id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
b4fed8e6-73b0-45f1-abd5-45f70a6b24ee | Clause:
Except as set forth in the Prospectus Supplement, the Company shall use the net proceeds from the sale of the Securities hereunder for working capital purposes and shall not use such proceeds: (a) for the satisfaction of any portion of the Company’s debt (other than payment of trade payables in the ordinary cou... | Label: Use Of Proceeds |
59ee4d4c-11e3-450b-ad0e-14e246189046 | Clause:
The Company shall withhold any taxes that the Company in its discretion deems necessary to be withheld from any payment to any Participant or Beneficiary hereunder, by reason of any present or future law.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendment... | Label: Withholdings |
155e4f0a-0536-428b-9a40-f3b49f8d941a | Clause:
Subject to the provisions of Section 2.08(b): (i) each Eurodollar Rate Loan and LIBOR Daily Floating Rate Loan under the Revolving Facility shall bear interest on the outstanding principal amount thereof for each Interest Period from the applicable borrowing date at a rate per annum equal to the Eurodollar Rate... | Label: Interests |
aee643a4-623b-4883-a93f-431a6cb5ba10 | Clause:
Each Company is duly organized, validly existing, and in good standing (or comparable concept in the applicable jurisdiction) under the laws of its state or jurisdiction of incorporation or organization, and is duly qualified and authorized to do business and is in good standing (or comparable concept in the ap... | Label: Subsidiaries |
b06e813c-c4d0-411d-a9b0-3a4e2aaf6caa | Clause:
The Company shall use commercially reasonable efforts to keep the Shelf Registration Statement continuously effective for the period beginning on the date on which the Shelf Registration Statement is declared effective and ending on the date that all of the Registrable Securities registered under the Shelf Regi... | Label: Effectiveness |
821e932c-6dd1-4cbb-a189-0751fd277e5d | Clause:
(a) Commitment Fee . The Borrower agrees to pay to the Designated Agent, for the account of each Lender (other than a Defaulting Lender for such time as such Lender is a Defaulting Lender), non-refundable commitment fees (the “ Commitment Fees ”) from the date that is 90 days after the Effective Date through... | Label: Fees |
004b87db-876b-4ceb-8129-a2f02a067280 | Clause:
Certificates for Equity Interests issued upon exercise of this Warrant shall be issued on the third Business Day following the date of exercise of this Warrant in accordance with its terms in the name of the Warrantholder and shall be delivered to the Warrantholder. The Corporation hereby represents and warrant... | Label: Authorizations |
f55b5893-bdda-4f77-92f4-1bd129324443 | Clause:
Capitalized terms used herein that are not otherwise defined shall have the respective meanings ascribed thereto in the Agreement of Definitions, dated as of May 25, 2016, among the Issuing Entity, NILT Trust, as Grantor and UTI Beneficiary, the Titling Trust, NMAC, in its individual capacity, as Servicer and a... | Label: Definitions |
781dcd5a-2964-4c64-93a3-1e4e6863da05 | Clause:
(a) Each Borrower will pay a fee (“ Letter of Credit Fees ”) on all outstanding Letters of Credit issued for its account at a per annum rate equal to the Applicable Percentage then in effect with respect to Eurodollar Loans, shared ratably among the Lenders and payable quarterly in arrears on each Fee Payment D... | Label: Fees |
e4c586b5-46b4-421d-931b-0a6874de0fdb | Clause:
The validity, construction and effect of this Agreement, and of any determinations or decisions made by the Administrator relating to this Agreement, and the rights of any and all persons having or claiming to have any interest under this Agreement, shall be determined exclusively in accordance with the laws of... | Label: Governing Laws |
