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1dddc33f-8b51-4444-a710-f1945dedf991
Clause: Any notice, request, approval, consent or other communication required or contemplated by this Lease must be in writing, unless otherwise in this Lease expressly provided, and may be given or be served by depositing the same in the United States Postal Service, postpaid and certified and addressed to the party ...
Label: Notices
5aa36ac0-ca75-4d84-a7dc-ed66040f8102
Clause: LXRT has all requisite authority and power, Licenses, authorizations, consents and approvals to enter into and deliver this Agreement and any of the other Transaction Documents to which LXRT is a party and any other certificate, agreement, document or instrument to be executed and delivered by LXRT in connectio...
Label: Authority
a073b94f-bc18-4621-b02b-acb29e278388
Clause: As of the Effective Date, the term of the Lease shall be extended through December 31, 2024. 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, Authorization...
Label: Terms
4e473b49-b0fe-46bb-9715-7780b673f63b
Clause: No Default or Event of Default has occurred and be continuing under the Facility Documents. 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...
Label: No Defaults
a455ff90-0d04-4d54-8497-726090f31534
Clause: The Seller will not, directly or indirectly, use the proceeds of Purchases or Reinvestments, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person, (i) to fund any activities or business of or with any Person, or in any country or territory that, ...
Label: Sanctions
c4fa1aa1-43d6-4abf-840d-0d03d97da189
Clause: (a) The US Borrower agrees to pay to the Administrative Agent for the account of each Lender a facility fee (the “ Facility Fee ”), which shall accrue at the Applicable Fee Rate on the daily amount of the Commitment of such Lender (whether used or unused) during the period from and including the Effective Date ...
Label: Fees
06813335-7fc0-4967-bf96-4a2973a452a5
Clause: The Parties acknowledge that none of the transactions contemplated by this Agreement, the Separation and Distribution Agreement, or any other Ancillary Agreement will trigger a payment or distribution of compensation under any of the Grace Nonqualified Plan or GCP Nonqualified Plan for any participant and, cons...
Label: Participations
44ec52f3-9b7f-4812-bd19-26f2b1c0dbac
Clause: The proceeds of the B Term Loans and the proceeds of the Revolving Credit Loans made on the Closing Date will be used to repay the debt outstanding under the Original Financing Agreements and to pay transaction fees and expenses and for general corporate purposes.  On and after the Closing Date, proceeds of any...
Label: Use Of Proceeds
4e8959dc-915f-456b-ad5b-93b7484687b5
Clause: If any provision of this Agreement is found to be illegal or unenforceable, such finding shall not invalidate the remainder of this Agreement, and that provision shall be deemed to be severed or modified to the minimum extent necessary to equitably adjust the Parties’ respective rights and obligations under thi...
Label: Severability
096aa697-46b7-4335-8b93-533ef1e99861
Clause: The titles and headings to the various provisions of this Lease have been inserted for convenient reference only and shall not to any extent have the effect of modifying, amending or changing the expressed terms and provisions of this Lease. Task: Classify this clause into ONE of these types (exactly one label...
Label: Headings
847c2666-a7b6-4ad6-957d-511b445b0ff1
Clause: The parties recognize and agree that if for any reason any of the provisions of this Agreement are not performed in accordance with their specific terms or are otherwise breached, immediate and irreparable harm or injury would be caused for which money damages would not be an adequate remedy. Accordingly, each ...
Label: Specific Performance
8e7a2915-d30e-4f06-9515-ce35abb82c1b
Clause: The terms of this Article shall survive the termination of this Agreement and the Closing. 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,...
Label: Survival
9c597472-7eb4-4e91-af7a-cc16a13f57c4
Clause: THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT REFERENCE TO THE CONFLICTS OF LAW PRINCIPLES THEREOF OTHER THAN SECTION 5 -1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW). Task: Classify this clause into ONE of these types (exactly one label): Adjus...
Label: Governing Laws
94fbc741-74e9-4747-8d3b-11601737311f
Clause: The Company or its affiliates, as applicable, may withhold from any amounts payable or benefits provided under this Agreement such federal, state, local, foreign or other taxes as will be required to be withheld pursuant to any applicable law or regulation. Notwithstanding the foregoing, Executive will be solel...
