id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
6bdcdd7c-9e6f-4595-8ec8-c94f70c3fb9f | Clause:
The Parent Borrower will not, and will not permit any of its Restricted Subsidiaries 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 hereinafter acquired, and thereafter rent or lease s... | Label: Sales |
8f0194f9-21e0-47eb-a95a-5bd47a45a07b | Clause:
All notices, requests, demands or other communications to or upon the respective parties hereto shall be in writing and shall be deemed to have been given or made, and all financial statements, information and the like required to be delivered hereunder shall be deemed to have been delivered, five (5) days afte... | Label: Notices |
a5c97139-ac6e-4964-bda0-33ec98761657 | Clause:
No Default or Event of Default exists or would result from the incurring of any Obligations by the Company or the grant or perfection of Liens on the Collateral. The Company is not in default under or with respect to any Contractual Obligation in any respect which, individually or together with all such default... | Label: No Defaults |
d2864a2c-bda4-412b-8734-9d598a3814e8 | Clause:
The Borrower agrees to pay all reasonable out-of-pocket expenses incurred by the Administrative Agent in connection with the preparation of this Amendment (whether or not the transactions hereby contemplated shall be consummated) including the reasonable fees and disbursements of counsel to the Administrative A... | Label: Expenses |
6f38874e-1840-48ad-8a41-5566e42542fd | Clause:
Each party shall bear their respective expenses, costs and fees (including attorneys’, auditors’ and financing fees, if any) in connection with the preparation, execution and delivery of this Agreement and compliance herewith, whether or not the Contribution is effected.
Task: Classify this clause into ONE of ... | Label: Expenses |
dca1ede6-5006-4881-b2f8-da63ae48609e | Clause:
It will at all times comply with Applicable Laws in all material respects. Neither such Party, nor any of its employees, officers, subcontractors, or consultants who have rendered services relating to the Licensed Products: (i) has ever been debarred or is subject to debarment or convicted of a crime for which ... | Label: Compliance With Laws |
2736e913-0b3c-4a6e-9a66-0078b7757116 | Clause:
(a) All notices and other communications provided for hereunder shall be either (x) in writing (including telecopier communication) and mailed, telecopied or delivered by hand or by overnight courier service, (y) as and to the extent set forth in Section 9.02(b) and in the proviso to this Section 9.02(a), in an... | Label: Notices |
e95a2e04-f823-4d9d-bcbd-32266635bd70 | Clause:
The unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of the Agreement, which shall remain in full force and effect.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corrupt... | Label: Severability |
9e96d82e-b4c8-4a67-a8d9-e961fe13102c | Clause:
At the Closing to occur as of the Closing Date, the Company shall pay on behalf of the Buyer or reimburse the Buyer for its legal fees and expenses incurred in connection with this Agreement in the amount of $20,000. Each party shall do and perform, or cause to be done and performed, all such further acts and t... | Label: Further Assurances |
66d688e5-7f5a-46c5-8e1e-34dd1f67d98f | Clause:
The Administrative Agent shall have received (i) all fees required to be paid by the Borrowers on the Closing Date pursuant to the Fee Letter and (ii) all expenses for which invoices have been presented at least three Business Days prior to the Closing Date (including the reasonable fees and expenses of legal c... | Label: Fees |
23f9049c-cb20-47a2-bf0c-071c3b3fd6c7 | Clause:
The provisions of this Section shall apply only to shares of restricted stock evidenced by Award Agreements that were not vested on the date on which the Employee’s employment terminates (the “ Separation Date ”), and supersede any contrary provisions elsewhere in the applicable Award Agreements or the Plan.