087de0fb-f1ed-4a31-919c-8cea3dcf342a | Clause:
This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Agreement by email or facsimile transmissi... | Label: Counterparts |
c04996af-8353-44ab-932c-db7aecf3304c | Clause:
Except as disclosed in the Exchange Act Reports, there are no actions, suits, proceedings, investigations, claims or disputes pending or, to the knowledge of the Borrower after due and diligent investigation, pending threatened or contemplated, at law, in equity, in arbitration or before any Governmental Author... | Label: Litigations |
5faa3d19-d0d5-424b-9dfd-9263f1d60acc | Clause:
As partial consideration for this Agreement and the dismissal by Enzo of the Litigation against Life hereunder, Life agrees to pay to Enzo a total of thirty-five million U.S.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Appli... | Label: Payments |
83b85f1d-2daf-4239-b446-3e29c7200129 | Clause:
The section headings contained in this Agreement are inserted for convenience only and do not affect in any way the meaning or interpretation of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Ap... | Label: Headings |
65e8677b-66c3-4167-a108-217638072b14 | Clause:
The parties hereto covenant and agree that they will execute, deliver and acknowledge from time to time at the request of the other, and without further consideration, all such further instruments of assignment or assumption of rights and/or obligations as may be required in order to give effect to the transact... | Label: Further Assurances |
d325ce0c-47f0-4ce9-8420-e2af7a4d234b | Clause:
No amendment, modification, or waiver of any provision of this Revolving Secured Promissory Note nor consent to any departure by Borrowers therefrom shall be effective unless the same shall be in writing and signed by the Lender and then such waiver or consent shall be effective only in the specific instance an... | Label: Amendments |
8886aecd-8895-448d-9191-81bcd03a266c | Clause:
If, at any time, (i) you resign your employment for any reason, (ii) the Company terminates your employment for any reason, or (iii) either party terminates your employment as a result of your death or disability, you will receive your Salary accrued through your last day of employment, as well as any unused va... | Label: Terminations |
47cef427-7174-492e-9e1a-902b5d8774ae | Clause:
This Agreement will inure to the benefit of and be binding upon the Parties, their Affiliates, and their respective lawful successors and assigns.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbit... | Label: Binding Effects |
c99b1906-bd72-4f0e-9640-6df6e3459e66 | Clause:
All maintenance fees, annuities, and the like due on the ASSIGNED METABOLIX PATENT RIGHTS have been timely paid through the date of the applicable Patent Assignment Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Appl... | Label: Fees |
1ad6c9c7-8a0a-427a-ac6f-5ed4376cb066 | Clause:
At the Closing, the Company shall reimburse Buyer for no more than $2,000 of 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 limitatio... | Label: Expenses |
4936c387-285d-4948-b8f1-529d8b7ab26f | Clause:
No representation or warranty made by any Loan Party in this Agreement or in any financial statement, report, certificate or any other document furnished in connection herewith contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements herein or therein... | Label: Disclosures |
a4bd405c-bfad-4de8-b6ed-815c21b41fa9 | Clause:
Borrower shall at all times maintain its existence as a limited liability company and preserve and keep in full force and effect its rights and franchises unless the failure to maintain such rights and franchises does not have a Material Adverse Effect on Borrower.