Label: Withholdings
46834875-093f-4579-b966-4e7f1e51d4e9
Clause: During the Term, Executive shall be entitled to four weeks paid vacation each calendar year, in accordance with the Company’s vacation policy to be taken at such times as may be mutually agreed by Executive and the Company.  Unused vacation in any calendar year shall be carried over to the next calendar year; p...
Label: Vacations
5c09bcd7-4a04-466b-bc2a-d25b75aa29e1
Clause: This Agreement will be governed by and construed in accordance with the laws of the State of Texas without regard to conflicts of law principles. Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitr...
Label: Governing Laws
2b488213-7929-4225-bf65-06c7f999ab5c
Clause: Each Consolidated Party has good record title to, or valid leasehold interests in, or easements or other limited property interests in, all Real Property necessary in the ordinary conduct of its business, free and clear of all Liens except (a) as set forth on Schedule 5.07 , (b) minor defects in title that do n...
Label: Liens
790bd02d-be2f-4187-b0d4-f6d24292fb46
Clause: The Asset Representations Reviewer will cooperate with and provide information to the Issuer regarding the Asset Representations Reviewer’s compliance with this Section 4.9 . The Asset Representations Reviewer and the Issuer agree to modify this Section 4.9 as necessary from time to time for either party to com...
Label: Modifications
429f2160-7b9f-429c-854c-ba70a933a0bb
Clause: Conduct its business in compliance with the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010 and other similar applicable anti-corruption legislation in other jurisdictions and maintain policies and procedures designed to promote and achieve compliance with such laws. Task: Classify...
Label: Anti-Corruption Laws
7d85f40d-8aa4-4762-9963-fb297c584e6a
Clause: All unvested Options are cancelled as of the termination date. Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Bind...
Label: Terminations
5e00b41b-9620-4b35-9ac8-7c5d36071d70
Clause: Notices and all other communications contemplated by this Plan shall be in writing and shall be deemed to have been duly given when personally delivered or when mailed by U.S. registered or certified mail, return receipt requested and postage prepaid. In the case of the Participant, (i) mailed notices shall be ...
Label: General
c1558a7c-c98a-49ca-ab5c-e51e29522b38
Clause: The Parties agree that this Amendment has been or may be executed in several counterparts, each of which shall be deemed an original, and all counterparts shall together constitute one and the same instrument. Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amen...
Label: Counterparts
f426ddf3-dc81-4558-aec1-e2a4550d2db2
Clause: Anything contained in this Agreement to the contrary notwithstanding, the provisions of Sections 6, 7, 8, 9, 13, 14, 15 and 17, (and the other provisions of this Agreement to the extent necessary to effectuate the survival of Sections 6, 7, 8, 9, 13, 14, 15 and 17), shall survive termination of this Agreement a...
Label: Survival
8063bb78-8d24-4951-8117-052c6039598d
Clause: (a) (i) To the extent delivered, if any, the unaudited consolidated balance sheet of the Borrower and its Subsidiaries for the fiscal quarter of the Borrower ended after the close of its most recent fiscal year and at least forty-five (45) days prior to the Effective Date and the related consolidated statements...
Label: Financial Statements
1d2f2679-2622-48f0-b135-198d0b155364
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 $3,000,000 of ...
Label: Closings
75d5dbc0-e438-4a03-a403-ddaa3d5d3153
Clause: This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof. Any provision of this Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is sign...
Label: Entire Agreements
baa5adbe-8e78-4405-90db-6b19b8ed22f3
Clause: Any amendment, supplement or modification of or to any provision of this Agreement, shall be effective only if it is made or given by an instrument in writing (excluding any email message) and signed by the Company and Holder. Task: Classify this clause into ONE of these types (exactly one label): Adjustments,...
Label: Amendments
e94756f4-ade3-405c-b42a-d748f369043c
Clause: In case any one or more of the provisions contained of this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect the other provisions of this Agreement, which shall be construed as if such invalid, illeg...
Label: Severability
656bfc48-1e41-4939-ad64-78f04f114ce2
Clause: Except for termination of a Guarantor’s obligations hereunder as provided in Section 5.14 , each Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any Guarantor and without notice to or further assent by any Guarantor: (a) any demand for payment of any of...