T... | Label: General |
291bf1b9-6a99-4d57-8729-d530889d51ed | Clause:
Each of Borrower and its Subsidiaries has (i) good, sufficient and legal and beneficial 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), (iii) valid licensed rights in (in the case of licensed interests... | Label: Titles |
1ef99124-db47-4092-a3f2-654071a20f6f | Clause:
QIAGEN shall be compensated for the performance of a Project on the basis of achievement of the Milestones set forth in the Project Schedule.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitratio... | Label: Payments |
f652a697-7334-41fa-8720-3426ef17ee5a | Clause:
The Executive shall be entitled to vacation time of twenty (20) days per year, subject to proration based on partial years of service.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assi... | Label: Vacations |
b86ebd95-404c-4e39-8bcf-a3c34c9edee4 | Clause:
The Closing of the Share Exchange and the other transactions contemplated by this Agreement will occur as soon as possible (the “Closing Date”).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitra... | Label: Closings |
044f0c41-6405-46d0-bf65-acbaa62136ee | Clause:
This Agreement and the exhibits to this Agreement specifiy the sole and entire agreement and understanding of the parties with respect to the entire subject matter of this Agreement, and any and all prior discussions, negotiations, commitments and understandings, whether oral or otherwise, related to the subjec... | Label: Entire Agreements |
68822625-c46e-43dc-a4e1-ea321d46b297 | Clause:
No party, including all Co-Tenants and principal owners of the Co-Tenants, shall be permitted to assign any of its rights or obligations under this Agreement, without the prior written consent of BR CDP. Any assignment or attempted assignment of any of the rights or obligations under this Agreement without comp... | Label: Assignments |
5a1e2502-abba-4644-af64-c4b82dcba91c | Clause:
Executive will receive a base salary at the rate of $20,833.33 per calendar month ($250,000 per annum), payable in accordance with the Company's payroll payment policy as in effect from time to time (the " Base Salary "). Executive may be entitled to an increase in Base Salary from time to time as determined ... | Label: Base Salary |
ed1553d8-15e9-4976-9c49-9670c841a1e6 | Clause:
The validity, interpretation, construction and performance of this Amendment shall be governed by the laws of the State of Florida without regard to its conflicts of law principles.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws... | Label: Governing Laws |
a5868da8-9f9c-47ea-b197-b7784fd1489c | Clause:
Consultant shall be solely responsible for the payment of all federal, state and local taxes, withholdings and/or other assessments or deductions required to be paid by any applicable law or regulation based upon Consultant’s receipt of the consideration or remuneration provided hereunder. No tax of any kind sh... | Label: Taxes |
a34001ba-069d-4355-8ac5-df1dbeb8b0b2 | Clause:
No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies. Without limiting any other provision of this Warrant or the Purchase Agreement, if the Company willfully and... | Label: Expenses |
f5a30782-f5a3-45e8-a10a-5b18330cdfe2 | Clause:
The Company represents and warrants that the undersigned has the authority to act on behalf of the Company and to bind the Company and all that may claim through it, to the terms and conditions of this Agreement. Executive represents and warrants that Executive has the capacity to act on Executive’s own behalf... | Label: Authority |
7ade3481-c68a-4651-8eb1-a0551aafc3db | Clause:
The Loan Parties jointly and severally agree to pay on demand all expenses of Agent (including, without limitation, the fees and expenses of outside counsel for Agent) in connection with the preparation, negotiation, execution, delivery and administration of this Amendment and all other instruments or documents... | Label: Expenses |
fd78fac3-3488-474f-839b-c393607bec96 | Clause:
The Administrative Agent shall record relevant information regarding each Accordion Increase (including information with respect to New Lenders) in the Register in accordance with Section 8.07(c) ; provided , however , that failure to make any such recordation, or any error in such recordation, shall not affect... | Label: Records |
5edbb5b1-b52f-4597-944a-1b367886b566 | 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 or provisions of this Agreement shall nevertheless remain in full force and effect so long as its economic or legal substance is not affected in any manner materially... | Label: Severability |
304be875-05cc-4941-9239-c60fa50b6bf7 | Clause:
Subject to Section 3.9(b), this Agreement may be amended, modified, or waived only by the prior written consent of the Managing Member and Members holding a majority of the Common Units (other than those held by the Managing Member); provided , that if any such amendment, modification or waiver would affect in ... | Label: Amendments |
98abed57-0f58-4f62-b8ef-8577324e0912 | Clause:
All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of California, without regard to the principles of conflicts of law thereof. With respect to any disputes arisin... | Label: Governing Laws |
320c9e78-cd73-4201-be4d-8cd7fc6868aa | Clause:
Except as otherwise specified in this Contract, title and risk of loss or damage shall pass from Seller to Buyer Free-Into-Pipe (after the crude oil passes through the inlet flange of metering facilities) at Granger, WY immediately after Seller has title from its supplier.
