the transactions contemplated hereby (including the Transactions). Prior to Closing, Se... | Label: Consents |
bd3023c0-73fe-48df-9db9-46cac2bf4acc | Clause:
Upon the exercise of a SAR, the Company shall pay to the Participant an amount equal to the number of shares of Common Stock subject to the SAR that are being exercised multiplied by the excess of the Fair Market Value of one (1) share of Common Stock on the exercise date over the Strike Price, less an amount e... | Label: Payments |
a4bad574-bc6a-4afd-8d15-80c8e57d0563 | Clause:
The Company, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, in accordance with the provisions of Section 11 hereunder, will pay the following expenses all incident to the performance of its obligations hereunder, including, but not limited to, expenses re... | Label: Expenses |
9fd56846-35fd-46b3-b009-e30d2cde8d21 | Clause:
Each Loan Party maintains the insurance and required services and financial assurance as required by Section 7.01(h). Schedule 6.01(s) sets forth a list of all insurance policies maintained by each Loan Party on the Effective Date. Each Loan Party shall take all actions required under the Flood Laws and/or reas... | Label: Insurances |
add6fd36-7c7c-4680-9494-13fb3e270bf9 | Clause:
In addition to any compensation received pursuant to this Section 4, the Company will reimburse or advance funds to the Executive for all reasonable documented travel (including travel expenses incurred by the Executive related to his travel to the Company's other offices), entertainment and miscellaneous expen... | Label: Expenses |
1277fa26-51e3-4997-a9f2-cf51e413ecda | Clause:
(a) There are no actions, suits, proceedings or investigations by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any of its Subsidiaries that could reasonably be expected, individually or in the aggregate, ... | Label: Litigations |
2f200cd1-2abc-44a3-a73e-e55bb734f9ea | Clause:
This Agreement may be altered, modified, or amended only by a written instrument duly executed by each of the Members.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns... | Label: Amendments |
7bba8997-7468-4d6a-8fb5-d42b4ddda195 | Clause:
As of the Effective Date, there is no pending or, to the knowledge of the Borrower, threatened litigation, action, proceeding, or labor controversy affecting the Borrower or any of its Subsidiaries, or any of their respective properties, businesses, assets or revenues, which would reasonably be expected to caus... | Label: Litigations |
9a8fff7f-50c3-486c-85f7-7a2d54f73939 | Clause:
Each of Holdings and its Subsidiaries has (i) good, sufficient and legal title to (in the case of fee interests in real property), (ii) valid leasehold interests in (in the case of leasehold interests in real or personal property), and (iii) good title to (in the case of all other personal property), all of the... | Label: Titles |
0388cce6-54f9-41b3-8f86-d71169721cd3 | Clause:
The Company shall use the net proceeds from the sale of the Securities hereunder for working capital purposes and shall not use such proceeds for: (a) the satisfaction of any portion of the Company's debt (other than payment of trade payables in the ordinary course of the Company's business and prior practices)... | Label: Use Of Proceeds |
ee521908-23ad-4c0d-862a-c8c77e74ef33 | Clause:
Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or other obligations shall be released promptly (and in any event within two (2) Business Days), together with all interest, if any, that has accrued on such amount, following (i) the elimination of the applicable Fronting... | Label: Releases |
4c974fe4-e705-4523-9a57-9dde1a056c1a | Clause:
All notices and all other communications provided for in the Agreement shall be in writing and addressed (a) if to the Company, (i) at its principal office address or such other address as it may have designated by written notice to the Executive for purposes hereof, directed to the attention of the Board with ... | Label: Notices |
780d91c8-96f1-4881-9bfb-72640f095246 | Clause:
If not previously paid in accordance with the Loan Agreement, the Note Amount will be due and payable ____________, 2017 [ 18 months from the date of issuance] (the "Maturity Date"), subject to acceleration upon the occurrence of an Event of Default. Maker shall have the right to prepay the Note Amount from t... | Label: Payments |
82f53932-1828-4cad-a385-a995bc125cd5 | Clause:
This Unwind Agreement, the schedules attached hereto and the other documents in connection with this transaction contain the entire agreement between the parties with respect to the subject matter hereof and supersede all prior arrangements and understandings, both written and oral, expressed or implied, with r... | Label: Entire Agreements |
7a679192-8fd0-45b6-8268-27fb93647964 | Clause:
Schedule 3.09 sets forth the name of, type of entity, and the direct or indirect ownership interest or other investment of Holdings and its Subsidiaries (including the legal structure) and identifies each Subsidiary of Holdings that is a Loan Party, in each case as of the date of this Agreement.
Task: Classify... | Label: Subsidiaries |
6aa86406-ec5a-40b0-a40b-9335260e0b48 | Clause:
All questions concerning the construction, validity and interpretation of this Agreement, and the performance of the obligations imposed by this Agreement, shall be governed by the laws of the State of Delaware applicable to contracts made and wholly to be performed in that state.