Label: Amendments
c8bb33d4-16ea-48f9-bd41-e0d77197fb24
Clause: This Agreement and all questions relating to its validity, interpretation, performance and enforcement shall be governed by and construed, interpreted and enforced in accordance with the internal laws of the State of New York, without regard to conflicts of laws principles thereof. Any legal suit, action or pro...
Label: Governing Laws
7f2cfb4d-fc52-45a7-ba3a-619345ff2555
Clause: The Borrower will, and will cause each of its Restricted Subsidiaries to, comply with all Requirements of Laws (including Environmental Laws) and Orders applicable to it or its property, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material...
Label: Compliance With Laws
64f175b0-aa4c-44a6-990f-a1ab54438f1d
Clause: Borrower shall give prompt notice to Lender of any litigation or governmental proceedings pending or threatened in writing against any Individual Property, Borrower, Manager (but only as it relates to any Individual Property and only if Borrower has received notice of any such litigation or governmental proceed...
Label: Litigations
c8c44ff6-10a2-4f78-ae25-f0a44bc4d18d
Clause: The words “include,” “includes” and “including” when used herein shall be deemed in each case to be followed by the words “without limitation.”  The titles and subtitles used in this Agreement are used for convenience only and are not considered in construing or interpreting this Agreement. Task: Classify this...
Label: Interpretations
6abf177d-e420-4f4a-81a4-045e347b74af
Clause: Each Co-Borrower and each Subsidiary is in compliance in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its properties, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being conte...
Label: Compliance With Laws
4f6dc035-e6ef-4007-9083-9a30c79e3535
Clause: The parties agree that any and all disputes, claims or controversies arising out of or relating to this Agreement that are not resolved by mutual negotiation shall be submitted to final and binding arbitration before the AAA, or its successor, pursuant to the United States Arbitration Act, 9 U.S.C. Sec. 1 et se...
Label: Arbitration
c5448e88-ce18-415e-b217-e950b0f3fabd
Clause: During the period of Executive’s employment with the Company, Executive shall not: (i) engage in any activity which conflicts or interferes with or derogates from the performance of Executive’s duties hereunder nor shall Executive engage in any other business activity, whether or not such business activity is p...
Label: No Conflicts
6b33e6b2-6891-4e7d-89dd-a54b1adf8190
Clause: The Company shall not, nor shall it permit any Subsidiary to, enter into any Sale and Leaseback Transaction, other than Sale and Leaseback Transactions in respect of which the net cash proceeds received in connection therewith does not exceed $50,000,000 in the aggregate during any fiscal year of the Company, d...
Label: Sales
b35adc4e-cc51-4a27-a089-20f885d0dc46
Clause: The provisions set forth in this Section 12 shall apply to this Agreement, as well as all other Transaction Documents and Additional Investment Documents as if these terms were fully set forth therein; provided, however , that in the event there is a conflict between any provision set forth in this Section 12 a...
Label: Miscellaneous
af603fd9-1c9a-4dc8-96eb-987245b42980
Clause: All issues and questions concerning the relative rights and obligations of the Company and the Holders under this Agreement and the construction, validity, interpretation and enforceability of this Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without givin...
Label: Governing Laws
5bc49eaa-87a2-4f1a-a094-81408fe0dfe7
Clause: The Borrower acknowledges that in the event the Borrower or any of its Subsidiaries fails to perform, observe or discharge any of their respective obligations or liabilities under this Agreement or any other Loan Document, any remedy of law may prove to be inadequate relief to the Administrative Agent, the Arra...
Label: Enforcements
a044abf9-b73f-4f13-8115-a5dc455461c3
Clause: Each of the representations and warranties of the Company in this Agreement and the other transaction documents shall be true and correct in all material respects as of such Closing, except for representations and warranties that speak as of a particular date, which shall be true and correct in all material res...
Label: Warranties
b0ad9299-b29e-4123-b710-d6ceccba30e2
Clause: There shall not be: (i) pending by or before any Governmental Authority any Proceeding that (A) seeks to frustrate, prevent or restrict the consummation of the Transactions on their terms, and the conferring upon the Purchaser and the Company all of their respective rights and benefits, contemplated by this Agr...
Label: Litigations
be69a21f-374a-4475-a58c-5a65a7f48b85
Clause: (a)  Payments Free of Taxes . Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of an applicable w...