Task: Classify this clause into ONE o... | Label: Titles |
ddba6bff-d5ee-41da-b461-6aab22ffcf6b | Clause:
With respect to our opinions in Paragraphs 5(a)(i) and 5(b)(i) as they relate to Regulations T, U and X of the Board of Governors of the Federal Reserve System, the Opinion Parties will comply with the provisions of the Loan Agreement relating to the use of proceeds.
Task: Classify this clause into ONE of thes... | Label: Use Of Proceeds |
03eee09f-de41-4b65-9b83-c1c69ecc0776 | Clause:
Other than the Purchase and Sale Agreement, this Lease represents the entire agreement and understanding between Landlord and Tenant with respect to the subject matter herein, and there are no representations, understandings, stipulations, agreements or promises not incorporated in writing herein. Notwithstand... | Label: Entire Agreements |
e02175e0-9bf7-412d-b2ad-bdc8eb8f13ba | Clause:
Without limiting the Obligations of the Borrower hereunder, each Lender agrees to indemnify the Administrative Agent, ratably in accordance with its Revolving Proportionate Share of all Obligations and Commitments, for any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, ... | Label: Indemnifications |
9be7d18b-5416-4eb2-b69c-5e4dca797272 | Clause:
Neither Lender’s failure, at any time, to require strict performance by Borrower of any provision of any Loan Document, nor Lender’s failure to exercise, nor any delay in exercising, any right, power or privilege hereunder, shall operate as a waiver thereof or waive, affect or diminish any right of Lender there... | Label: No Waivers |
40d279f9-0f11-4c98-bf57-9c49351931bc | Clause:
The Company shall not, and shall use its commercially reasonable efforts to ensure that no Affiliate thereof shall, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of t... | Label: Integration |
6bfcf595-b33d-486b-b0a4-1c29a9fd8a43 | Clause:
The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged, including, but not limited to, directors and officers insurance ... | Label: Insurances |
521c0a49-c3e1-4115-94b9-17aba0f591be | Clause:
Such Investor is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignm... | Label: Organizations |
2dfe538a-e7a9-4df4-b209-d8a002ff0046 | Clause:
The amount of outstanding principal shall bear interest at a rate of twelve percent per annum; provided, however, upon the occurrence of an uncured Event of Default, the outstanding principal at the time of such uncured Event of Default shall accrue at the rate of seventeen percent (17%) per annum during the pe... | Label: Interests |
1f211fe1-c9a0-478b-b812-084b4ceb16d1 | Clause:
As a condition to the payments provided for in Sections 4.1 and 4.2, the Company may require that a Participant execute, within 45 days following termination of Participant’s employment, a release in favor of the Company in the form customarily used by the Company with respect to terminated employees (at the ti... | Label: Releases |
a8e4e670-d5f2-4bf4-a307-a8732b57b8cf | Clause:
The Amended and Restated Non-Disclosure Agreement for Battery Factory by and between Tesla, Tenant, and Panasonic with an effective date of October 23, 2013(“ NDA ”) sets forth the Parties’ respective confidentiality obligations hereunder. The NDA is hereby incorporated by reference in this Lease, and the term... | Label: Confidentiality |
f9b70ccd-7ffe-4a22-a483-41b7d12e351f | Clause:
The authorized capital of the Company consists of 75,000,000 shares of common stock, par value $0.0001, of which a total of 5,280,000 shares are issued and outstanding (the “Issued and Outstanding Common Stock”) The Issued and Outstanding Common Stock has been duly authorized, issued, fully paid and nonassessab... | Label: Capitalization |
ebf7e917-610a-4072-bb17-ed650dcb6ea3 | Clause:
The Parties hereto may amend, modify or alter any of the provisions of this Agreement, but only by a written instrument that explicitly refers to this Agreement and is duly executed by both Parties hereto.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendmen... | Label: Amendments |
b899efda-ec26-487e-98ae-72ced33e82dd | Clause:
The section headings and captions appearing in this Security Agreement are included solely for convenience of reference and are not intended to affect the interpretation of any provision of this Security Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements,... | Label: Headings |