Task: Classify this clause in... | Label: Governing Laws |
61fb3bae-c43b-41b0-ac52-e3a45e3de6b4 | Clause:
At the Closing, the Company hereby authorizes the Buyer, as detailed in the disbursement memorandum of even date, to pay the Buyer’s legal counsel directly in the amount of $3,500.00, which such amount shall be withheld from the proceeds relating to the first tranche of $25,000.00, as further described in the N... | Label: Expenses |
fe68b7f3-7fdc-40fb-b29e-3dc0c8fcae37 | Clause:
(a) Be an “enemy” or an “ally of the enemy” within the meaning of Section 2 of the Trading with the Enemy Act of the United States of America (50 U.S.C.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approva... | Label: Anti-Corruption Laws |
b1671ae8-8437-4c11-b461-d21f5c0e37b9 | Clause:
The Lenders agree to indemnify each Agent and each Issuing Bank, in each case in its capacity as such (to the extent not reimbursed by Parent or the Borrower and without limiting the obligation of Parent or the Borrower to do so), in the amount of its pro rata share (based on its aggregate Revolving Facility Cr... | Label: Indemnifications |
1356a9a9-18eb-4dee-85cb-fd55bc231c84 | Clause:
Records and files which are in Seller’s Possession relating to the current operation and maintenance of the Property, including, without limitation, current tax bills, current water, sewer, utility and fuel bills, billing records for tenants, repair and maintenance records and the like which affect or relate to... | Label: Records |
7819a720-2ea1-416f-b246-cca1ef1c53dc | Clause:
Subject to the terms and conditions of this Agreement, Biomet shall sell to BioCardia at the Transfer Price (as defined below) such quantities of the Product as may be specified in purchase orders submitted by BioCardia to Biomet pursuant to Section 2.2 below from time to time during the Term. For clarity, prio... | Label: General |
f77675df-2dc1-4334-893d-cb6bc7208543 | Clause:
If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in... | Label: Severability |
28872e91-5e6b-4034-b513-b0603cfda5ab | Clause:
FLIC agrees to indemnify Executive, to the fullest extent permitted under applicable law and as provided in FLIC’s Certificate of Incorporation, Bylaws and directors’ and officers’ liability insurance policy, against all expenses and liabilities reasonably incurred by Executive in connection with or arising out... | Label: Indemnifications |
d8cdb28a-59f3-4ef8-a478-a2fc236c263f | Clause:
Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Lien upon or with respect to any of its properties, whether now owned or hereafter acquired; file or suffer to exist under the UCC or any Requirement of Law of any jurisdiction, a financi... | Label: Liens |
1a8d0568-db79-406b-920b-eb4f169ed3b3 | Clause:
The Company has provided to Buyer its internal financial records for 2014 and 2015. Such financial records are complete and accurate in all material respects and reflect bona fide arms-length transactions.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendmen... | Label: Financial Statements |
c1ddcde3-2184-475b-afef-7395f2a77502 | Clause:
The provisions of this Agreement shall be severable in the event that any of the provisions hereof (including any portion thereof) are held by the Nevada Court (or if applicable, the arbitrator) to be invalid, illegal, void or otherwise unenforceable, and the remaining provisions shall remain enforceable to the... | Label: Severability |
aef95a95-8679-4d87-b81e-03fba75d6316 | Clause:
Priveco is a corporation duly organized, validly existing and in good standing under the laws of Hong Kong and has the requisite corporate power and authority to own, lease and to carry on its business as now being conducted. Priveco is duly qualified to do business and is in good standing as a corporation in e... | Label: Organizations |
edbf62ce-7a65-4d57-9d2c-f25372e4bb01 | Clause:
Notwithstanding Article 5 of this Agreement, the Parties acknowledge that this Agreement constitutes the entire agreement of the Parties with respect to the subject matters therein and supersede and replace all prior or contemporaneous agreements and understandings, whether oral or in writing.
Task: Classify t... | Label: Entire Agreements |
68782cbe-f51c-418d-8e2d-383f21062775 | Clause:
Applicant will indemnify and hold harmless each Indemnified Party from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys’ fees and disbursements) that arise out of or in connection with: (i) this Agreement and the Credit, (ii) any payment or actio... | Label: Indemnifications |
a358785e-7534-4daf-80f4-ea8afd159a87 | Clause:
The Executive is hereby terminated on the Effective Date other than for Cause, pursuant to Section 5(c) of the Employment 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: Terminations |
e6cb68b9-457a-4ac0-a77a-dcc11b4394ef | Clause:
Unless otherwise defined herein, the capitalized terms used herein shall have the same meaning set forth in the Lease.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns... | Label: Defined Terms |
c31979a7-bfc8-4b3f-8c35-7b6bf9a20062 | Clause:
This Award Agreement shall be construed and interpreted in accordance with the laws of the State of Delaware, without regard to the principles of conflicts of law thereof. Notwithstanding anything contained in this Award Agreement, the Grant Notice or the Plan to the contrary, if any suit or claim is instituted... | Label: Governing Laws |
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