Label: Taxes
6c39cf76-fc8c-4fee-ac60-bc1cb7dd75d2
Clause: The obligations of Borrowers under Sections 2.2(f), 2.2(g), 2.2(h), 3.7, 3.8, 3.9, 3.10, 16.5 and 16.9 and the obligations of Lenders under Sections 2.2, 2.15(b), 2.16, 2.18, 2.19, 14.8 and 16.5, shall survive termination of this Agreement and the Other Documents and payment in full of the Obligations (other th...
Label: Survival
63ab6a8b-1ec9-4c6c-be21-245232a49222
Clause: During the first year of the Term, the Company shall pay to Employee an annual base salary (the “ Base Salary ”) of $325,000. For each successive twelve-month period during the Term, commencing with the twelve-month period beginning on January 1, 2017, the Company shall pay to Employee a Base Salary of no less ...
Label: Base Salary
62658fff-5e3b-46a1-b061-319efcd9b239
Clause: Unless earlier terminated by mutual written agreement of the Parties, the term of this Agreement, including the licenses granted under this Agreement, shall be from the Effective Date until the date of Expiration of the last to Expire Pooled Patent (the “ Term ”). Neither Party may terminate this Agreement exce...
Label: Terms
d8071264-9d89-42ba-af9c-fc916c236089
Clause: Each Party will cause its Affiliates and Sublicensees to comply with the obligations in this Section 12.3 ( Effects of Termination ). Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assig...
Label: Cooperation
8367856b-9bc0-41ee-a3b7-619c8bff5861
Clause: This Agreement shall be construed and enforced in accordance with and governed by the laws of the State of North Carolina, without giving effect to the choice of law rules of any jurisdiction. The parties agree that any litigation arising out of or related to the Option or this Agreement will be brought exclusi...
Label: Venues
f67452ae-8dc3-47cf-8e51-ad4b07707b8f
Clause: Such Stockholder has full power and authority to execute and deliver this Agreement, to perform his obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by such Stockholder, and, assuming this Agreement constitutes a valid and binding ...
Label: Authorizations
e6dd5ca2-caf4-43d2-8ded-c6d05d302187
Clause: This Agreement shall terminate upon the later of (x) the expiration of the Standstill Period and (y) the conclusion of the 2017 Annual Meeting, provided that Section 7 of this Agreement shall survive as provided in the Confidentiality Agreement. Task: Classify this clause into ONE of these types (exactly one l...
Label: Terminations
6394c0f5-2cd8-4697-bec2-78d71766311f
Clause: Subject to any applicable provisions of United States federal law (including, without limitation, Section 423(b) of the Code), and except to the extent expressly provided herein or in connection with other matters of corporate governance and authority (all of which shall be governed by the laws of the Company’s...
Label: Governing Laws
027b4d11-a59e-4c7e-bf9d-7e3fb4ed98ce
Clause: The Credit Parties shall jointly and severally indemnify each Recipient, within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section) payable or paid by such Recipient, or requi...
Label: Indemnifications
4457b100-4ff0-4a1a-a675-7af5736351df
Clause: The Company shall reimburse Employee for all reasonable, ordinary and necessary expenses (including, but not limited to, automobile and other business travel and customer entertainment expenses) incurred by him in connection with his employment hereunder; provided , however , Employee shall render to the Compan...
Label: Expenses
549e39bb-b154-411c-bd52-4fa09a4c3ab2
Clause: The foregoing representations and warranties shall survive the Closing. The Company acknowledges and agrees that the representations contained in Section 3.2 shall not modify, amend or affect such Purchaser’s right to rely on the Company’s representations and warranties contained in this Agreement or any repres...
Label: Survival
d41f151e-1b44-42ce-9cc0-b1e4b33da2da
Clause: The closing of the sale of Shares contemplated hereby (the “ Closing ”) shall occur immediately prior to and on the day of the closing of the Nexeo Business Combination. Upon prior notice by the Company, the undersigned shall deliver as soon as reasonably practicable on the expected date of the Closing (and pri...
Label: Closings
2a749bd6-88d0-4007-b8ff-4f593ec10321
Clause: This Assignment and Acceptance shall be delivered to the Administrative Agent with a processing and recordation fee of $3,500.00 12 . Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assig...
Label: Fees
fcfb1fa3-dbbf-4505-882d-1890fe2eca12
Clause: Each Party shall use commercially reasonable efforts to cooperate with the other Party to share, retain and maintain data and records that are necessary or appropriate to further the purposes of this Section 2.4 and for each Party to administer its respective benefit plans, policies, arrangements or programs to...