5d9e8af3-bfed-43ee-adb9-1443127966a6 | Clause:
Until the expiration of the Standstill Period, SRS and the Company agree not to (and will cause any Persons acting on their behalf not to) make, or cause to be made (whether directly or indirectly), any public statement or any public announcement (including in any document filed with or furnished to the SEC or ... | Label: Non-Disparagement |
0d8dd478-ffa0-44ca-8908-513a6a1b9651 | Clause:
This Plan and the offer, issuance and delivery of shares of Common Stock and/or the payment of benefits under this Plan are subject to compliance with all applicable federal and state laws, rules and regulations (including but not limited to state and federal securities law) and to such approvals by any listing... | Label: Compliance With Laws |
535ad577-e4e5-4053-bec8-2cd4b62fd55c | Clause:
Each of the Parties hereby irrevocably and unconditionally submits to the jurisdiction of any state court of the State of California and any federal court sitting in the State of California and irrevocably agrees that all actions, suits or other proceedings arising out of or related to this Agreement or the oth... | Label: Consent To Jurisdiction |
58517a00-f8f8-4f4a-9937-f7ff5e51ca4c | Clause:
This Sublease shall be binding upon and inure to the benefit of Sublandlord and Subtenant and their respective successors and permitted assigns.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitra... | Label: Successors |
bcf3f0d6-ddc6-4594-8814-6a67e6ff7a2f | Clause:
The execution, delivery and performance of the Transaction Documents by the Company and its Subsidiaries and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Notes, the Warrants and the Warrant Shares) wi... | Label: No Conflicts |
2a7a1640-706d-42a2-ab25-44588de7883e | Clause:
Except as otherwise determined by the Committee or provided in Sections 3, 4, 5, 6 and 7 hereof or any Employment Agreement, any Options that remain unvested on the date you cease to be an Employee shall be forfeited to CyrusOne as of such date and, upon such forfeiture, all of your rights in respect of such Op... | Label: Forfeitures |
523fcd5e-fcc0-4e8d-930e-206416d21162 | Clause:
Each Seller Party is solvent and will not be rendered insolvent by any Transaction and, after giving effect to such Transaction, will not be left with an unreasonably small amount of capital with which to engage in its business. No Seller Party intends to incur, and does not believe that it has incurred, debts ... | Label: Solvency |
2da0ca23-aba6-4e07-83b7-7871bbb037cd | Clause:
The Parties respectively represent to one another that the execution, delivery and performance of this Amendment have been duly authorized and this Amendment constitutes the legally binding obligation of the respective Parties.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments... | Label: Authorizations |
9237e846-3394-4cad-a4d2-f3a845920783 | Clause:
Nothing in this Agreement or in the Plan shall confer upon Participant any right to remain in Continuous Service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Employer or of Participant, which rights are hereby expressly reserved by each, to terminate P... | Label: Employment |
d164f9bd-ac64-45ee-9a7b-ae0cdcefe52e | Clause:
Each Restricted Stock Unit and Restricted Stock Award granted under the Plan must be evidenced by an Award 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,... | Label: Terms |
41313e48-4de4-47bf-9c12-485b29a20857 | Clause:
(a) Each Agent and each Lender agrees to keep confidential any information ( a ) provided to it by or on behalf of the Borrower or any of their respective Subsidiaries pursuant to or in connection with the Loan Documents or ( b ) obtained by such Lender based on a review of the books and records of the Borrower... | Label: Confidentiality |
12286ffe-a092-4140-a364-5380e8103aea | Clause:
This Agreement may be executed in counterparts, each of which shall be deemed an original agreement, but all of which together shall constitute one and the same instrument. Execution and delivery of this Agreement by facsimile or other electronic transmission shall constitute execution and delivery of this Agre... | Label: Counterparts |
70ed9d7a-4a63-41e1-9948-64a8f5214c0b | Clause:
The rules in Sections 16.1 through 16.6 are effective for Plan Years beginning after December 31, 2007.