Task: Classify this clause into ONE of these ... | Label: Existence |
710365aa-f93f-47c7-8db1-35eef1b8f855 | Clause:
During Executive’s employment, Executive shall be entitled to reasonable vacations during each year of the Term, the time and duration thereof to be determined by mutual agreement between Executive and the Company. Reasonable vacations shall be no less than four (4) weeks or twenty (20) business days, excluding... | Label: Vacations |
ac891599-96b3-4f4e-aff0-0f7e09f0b0e1 | Clause:
The Borrower shall promptly, upon the reasonable request of the Bank and at the Borrower’s expense, execute, acknowledge, and deliver, or cause the execution, acknowledgement, and delivery of, any document or instrument supplemental to or confirmatory to the Loan Documents or otherwise necessary or desirable in... | Label: Further Assurances |
179d4589-ff41-49f1-a207-db81dd596171 | Clause:
This Agreement may be executed in any number of counterparts, each of which shall be an original with the same force and effect as if the signatures thereto and hereto were upon the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Ant... | Label: Counterparts |
40404b3f-0fb3-464f-af9d-8eaf479df15c | Clause:
Capitalized terms used in this Lease without other definition shall have the meanings specified in this Section 1.1 unless the context requires otherwise .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approva... | Label: Definitions |
b2eeabc5-b1e9-49c1-acac-9c7b51caa31e | Clause:
The Optionee acknowledges that a violation or attempted violation on the Optionee’s part of Sections 9 and 10 will cause irreparable damage to the Company and its Affiliates, and the Optionee therefore agrees that the Company and its Affiliates shall be entitled as a matter of right to an injunction, out of any... | Label: Remedies |
7e84afeb-32fd-44b0-8881-09955df5777e | Clause:
The Subscriber shall indemnify and hold harmless the Company and its agents and affiliates (collectively, the " Indemnified Persons ") from and against any losses, claims, damages, liabilities, costs or expenses to which any of them may become subject arising out of or based upon any false representation or war... | Label: Indemnifications |
26c486a9-57b8-4914-a576-943af5b9374f | Clause:
If a Party becomes aware of any actual or potential claim alleging that the Research, Development, Manufacture or Commercialization of the Licensed Target, any Licensed Candidate, any Licensed Product or any Licensed Diagnostic Product, does (or would if carried out) infringe the intellectual property rights of... | Label: Notices |
09ae57ee-6621-4be8-9367-000342632a93 | Clause:
If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any Law or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect for so long as the economic or legal substance of the transactions contemplated her... | Label: Severability |
62d176c7-c416-4eb9-89e3-8514d477bc61 | Clause:
The Committee may amend or alter this Award Agreement and the Performance RSUs granted hereunder at any time; provided , that , subject to Article 11, Article 12 and Article 13 of the Plan, no such amendment or alteration shall be made without the consent of the Participant if such action would materially dimin... | Label: Amendments |
38443c1c-4045-4502-9b5b-019d1ae0eba7 | Clause:
The term “transfer,” when used in this Article XI with respect to a Partnership Interest or a Partnership Unit, shall be deemed to refer to a transaction by which the General Partner purports to assign all or any part of its General Partnership Interest to another Person or by which a Limited Partner purports t... | Label: Definitions |
ddc88c6e-a987-44bd-86e0-d3719be013bb | Clause:
INOL has duly and timely filed in proper form all Tax Returns for all Taxes required to be filed with the appropriate Regulatory Authority, and has paid all taxes required to be paid in respect thereof except where such failure would not have a Material Adverse Effect on INOL, except where, if not filed or paid... | Label: Taxes |
2a9ec211-c73f-41c6-ae75-466685556524 | Clause:
Directly or indirectly, purchase, acquire or lease any property from, or sell, transfer or lease any property to, or otherwise enter into any transaction or deal with, any Affiliate, except for (i) transactions among Loan Parties which are not expressly prohibited by the terms of this Agreement and which are in... | Label: Transactions With Affiliates |
f27aff7f-6a31-41d5-8191-bcdf18ab1e37 | Clause:
It is understood and agreed by the Parties that money damages would be an insufficient remedy for any breach of this Agreement by any Party, and a non-breaching Party may be entitled to seek specific performance and injunctive or other equitable relief as a remedy of any such breach, without necessity of provin... | Label: Specific Performance |
5079afb2-4ac3-462d-af01-688f8fba5fb1 | Clause:
Sections 4, 5.5, 6 through 15 and 17 through 20 shall survive the expiration or termination of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Author... | Label: Survival |
48707ac7-8fd7-4288-a4bd-974047380799 | Clause:
All notices and other communications given or made pursuant hereto shall be in writing and shall be deemed to have been given or made if in writing and delivered personally or 7 days after being sent by registered or certified mail (postage prepaid, return receipt requested) to the parties at the addresses set ... | Label: Notices |
a7c59d37-b618-4f31-bcc1-9b08f05e8f3e | Clause:
Each notice and other communication hereunder (a “ Notice ”) shall be in writing and shall be deemed duly given (a) on the date of delivery if delivered personally, (b) by facsimile upon confirmation of receipt or (c) on the second Business Day following the date of dispatch if delivered by a recognized express... | Label: Notices |
0262c193-0903-4f2f-8688-7c7142f9266a | Clause:
As a material obligation of each Party to consummate the transactions contemplated by this Agreement, from time to time after the Closing, each Party shall at its own expense use commercially reasonable efforts to (i) cooperate with the other Party, (ii) perform any further act and (iii) execute and deliver suc... | Label: Further Assurances |
51fad395-c138-40a0-8066-f081546d56bf | Clause:
This Amendment shall become effective as of the date first above written (the “ Effective Date ”) upon receipt by the Administrative Agent of counterparts of this Amendment, duly executed by each of the parties hereto, and consented to by the Performance Guarantor in the space provided below.