Label: Cooperation
c76bb102-92e9-4287-a27d-4d31c26a22d3
Clause: If any provision of the Plan or any Cash Incentive is determined to be invalid, illegal or unenforceable in any jurisdiction, or as to any person, or would disqualify the Plan or any Cash Incentive under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform t...
Label: Severability
7789b98c-f1b0-448e-ad22-8720cf49ebc6
Clause: Based on the consolidated financial condition of the Company as of the Closing Date after giving effect to the receipt by the Company of the proceeds from the sale of the Securities hereunder, (i) the fair saleable value of the Company's assets exceeds the amount that will be required to be paid on or in respec...
Label: Solvency
7230c3d4-ae3b-470e-ae39-133f4396ca50
Clause: This Agreement contains the entire agreement and understanding between the parties with regard to the subject matter hereof, and supersedes all prior and contemporaneous oral or written agreements and representations with respect to such subject matter. This Agreement may be modified or amended only in a writin...
Label: Entire Agreements
3bd29793-a5ad-4ffc-bb1f-c9344bffe8ff
Clause: The execution and delivery of this Agreement and the performance by it of the transactions contemplated hereby have been duly authorized by all necessary corporate action and will not violate (a) such Party’s certificate of incorporation or by-laws, (b) any agreement, instrument or contractual obligation to whi...
Label: Authorizations
d8b0a27e-6350-4b54-95d3-e33a9f679730
Clause: (a)   Interest and fees payable pursuant hereto shall be calculated on the basis of a 360-day year for the actual days elapsed.  The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of each determination of a Federal Funds Rate.  Any change in the interest rate on a...
Label: Fees
e234c2d1-d43d-4467-a8d3-9d4c559fb61d
Clause: Except as described in the SEC Reports or on Schedule 3.1(h) , Except as described in the SEC Reports, a  The Form 8-K described in Section 4.4, upon its filing, will comply in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and will not contain any untrue ...
Label: Financial Statements
8321796d-7771-4e4e-8412-451f7d0c14f8
Clause: This Amendment and all other Loan Documents executed pursuant hereto shall be governed by and construed in accordance with the applicable law pertaining in the State of New York, other than those conflict of law provisions that would defer to the substantive laws of another jurisdiction. This governing law elec...
Label: Applicable Laws
2705945c-41b9-4f48-bda3-7b60d0a93974
Clause: No amendment or waiver of any provision of this Agreement, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Lender. It is acknowledged and agreed that the exercise by PPG of its rights under Section 2.04(b) shall not be...
Label: Amendments
d1983376-3cea-48c7-b1fd-75e0a0f9d839
Clause: This Agreement has been negotiated and delivered to the Warrantholder in the State of California, and shall be deemed to have been accepted by the Warrantholder in the State of California. Delivery of Common Stock to the Warrantholder by the Company under this Agreement is due in the State of California. This A...
Label: Governing Laws
4bc88263-367e-417e-8b66-575b9f50413c
Clause: Unless sooner terminated or modified under the provisions of this Agreement, the Option shall continue and shall automatically expire at midnight on _____________ , the ___ anniversary of the Option grant. Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendmen...
Label: Terms
1554f257-4a7e-4904-bb9e-f6eaa2bea932
Clause: Each Borrower shall immediately notify the Borrower Representative of the occurrence of any Default hereunder referring to this Agreement describing such Default and stating that such notice is a “notice of default.” In the event that the Borrower Representative receives such a notice, the Borrower Representati...
Label: Notices
0a2e818d-91f2-4bb2-b397-aea1bc33d085
Clause: The parties hereto agree that the Stockholder would be irreparably damaged in the event that any of the provisions of this Agreement were not performed by the Parent Holders in accordance with their specific terms or were otherwise breached by the Parent Holders, and that the Stockholder would not have an adequ...
Label: Specific Performance
10de2065-bce8-47bd-b722-3b110edaef24
Clause: If the Mutual Waiver of Jury Trial set forth in Section 12(p) is ineffective or unenforceable, the parties agree that all Claims shall be submitted to binding arbitration in accordance with the commercial arbitration rules of JAMS (the “Rules”), such arbitration to occur before one arbitrator, which arbitrator ...