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, Au... | Label: Effective Dates |
1fb9d2d2-56f8-4a2f-bad1-f583df229788 | Clause:
This Agreement may be terminated at any time by the mutual written consent of each of the parties hereto. Furthermore, unless such date is extended by the mutual written consent of each of the parties hereto, this Agreement shall automatically terminate and be of no further force and effect in the event that (a... | Label: Terminations |
ab1afd13-a88d-4207-a7ea-e6bfabcb772e | Clause:
The parties agree to sign such other instruments, cause such meetings to be held, resolutions passed and by-laws enacted, exercise the vote and influence, do and perform and cause to be done and performed, such further and other acts and things as may be necessary or desirable in order to give full effect to th... | Label: Further Assurances |
f0a90a18-3e32-4106-a892-6931918e0ebd | Clause:
(a) Unless previously terminated, (i) the Tranche B Term Loan Commitments shall terminate at 2:00 p.m. (Chicago time) on the Effective Date and (ii) the Revolving Commitments shall terminate on the Maturity Date applicable thereto.
Task: Classify this clause into ONE of these types (exactly one label):
Adjust... | Label: Terminations |
9caff471-2ec5-4da8-a6b6-7f016cf709f1 | Clause:
Assuming that the consents referred to in clauses (a) and (b) of Section 5.5 are obtained, the execution and delivery by such Commitment Party of this Agreement and each other Transaction Agreement to which such Commitment Party is a party, the compliance by such Commitment Party with all of the provisions here... | Label: No Conflicts |
dfb52a39-9b02-49e2-a3e8-8e2cd2d3ae76 | Clause:
During the term of this Agreement, Distributor shall obtain and keep in force product liability, general liability and property damage insurance against an insurable claim or claims, which might or could arise regarding the Products or Accessories. Such insurance will be in a coverage amount required by any cus... | Label: Insurances |
9292105b-f32d-4b22-9b44-ce80b9aaab2b | Clause:
This Agreement (together with the Merger Agreement, to the extent referred to in this Agreement, and any documents delivered by the parties in connection herewith), constitutes the entire agreement among the parties with respect to the subject matter of this Agreement, and supersedes all prior agreements and un... | Label: Entire Agreements |
202b7945-97b0-4339-85bf-37e491aee546 | Clause:
Except as would not reasonably be expected to result in a Material Adverse Effect, (a) each Group Member has filed or caused to be filed all federal income tax returns and all other tax returns (including tax returns to be filed in foreign jurisdictions) that are required to be filed and has paid all Taxes show... | Label: Taxes |
749ee5a1-12ad-461e-af47-bc230a236e2d | Clause:
Each party hereto agrees to pay its expenses incurred in connection with this Agreement and the documents and transactions contemplated herein.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitrat... | Label: Expenses |
9c21fe05-0af2-481b-b109-2781eb77a3d8 | Clause:
Collect all of the collection expenses permitted under Section 10 of this Mortgage or otherwise permitted under law and have the amount of such expenses, together with all prepayment penalties due pursuant to the Note, which penalties shall be computed pursuant to the terms thereof and treating prepayment as oc... | Label: Expenses |
8be2cf6e-5a4b-40eb-935f-d972713e180a | Clause:
Except for Reppond's ownership of First Guaranty, neither Reppond nor First Guaranty controls (whether directly or indirectly, whether through the ownership of securities or by Contract or proxy, and whether alone or in combination with others) any interest in a ny corporation, partnership, business organizatio... | Label: Subsidiaries |
cf43f4fe-b250-4b1b-989f-ce4e2fa2bec3 | Clause:
Maintain adequate insurance with responsible companies in such amounts and against such risks and hazards as are normally insured against by similar businesses. All insurance policies shall be in such amounts, upon such terms, in form, and carried with such insurers, as are reasonably acceptable to Bank. Borrow... | Label: Insurances |
580ba2f1-1f76-4098-ad3f-834cc7585de7 | Clause:
This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter hereof, and supersedes all prior agreements, arrangements and understandings, written or oral, between the parties.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments,... | Label: Entire Agreements |
52fe8329-732e-4e0c-8787-524b168cb9d7 | Clause:
During the Employment Term, the Executive will serve as the Executive Vice President & General Counsel and Corporate Secretary of the Company. The employment relationship between the Company and the Executive will be governed by the applicable written general employment policies and practices of the Company con... | Label: Positions |
29e89dab-dfbd-40f1-a4ef-f7a589c7b068 | Clause:
The validity, interpretation and enforcement of this Amendment No. 11 and any dispute arising out of the relationship between the parties hereto, whether in contract, tort, equity or otherwise, shall be governed by the internal laws of the State of New York but excluding any principles of conflict of laws or ot... | Label: Governing Laws |
712c469c-e6c4-433c-981d-a9f0df7bfecb | Clause:
Borrower has no Subsidiaries other than those for which Borrower has complied with the requirements of Section 4.10 .
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: Subsidiaries |
48bcf580-2406-4a8d-bf22-133d7fd03b00 | Clause:
By its signature, each Person executing this Agreement on behalf of a party hereto represents and warrants to the other parties hereto that it is duly authorized to execute this Agreement. The ABL Agent represents and warrants that this Agreement is binding upon the ABL Lenders. The Term Loan/Cash Flow Revolver... | Label: Authorizations |
496270d0-4a84-4158-acd9-4283b4f8de81 | Clause:
In the event that any one or more of the provisions contained in this Agreement shall, for any reason, be held to be invalid, void, illegal, or unenforceable in any respect, such invalidity, voidness, illegality or unenforceability shall not affect any other provision of this Agreement, and the remaining portio... | Label: Severability |
9c76becd-2ddc-417c-a540-68a4d75d4988 | Clause:
This letter is effective until Maintenance Provider receives notice of termination from Wells Fargo.
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, Autho... | Label: Terms |
498ce5da-4254-472b-9e88-13b139a55ff5 | Clause:
If the Employee’s employment shall terminate due to Disability, the Options, which shall have in such circumstances vested pursuant to Section 4(d), shall remain exercisable through the Option Expiration Date.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amen... | Label: Disability |
88b65e74-02b2-4382-ae1c-7a2190993976 | Clause:
Acceptance of this Letter of Intent may be executed in any number of counterparts, each of which when delivered shall be deemed an original and all of which together shall constitute one and the same document. Signatures may be made by facsimile transmission.