Task: Classify th... | Label: Effective Dates |
9edfaed3-8d2b-4b74-af27-e7c3cb4f1102 | Clause:
Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or to secure other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status... | Label: Releases |
1cebcaa3-5371-407a-b546-537b8d0aab22 | Clause:
The Company agrees to indemnify the Executive to the maximum extent permitted by the Company’s Articles of Incorporation or Bylaws, including, providing to the Executive, if applicable, any Directors or Officers Insurance Policy, in effect as of the Effective Date, or which becomes effective during the Term of ... | Label: Indemnifications |
34a92cec-26f9-422c-8ead-f35e34fc553d | Clause:
As of the Closing Date, neither Holdings nor any other Loan Party has any Subsidiaries other than those specifically disclosed in Schedule 5.11 and all of the outstanding Equity Interests in Holdings, the Borrower and the Material Subsidiaries have been validly issued and are fully paid and nonassessable, and a... | Label: Subsidiaries |
f6cc59fe-0d4e-4f03-ae33-ce79f06202f5 | Clause:
Fee . Borrower agrees to pay to Lender no later than the fifteenth (15th) day of each month, commencing December 15, 2016, and continuing on the fifteenth (15th) day of each month thereafter through November 15, 2017, an amendment fee in the amount of $10,000 per month. Such fee shall be duly earned when requir... | Label: Amendments |
0d8ad999-5022-4f12-a5a7-160cd42de526 | Clause:
Executive understands and agrees that Executive’s employment creates a relationship of confidence and trust between Executive and the Company with respect to all Confidential Information. At all times, both during Executive’s employment with the Company or its affiliates and after its termination, Executive wi... | Label: Confidentiality |
b417153c-9830-4ad2-a6c0-e13d3f0e8f4d | Clause:
No provision of this Agreement may be amended or modified except by an instrument in writing executed by each of the Members. Any such written amendment or modification will be binding upon the Company and each Member; provided , that an amendment or modification modifying the rights or obligations of any Membe... | Label: Amendments |
ca43ce89-1455-4cf3-a55f-cc3f8aee394b | Clause:
This Agreement constitutes the entire agreement between the parties with respect to the development of the Designated Area.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, As... | Label: Entire Agreements |
6459aa6c-f718-49b8-b6a7-1877f3b47b25 | Clause:
Each Credit Party will and will cause its Subsidiaries to (a) comply with the requirements of all applicable material laws, rules, regulations and orders of any Governmental Authority (including laws, rules, regulations and orders relating to taxes, employer and employee contributions, securities, employee reti... | Label: Compliance With Laws |
044572b4-7f0f-4df9-877b-1ef9e26aa33e | Clause:
If requested by the indemnifying party, the indemnified party agrees to cooperate with the indemnifying party and its counsel in contesting any Indemnity Claim that the indemnifying party elects to contest or, if appropriate, in making any counterclaim against the person asserting the Indemnity Claim, or any cr... | Label: Cooperation |
797d08e3-af6f-4274-ab1c-557c8a40fffc | Clause:
Each Deferral Account of a Participant shall be deemed to bear interest on the monthly balance of such Deferral Account at the Declared Rate, compounded monthly. Except as provided in Section 5.2(a), with respect to SEDCP Deferral Accounts for Participants who die prior to becoming eligible for Retirement, inte... | Label: Interests |
51504e09-4ff1-40a4-b7f5-1bd6a1f14e18 | Clause:
Investor has tendered to the Company two (2) completed and manually executed copies of this Subscription Agreement. Simultaneously with submitting this Subscription Agreement, the Investor is wiring the subscription amount in accordance with the directions on the cover sheet (or delivering evidence of any outst... | Label: Payments |
e111af37-bae7-4f7f-a43f-62114ea429f4 | Clause:
To the best of its knowledge, Target has complied with all applicable statutes and regulations of any federal, state, or other governmental entity or agency thereof, except to the extent that noncompliance would not materially and adversely affect the business, operations, properties, assets, or condition of Ta... | Label: Compliance With Laws |
06825a3c-d417-4c26-9043-5438d7f9a451 | Clause:
The Administrative Agent and the Borrower shall determine the effective date of any Incremental Term Loan (the “ Increase Effective Date ”) and the final allocations therefor. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final allocation of such Incremental Term Loan and th... | Label: Effective Dates |
c9f1ef01-0504-47da-bafb-00f55a06487e | Clause:
Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and are not to effect the construction of, or to be taken into consideration in interpreting, this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adju... | Label: Headings |
485a4e1b-78be-4382-8971-8bc27252418b | Clause:
Other than as may be required by applicable law and regulation or by any governmental or regulatory authority or as may be required to comply with the terms of this Agreement, no Party shall make any public announcement regarding this Agreement without the consent of the other Parties, and each Party shall coor... | Label: Confidentiality |
a8ba7402-67aa-4655-b897-5658944c4216 | Clause:
This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assignees.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, As... | Label: Successors |
c093771b-a068-4f94-84f9-9262d85cb73e | Clause:
This Commitment Agreement is duly executed and delivered by Prudential, and is a valid and binding obligation of Prudential and enforceable against Prudential in accordance with its terms, subject to the Enforceability Exceptions. The execution, delivery and performance of this Commitment Agreement by Prudentia... | Label: Enforceability |
df833598-bf63-4924-9d8f-0c5e2f1d696f | Clause:
EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES, AND SHALL CAUSE ITS AFFILIATES TO WAIVE, ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OTHER AGREEMENTS AND INSTRUMENTS DELIVERED HEREUNDER OR THE TRANSACTIONS CONTEMPLAT... | Label: Waiver Of Jury Trials |
3471bfec-dd6f-45c6-9ae6-7ab8b996081e | Clause:
Failure of the Loan Parties to (i) repay or prepay any outstanding principal amount of the Loan at the time required pursuant to this Agreement; or (ii) pay any interest or other Obligations not constituting principal, and in the case of this clause (ii), such failure continues for two (2) Business Days.
Task:... | Label: Payments |
3f3fa4a6-a359-4b79-b1f8-0d1581ff0e9e | Clause:
Unless otherwise provided herein, top heavy plan provisions shall apply to Plan Years beginning after December 31, 2001. For Plan Years prior to January 1, 2002, the top heavy status of the Plan shall be determined according to the provisions of the Plan then in effect.
Task: Classify this clause into ONE of t... | Label: Effective Dates |
6e3aaab7-fa7e-457e-aff2-b71d898035ac | Clause:
No failure to exercise, and no delay in exercising, any right, remedy, power or privilege under this Agreement by any party shall operate as a waiver of such right, remedy, power or privilege, nor shall any single or partial exercise of any right, remedy, power or privilege under this Agreement preclude any oth... | Label: Waivers |
a74a0fa5-2d69-40aa-8372-8f37ae6dd94f | Clause:
All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally, by facsimile or email or sent by a nationally recognized overnight courier service, such as Federal Express, in each case, addressed as follows: (a) if to Parent or Merger Sub, in accordance wit... | Label: Notices |
259e9f78-248e-4ea2-adea-7ad06abaedff | Clause:
This Agreement and the Stock Award are made and granted pursuant to the Restricted Stock Documentation and are in all respects limited by and subject to the express terms and provisions of the Restricted Stock Documentation.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, A... | Label: Construction |
5ba9fab5-a261-40ef-a8f4-48b5d63210ae | Clause:
Advisor represents and warrants to the Company that (i) with respect to any information, know-how, knowledge or data disclosed by Advisor to the Company in the performance of this Agreement, Advisor has the full and unrestricted right to disclose the same; and (ii) Advisor is free to undertake the Services requ... | Label: Representations |
c6fa8f60-fe62-4ec3-98ea-c0ed53560496 | Clause:
This Agreement sets forth the entire Agreement of the parties hereto and supersedes all prior agreements, understandings and covenants with respect to the subject matter hereof. This Agreement may be amended only by mutual agreement of the parties in writing.