Label: Arbitration
9c6a06d9-06c8-4252-9d73-d8fdf555d64f
Clause: This Agreement constitutes the entire agreement among the parties hereto pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings (oral or written) of the parties in connection with any matter covered hereby. Task: Classify this clause into ONE of these...
Label: Entire Agreements
bae794d2-d820-4527-88e0-c6daa72daf12
Clause: This Agreement may be assigned by the Company to any Affiliate or successor to the business or assets of the Company. In the event of any such assignment, the Company shall cause such Affiliate or successor, as the case may be, to assume the obligations of the Company hereunder, by a written agreement addressed...
Label: Assignments
ea727e02-6d7f-448d-a1c7-e14ee40fa473
Clause: Upon the payment in full of all Secured Obligations, the cancellation or termination of the commitments and any other contingent obligation included in the Secured Obligations, the security interest granted hereby shall terminate hereunder and of record and all rights to the Patent Collateral shall revert to th...
Label: Terminations
04dd43c4-e52b-4baa-8c12-aed925ef4307
Clause: It is the intent of the parties that the provisions of this Agreement shall be enforced to the fullest extent permissible under Applicable Law and public policies applied in each jurisdiction in which enforcement is sought. If any particular provision or portion of this Agreement shall be adjudicated to be inva...
Label: Severability
63b6202e-53cd-42e5-89fc-cd07c4c7f61b
Clause: All demands, notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and shall be personally delivered or sent by facsimile machine (with a confirmation copy sent by one of the other methods authorized in this Section 6.13), reputable commercial overni...
Label: Notices
9c3dde16-d7de-4497-9ec4-543e0df6f1ee
Clause: The Parent owns, or is validly licensed or otherwise has the right to use, all Intellectual Property Rights which are material to the conduct of the business of the Parent taken as a whole. The Parent Disclosure Schedule sets forth a description of all Intellectual Property Rights which are material to the cond...
Label: Intellectual Property
2f9b9130-e044-4c51-9518-f0f846a79a13
Clause: The parties hereto intend and believe that each provision in this Guaranty comports with all applicable local, state, provincial and federal laws and judicial decisions. However, if any provision or provisions, or if any portion of any provision or provisions, in this Guaranty is found by a court of law to be i...
Label: Severability
bd4623ff-c62f-444e-85a6-80394b610056
Clause: Any disputes of whatever nature arising in connection with the execution and operation of this agreement shall be submitted to a mediator agreed upon by the parties for non-binding, confidential mediation.  If the matter cannot be resolved with the aid of a mediator, it shall be submitted to final and binding, ...
Label: Arbitration
b5c2afe0-77c2-465a-bea2-bf74532c230a
Clause: This Agreement shall commence on the Effective Date and shall end on the fifth anniversary of the Effective Date unless terminated earlier as provided herein or extended by mutual written consent of the Parties (the “Term”).  Notwithstanding the foregoing, each Project Plan may have separate term and terminatio...
Label: Terms
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Clause: Each Seller and the Parent Company represents it has not assigned, hypothecated or otherwise conveyed their right, title, and interest in  the Receivables to any person or entity other than the Purchaser. Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendment...
Label: Titles
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Clause: This Agreement (and any claim or controversy arising out of or relating to this Agreement) shall be governed by and construed in accordance with the Laws of Nevada. Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws...
Label: Governing Laws
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Clause: The laws of the State of Colorado shall govern the interpretation, validity, performance and enforcement of this Lease. If any provision of this Lease should be held to be invalid or unenforceable, the validity and enforceability of the remaining provisions of this Lease shall not be affected thereby. Task: Cl...
Label: Governing Laws
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Clause: Time is of the essence in each of the Loan Documents. The remedies of Beneficiary as provided herein or in any other Loan Document or at law or in equity shall be cumulative and concurrent, and may be pursued singly, successively, or together at the sole discretion of Beneficiary, and may be exercised as often ...
Label: Miscellaneous
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Clause: Except as otherwise expressly provided herein, the provisions of this Agreement may be amended or waived at any time only by the written agreement of the Company and Stockholder. Any waiver, permit, consent or approval of any kind or character on the part of any such holder of any provisions or conditions of th...