Task: Classify this clause into ONE of these types... | Label: Counterparts |
e83af2bc-1380-445b-8d99-9837840b4491 | Clause:
(a) Subject to applicable law, each Borrower and each Loan Party will cause each Designated Subsidiary formed or acquired after the date of this Agreement or that becomes a Designated Subsidiary after the Effective Date in accordance with the terms of this Agreement within 30 days (in each case, as such time ma... | Label: Further Assurances |
1ce544e2-7996-47b1-95e5-f9ddabc077c0 | Clause:
This Agreement and the other Loan Documents represent the entire agreement of the Borrower, the Agents and the Lenders with respect to the subject matter hereof and thereof. This Agreement supersedes all prior commitments and undertakings of any or all of the Agents and Lenders relating to the financing contem... | Label: Integration |
accd3a8a-1800-449b-934e-407359703831 | Clause:
Comply with all Applicable Laws, including ERISA, Environmental Laws, FLSA, OSHA and laws regarding collection and payment of Taxes, and maintain all Governmental Approvals necessary to the ownership of its Properties or conduct of its business, in each case, unless failure to comply or maintain could not reaso... | Label: Compliance With Laws |
1263db9a-e4e9-4616-b994-3b4c67fc3eb4 | Clause:
Any notice under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally or when deposited in the United States mail, registered, postage prepaid, and addressed, in the case of the Company, to the Company’s General Counsel at 245 Freight Street, Waterbury, Connec... | Label: Notices |
e45cd8a8-0610-48a7-a254-2ce0a8ed673f | Clause:
Each Purchaser Party that belongs to a Group hereby appoints and authorizes the Group Agent for such Group to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to such Group Agent by the terms hereof, together with such powers as are reasonably incidental ... | Label: Authorizations |
849698e1-f883-45a2-a500-72a846702e93 | Clause:
This Multiparty Guaranty is a continuing and irrevocable guaranty of all Secured Obligations now or hereafter existing and shall remain in full force and effect until the Facility Termination Date (whereupon the Guarantors’ obligations under this Multiparty Guaranty shall terminate, other than contingent indemn... | Label: Terminations |
590b2bc0-6e74-45bf-80fb-955a78f3ec76 | Clause:
Notices and all other communications shall be in writing and shall be deemed to have been duly given when personally delivered or when mailed by United States registered or certified mail. Notices to the Company shall be sent to 4315 South Drive, Houston, Texas 77053 attention: Human Resources. Notices and comm... | Label: Notices |
25c76777-d6c9-4f7a-a5d4-52f17f45e552 | Clause:
No consent, approval, order or authorization of, notice to, or registration, declaration or filing with, any Governmental Authority is required in connection with the execution and delivery by any Q C Party of this Agreement or the Ancillary Agreements or the consummation of the transactions contemplated hereby... | Label: Consents |
2ab820d7-ffa1-49c3-921f-a47c82a86d0d | Clause:
Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is or may be, by reason of Indemnitee’s Corporate Status, made a witness or otherwise asked to participate in any Proceeding, whether instituted by the Company or any other person, and to which Indemnitee is not a party, Indemn... | Label: Indemnifications |
78f01711-61f2-4914-b53f-51ba68f5a9d3 | Clause:
Except as set forth on Schedule 3.6 , as of the Closing Date, and except as hereafter disclosed to Agent in writing, there is no Litigation or governmental proceedings pending against, or to Borrower’s Knowledge threatened against or affecting, Borrower, and there is no Litigation or governmental proceedings pe... | Label: Litigations |
ca115841-b59e-4e08-920c-3c25655d4f40 | Clause:
The Employee shall have no vested right in the Restricted Stock Units unless the requirements of Section 3(a) and 3(b) have been met. Such achievement shall be construed by all parties as a condition related to the purpose of the compensation for purposes of Section 409A of the Code. Provided that such requirem... | Label: Forfeitures |
07a8ac68-1525-44ec-8322-56ddc07bf04e | Clause:
Assignor does hereby transfer, assign, grant, and convey to Assignee, its successors and assigns, all of the right, title and interest of Assignor in and to the Assigned Debt only, it being acknowledged by Assignee that the Remaining Debt is not being assigned hereby.
Task: Classify this clause into ONE of the... | Label: Assignments |
a18fef68-e1fa-4276-b9c7-1d13b2a19bff | Clause:
The provisions of this Agreement and the other Loan Documents shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that neither the Borrower nor any Loan Party may assign or otherwise transfer any of its rights or obligations h... | Label: Successors |
756c8e54-f1be-4da3-9c3a-27d3ee63f2fe | Clause:
The representations and warranties of Seller and Buyer set forth in this Agreement are remade as of the Closing Date and shall not be deemed to be merged into or waived by the instruments of Closing and shall survive after the Closing Date for a period of twelve (12) months.