Task: Classify this clause into ONE of these types ... | Label: Amendments |
b8744234-37cf-49e3-9feb-5d18abc6ef5a | Clause:
Neither the execution, delivery or performance by Buyer of this Agreement or any other Transaction Document to which Buyer is a party, nor the consummation of the transactions contemplated hereby or thereby, nor compliance with the terms and provisions hereof or thereof, (a) will contravene any provision of any... | Label: No Conflicts |
2e85e45e-e4d9-4b0d-831b-b2011bd47553 | Clause:
By the Issuance of a Letter of Credit (including an amendment to a Letter of Credit increasing or decreasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or the Revolving Credit Lenders, such Issuing Bank hereby grants to each Revolving Credit Lender, and each Re... | Label: Participations |
f6146873-dc37-4c86-a1fc-8ae3337ff33b | Clause:
The Borrower will not, and will not permit any Restricted Subsidiary to, enter into any arrangement, directly or indirectly, whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or ot... | Label: Sales |
e387c369-65bb-4d44-95c8-404d5ab868a7 | Clause:
In the event that any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property, but excepting normal cash dividends), recapitalization, stock split, reverse stock split, reorganization, reincorporation, reclassification, merger, consolidation, split-up, split-off,... | Label: Adjustments |
10298166-8bd3-4954-8fe9-cf50073401f5 | Clause:
Executive agrees not to commit any act or make any statement that is, or could reasonably be interpreted as, detrimental to the business, reputation, or good will of the Released Parties including disparaging or embarrassing the Released Parties or their officers, directors, agents, and/or other personnel or em... | Label: Non-Disparagement |
b201ac8e-36fe-4996-89e4-3968d3570fff | Clause:
In addition to statutory holidays, the President shall be entitled to four (4) weeks paid vacation each calendar year during the President’s employment, accruing ratably each month. Unused vacation time shall accrue from year to year.
Task: Classify this clause into ONE of these types (exactly one label):
Adju... | Label: Vacations |
483a7d01-87c3-410f-95cd-c3bad8a22f08 | Clause:
On the Effective Date, the Borrowers shall have paid the Administrative Agent and the Lenders all fees, expenses (including, without limitation, legal fees and expenses) and other compensation contemplated by this Agreement and the other Credit Documents, agreed upon by such parties to be paid on or prior to th... | Label: Fees |
f16b6a63-2164-45e0-a345-1553f1250b07 | Clause:
The Executive acknowledges that (a) the ultimate liability for any and all income tax, social insurance, payroll tax, payment on account or other tax-related withholding (“Tax-Related Items”) legally due by him or her is and remains the Executive’s responsibility and may exceed the amount actually withheld by t... | Label: Taxes |
0eeb4ad2-cc3c-42b9-8348-cca0d5d13445 | Clause:
This Amendment may be executed in a number of counterparts, by facsimile, each of which shall be deemed to be an original as of those whose signature appears thereon, and all of which shall together constitute one and the same instrument. This Amendment shall become binding when one or more of the counterparts ... | Label: Counterparts |
024d912e-b383-4971-a5b6-9f8fd33b15f6 | Clause:
Unless previously terminated, all Commitments shall automatically terminate if the Closing Date does not occur on or before July 2, 2016.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, A... | Label: Terminations |