Label: Amendments
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Clause: Operator may maintain such insurance coverage with respect to the Aircraft and any flights made under this Agreement as Operator may elect in its sole discretion, including aircraft physical damage coverage (hull insurance) and liability coverage for bodily injury and property damage. Operator shall retain all ...
Label: Insurances
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Clause: Each Member hereby agrees to indemnify and hold harmless the Company and the other Member from and against any liability with respect to taxes, interest or penalties that may be asserted by reason of the Company's failure to deduct and withhold tax on amounts distributable or allocable to such Member. The provi...
Label: Indemnifications
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Clause: A Participant will be entitled to receive payment, if any, under an Award if the Participant is still employed by Atlas on the Payment Date (as defined below), subject to this Section 6. A Participant will receive an Award in the manner and at the times set forth in Sections 6.2, 6.3, and 6.4. In no event shall...
Label: General
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Clause: This Agreement sets forth the entire agreement and understanding between the Company and me relating to the subject matter herein and supersedes all prior discussions between us.  No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in wr...
Label: Entire Agreements
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Clause: Each Party shall maintain records of its activities under the Research Program in sufficient detail, in good scientific manner and otherwise in a manner that reflects all work done and results achieved in the performance of the Research Program. Task: Classify this clause into ONE of these types (exactly one l...
Label: Records
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Clause: Axiom is a corporation duly organized, validly existing, and in good standing under the laws of the State of Nevada and has the corporate power and is duly authorized under all applicable laws, regulations, ordinances, and orders of public authorities to carry on its business in all material respects as it is n...
Label: Organizations
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Clause: The Parties, and each of them, agree to execute any and all additional documents and to do all things reasonably necessary to carry out and implement the provisions of this Agreement. Task: Classify this clause into ONE of these types (exactly one label): Adjustments, Agreements, Amendments, Anti-Corruption La...
Label: Further Assurances
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Clause: The Company agrees to pay to Executive a base salary with at the annual rate of $740,000 from the Effective Date until the first anniversary of the Effective Date and at an annual rate of $700,000 from the first anniversary of the Effective Date until the Scheduled Termination Date or such greater amount as det...
Label: Base Salary
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Clause: Lender agrees to take normal and reasonable precautions to maintain the confidentiality of any information designated in writing as confidential and provided to it by Borrower or any Subsidiary, except that such information may be disclosed (a) to any Affiliate, Participant or advisor of Lender, including witho...
Label: Confidentiality
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Clause: If any portion of this Agreement is held invalid or inoperative, then so far as is reasonable and possible the remainder of this Agreement shall be deemed valid and operative, and effect shall be given to the intent manifested by the portion held invalid or inoperative. The failure by either party to enforce ag...
Label: Waivers
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Clause: This Agreement may be assigned by Employer, but cannot be assigned by Executive. An assignment of this Agreement by Employer shall not relieve Employer of any liability or obligation under this Agreement except any such assignment in connection with or as a result of a Change of Control (including, but not limi...
Label: Assignments
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Clause: The Employee shall be entitled to receive the same health, disability and other benefits as are offered by the Company to all full-time employees from time to time. The Company, at its own expense, shall obtain, if available at commercially reasonable rates, officers’ and directors’ errors and omissions insuran...
Label: Benefits
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Clause: The Noteholder shall keep any terms of or information regarding the Amendment, this Agreement, the Amended Note Securities and the transactions contemplated herein and therein that are not already publicly available confidential until the earlier to occur of (i) the 8-K Filing Time (as defined below) and (ii) t...
Label: Confidentiality
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Clause: This Agreement and the Constituent Documents constitute the entire agreement, and supersede all prior agreements and understandings, both written and oral, between the parties hereto with respect to the subject matter of this Agreement. Any prior agreements or understandings between the parties hereto with resp...
Label: Entire Agreements
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Clause: The Company shall be entitled to enforce its rights under this Agreement specifically, to recover damages and costs (including reasonable attorneys’ fees) caused by any breach or threatened breach of any provision of this Agreement and to exercise all other rights existing in its favor. Executive agrees and ack...
Label: Specific Performance
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Clause: In the event that you violate the terms of this Section 10, you understand and agree that in addition to the Company’s rights to obtain injunctive relief and damages for such violation, any and all rights to the Award under this Agreement, whether vested or unvested, shall be forfeited and extinguished. Task: ...
Label: Forfeitures