Task: Classify this clause into ONE... | Label: Warranties |
5e87deb0-564b-4ce1-9e7c-a863d0c12122 | Clause:
Except for the Employment Agreement between you and the Company, this Agreement and the Exhibits to this Agreement constitute the entire agreement between the parties relating to this subject matter and supersede all prior or simultaneous representations, discussions, negotiations and agreements, whether writte... | Label: Entire Agreements |
7add189f-47e3-4c5a-aacc-77ab483014ab | Clause:
This Agreement shall be governed by, interpreted under, and construed and enforced in accordance with, the Law of the State of Florida, not taking into account any rules of conflicts of laws that would cause the application of the laws of any other jurisdiction.
Task: Classify this clause into ONE of these typ... | Label: Governing Laws |
e711a6df-2c5e-4a42-924f-171d2703583a | Clause:
The Company shall pay reasonable expenses and attorneys’ fees incurred by Executive in connection with negotiating the terms of Executive’s employment as Interim CEO, up to a maximum of $25,000.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Co... | Label: Expenses |
c8e0e794-9d34-47aa-9ecf-4dc5153609ce | Clause:
During the Employment Term, the Executive shall serve as the President and Chief Executive Officer of the Company, reporting to the Company’s Board of Directors (the “ Board ”). In such position, the Executive shall have such duties, authority and responsibility as shall be determined from time to time by the B... | Label: Positions |
dc4dc21b-569b-4657-97bf-d7f07ec518fc | Clause:
All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a) . The Company owns, directly or indirectly, the capital stock or other equity interests of each Subsidiary, in the amounts set forth on Schedule 3.1(a), free and clear of any Liens, and all the issued and outstanding s... | Label: Subsidiaries |
bd6c40bb-d4d2-4b80-b15f-5e421705c0d8 | Clause:
Each Assignor represents and warrants that it is the true and lawful owner of or otherwise has the right to use the registered Marks listed in Annex E hereto for such Assignor and that said listed Marks include all United States marks and applications for United States marks registered in the United States Pate... | Label: Warranties |
26b7f9bb-5680-44f5-988e-82a4081b0a2f | Clause:
This Lease will be binding upon, and will inure to the benefit of, the Parties and their respective successors, permitted assigns and legal representatives. Nothing in this Section 12.9 shall be construed to waive the conditions elsewhere contained in this Lease applicable to assignment or subletting of the App... | Label: Binding Effects |
1c1f88c3-a018-4289-b656-d6412c8c7c8a | Clause:
Each of the entities comprising Seller has filed when due in accordance with all applicable laws (or properly and timely filed an extension therefor) all tax returns required under applicable statutes, rules or regulations to be filed by it. As of the time of filing, such returns were accurate and complete in a... | Label: Taxes |
f10776bc-0763-4eeb-b1c1-82fab5e9b542 | Clause:
Each Investor hereby represents and warrants to the Company that, as of the date hereof, such Investor is the sole owner of the Investor Series A Shares set out on such Investor’s signature page and transfers and delivers to the Company valid title to the Investor Series A Shares, free from all preemptive or si... | Label: Warranties |
be83dbdb-33ea-4988-a3fa-2a506ef9a599 | Clause:
Except as specifically set forth below, the representations and warranties of the parties hereto contained in this Agreement or in any certificate or other writing delivered pursuant hereto or in connection herewith shall survive the Closing until the first anniversary of the Closing Date. The covenants and ag... | Label: Survival |
04df4003-b94a-4e02-8e25-c788045afe05 | Clause:
Each party has participated fully in the negotiation and preparation of this Agreement with full benefit of counsel. Accordingly, this Agreement shall not be more strictly construed against either party.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments... | Label: Construction |
f6bbd2c8-cd1f-4376-bf4a-312016d28927 | Clause:
Buyer and Seller shall each indemnify, protect, defend and hold the other harmless from and against any claim in any way arising from the matters for which the other receives a credit or otherwise assumes responsibility pursuant to this Section 6 .
Task: Classify this clause into ONE of these types (exactly on... | Label: Indemnifications |
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