c9eb7ac1-1720-40ab-9900-e92ce051f9c6 | Clause:
Computation of interest on Base Rate Loans (other than Base Rate Loans determined by reference to the Daily Floating Eurodollar Rate) shall be calculated on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed. Computation of all other types of interest and all fees ... | Label: Fees |
603f2817-6071-4662-bf76-cab098ae2032 | Clause:
In the event of the Executive’s death during the term hereof, the date of death shall be the date of termination, and the Company shall pay or provide to the Executive’s designated beneficiary or, if no beneficiary has been designated by the Executive in a notice received by the Company, to his estate: (i) any ... | Label: Death |
2fdea1cc-81c4-4f05-9418-b4b8ebd26ee6 | Clause:
Subject to Section 7 below, the Award shall vest and become nonforfeitable as set forth on the cover page of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, A... | Label: Vesting |
b77bc514-88ed-423a-993f-d00b380516e1 | Clause:
Except as otherwise provided herein, this Agreement shall be binding upon and inure to the benefit of the parties and their heirs, executors, administrators, successors, legal representatives and assigns. This Agreement is not transferable or assignable. If the undersigned is more than one person, the obligatio... | Label: Binding Effects |
ce2d20d3-eb8a-4a44-912d-0c0c3db0605f | Clause:
The Borrower and its Subsidiaries conduct their business in compliance with the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010 and other similar anti-corruption legislation (collectively, the “Anti-Corruption Laws”) and any Sanctions to the extent applicable to Borrower or its Subs... | Label: Sanctions |
9161273c-2a89-411d-8ab9-899d7b9b2c3b | Clause:
If any provision of this Retirement Agreement is found to be illegal or unenforceable, such finding shall not invalidate the remainder of this Retirement Agreement, and that provision shall be deemed to be severed or modified to the minimum extent necessary to equitably adjust the respective rights and obligati... | Label: Severability |
57a2d1b9-d897-4aad-ba32-654e376d8dac | Clause:
Unless requested by a Designated Person not do so, for every CL Loan the Servicer shall take all insurance related actions (including but not limited to responding to correspondence and notices as well as paying premiums and/or arranging for any needed hazard, earthquake, flood and purchase money insurance cove... | Label: Insurances |
392203d1-a7ec-467e-bc1c-8cdcecce0309 | Clause:
The provisions of this Agreement shall be binding upon and inure to the benefit of the Investors and their successors and permitted assigns. An Investor may transfer or assign, in whole or from time to time in part, to one or more persons who are “accredited investors” as defined in Rule 501(a) of Regulation D ... | Label: Assignments |
644f7532-4487-422c-9232-86e3176471ad | Clause:
If all of the Loan has been paid and performed in full and all commitments to extend credit or other credit accommodations under the Loan Agreement have been terminated, the Secured Party shall execute and deliver to the Pledgor a proper instrument or instruments acknowledging the release and termination of the... | Label: Terminations |
8e26a2a9-3ccc-4eee-9634-bc03db2d0f6a | Clause:
This Agreement shall be governed by and construed solely in accordance with the laws of Singapore, without giving effect to conflicts of law principles thereof, and only the courts in Tel-Aviv, Israel shall have exclusive jurisdiction in any conflict or dispute arising out of this Agreement.
Task: Classify thi... | Label: Applicable Laws |
1ae97995-0697-4bbf-beed-90db43533708 | Clause:
This Agreement, as well as the exhibits hereto and any agreements referenced herein, is the final, complete and exclusive agreement of the parties and sets forth the entire agreement between Company and Employee with respect to Employee’s employment by Company, and there are no undertakings, covenants or commit... | Label: Entire Agreements |
7e0da68e-4baa-45ff-b122-dbdba62e5504 | Clause:
Not later than five (5) Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of all notices, requests and other documents (including amendments, waivers and other modifications) so received under or pursuant to any instrument, indenture, loan or credit or similar agreement rel... | Label: Notices |
ac7f3caf-6cd6-496f-9c98-e073f3162d3a | Clause:
No failure or delay by the Agent or any Lender in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies p... | Label: No Waivers |
cd522a4b-5fd2-482e-b7c2-e647238dc83d | Clause:
The Executive’s employment shall terminate on account of the Executive’s death. If the Executive’s employment is terminated on account of the Executive’s death during the Term, this Agreement shall terminate without further obligations to the Executive’s estate or other legal representatives under this Agreemen... | Label: Death |
d66cc5c4-9558-4e83-862e-f0923c6c7a32 | Clause:
THIS SEPARATION AGREEMENT AND RELEASE SHALL BE DEEMED TO BE MADE IN THE STATE OF DELAWARE, AND THE VALIDITY, INTERPRETATION, CONSTRUCTION AND PERFORMANCE OF THIS SEPARATION AGREEMENT AND RELEASE IN ALL RESPECTS SHALL BE GOVERNED BY THE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO ITS PRINCIPLES OF CONFLICTS ... | Label: Governing Laws |
9956a06e-abea-491e-8fb1-ee6ea026bb30 | Clause:
(a) All Tax Returns with respect to the Business that are required to be filed on or before the dat e of this Agreement have been duly filed and all Taxes of Sellers that are due and owing (whether or not reflected on such Tax Returns) have been duly and timely paid, and all such Tax Returns are true, correct a... | Label: Taxes |
aa93a0f7-30cb-4f45-b93a-b224dfb4ae4f | Clause:
Notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when (i) personally delivered or (ii) mailed by United States certified or registered mail, return receipt requested, postage prepaid, addressed to the respective addresses set for... | Label: Notices |
05f6ff73-78e1-4fec-be2e-dbbdc1bebafb | Clause:
This Amendment may be executed in any number of counterparts, each of which shall be an original and all of which together shall constitute but one and the same instrument. The delivery of counterpart signatures by facsimile transmission or e-mail of PDF format electronic copy shall have the same force and effe... | Label: Miscellaneous |
39991c15-f331-4c71-a2bf-7cdae5705798 | Clause:
All necessary consents, approvals and authorizations of all government authorities and other Persons required to be obtained by it as of the Effective Date in connection with the execution, delivery and performance of this Agreement or any applicable Development & Commercialization Agreement, and the performanc... | Label: Consents |
4b330393-1ccb-4c0d-a0a1-14dd81d28c87 | Clause:
This Agreement may be executed in any number of counterparts, each of which shall be deemed an original as against the party whose signature appears thereon, but all of which taken together shall constitute but one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):... | Label: Counterparts |
b6258f8f-fb70-4106-a28c-b9ec06644299 | Clause:
The Borrower will not, and will not permit any other Loan Party to, enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of Property or the rendering of any service, with any Affiliate (other than the Guarantors and, in the case of any Loan Party other than the Borrow... | Label: Transactions With Affiliates |
c2d3a232-ddc0-47ac-8be1-88ecad000104 | Clause:
Except as set forth on Schedule 3.17 , there are no Actions (whether U.S. or non-U.S. federal, state, local or foreign) pending or, to the knowledge of WOD, threatened against or affecting any of WOD or any of WOD's properties, assets, business or employees. To the knowledge of WOD, there are no facts that migh... | Label: Litigations |
3229ce9b-5aeb-4342-9e43-c92676ee033f | Clause:
As of the Effective Date, no Loan Party has any Subsidiaries other than those specifically disclosed in Part (a) of Schedule 3.13 , and all of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by a Loan Party in the amounts specified o... | Label: Subsidiaries |
772675da-1072-4ef4-b57e-add4870b4d69 | Clause:
In consideration of the services rendered to the Company hereunder by Executive and Executive's covenants hereunder and in the Company's Proprietary Information and Inventions Agreement, during the Employment Term, the Company shall pay Executive a gross salary of $280,000.00 per year (the "Base Salary”), less ... | Label: Base Salary |
3af6f375-e7af-403d-ba5e-b74230f48b6f | Clause:
Unless the context dictates otherwise, references herein to this Transition Services Agreement refer to this Transition Services Agreement together with all effective Project Statements. The headings contained in this Transition Services Agreement are for reference purposes only and will not affect in any way t... | Label: Interpretations |
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