id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
ecf33136-fe07-40eb-a053-47b50bc27993 | Clause:
The Committee has caused the Company to set aside a sufficient number of shares of Common Stock for issuance to Grantee hereunder, assuming the maximum number of Vested Shares issuable hereunder, based on Performance, will be issued on the Vesting Date. Any such reserved shares that do not vest in accordance wi... | Label: Forfeitures |
76fb1461-2688-41b8-9158-e8571893482e | Clause:
Each Participant shall pay to the Company, or make provisions satisfactory to the Company for payment of, any taxes required by law to be withheld in connection with Awards to such Participant no later than the date of the event creating the tax liability. The Committee may allow Participants to satisfy such ta... | Label: Withholdings |
15d21eea-760c-4d01-b517-6187eaac9f4a | Clause:
This Agreement may be executed in two or more counterparts, each of which shall constitute an original, but all of which, when taken together, shall constitute one instrument, and shall become effective when one or more counterparts have been signed by each party hereto and delivered to the other parties.
Task... | Label: Counterparts |
cb0d70fa-de20-4d2d-9157-f3bb62de9a05 | Clause:
The remedies provided in this Warrant shall be cumulative and in addition to all other remedies available at law or in equity. Each party acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the other party and that the remedy at law for any such breach may be inadequate.... | Label: Remedies |
471cc8fb-9933-4032-9289-d24bf3a23dc4 | Clause:
All covenants, representations and warranties made in this Agreement continue in full force until this Agreement has terminated pursuant to its terms and all Obligations (other than inchoate indemnity obligations and any other obligations which, by their terms, are to survive the termination of this Agreement) ... | Label: Survival |
72a8e081-bc9c-4d02-821a-f524a5c94d6c | Clause:
Capitalized terms used and not defined in this Amendment shall have the respective meanings given them in the Reimbursement Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assi... | Label: Definitions |
b5f604a7-8ada-4f1e-ba58-fe3b1178d821 | Clause:
(a) The Loan Agreement is hereby amended as of the Amendment Effective Date to delete the stricken text (indicated textually in the same manner as the following example: stricken text ) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text... | Label: Amendments |
53248bc4-c8f5-4df8-a23a-e22745c6fad8 | Clause:
EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TO... | Label: Waiver Of Jury Trials |
bd475dcc-0d59-4cb3-a2d4-b8b815f97ae7 | Clause:
Holder acknowledges and agrees that (i) certain of the information contained herein, including the existence and terms of this Agreement, is of a confidential nature and constitutes material non-public information under United States federal securities laws, (ii) United States federal securities laws prohibit a... | Label: Confidentiality |
cb18e143-7345-4f3a-9975-c418fb6027ba | Clause:
This Amendment may be executed in as many counterparts as may be deemed necessary and convenient, and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed an original, but all such counterparts shall constitute one and the same instrument. Originals transmit... | Label: Counterparts |
a4776442-4859-46db-a81e-c90d2bbc42c1 | Clause:
Interest on Loans shall be computed on the basis of a year of 360 days and paid for the actual number of days elapsed. Interest on unpaid fees, if any, hereunder shall be computed on the basis of a year of 360 days and paid for the actual number of days elapsed.
Task: Classify this clause into ONE of these ty... | Label: Fees |
24ed1fc3-a83d-4ffb-b877-b0450cd294e2 | Clause:
The Reclassification Agreement (including the exhibits and annexes attached thereto), the Reimbursement Agreement and this Irrevocable Proxy constitute the entire agreement among the parties, and supersede all prior agreements, understandings, arrangements or representations, by or among the parties, written an... | Label: Entire Agreements |
2deb2e47-c8e3-4306-8f67-4ae15991fc0b | Clause:
This Agreement constitutes the full and entire understanding and agreement, whether written or oral, among the parties with regard to the subject matter of this Agreement and supersedes all prior agreements and understandings with respect to such subject matter.
Task: Classify this clause into ONE of these typ... | Label: Entire Agreements |
ed8b3140-0b42-49f1-adb1-53dbedffbe26 | Clause:
Directly or indirectly, use any portion of the Loan or any portion of the proceeds of the Loan for any purpose which would breach the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010 and other similar anti- corruption legislation in other jurisdictions.
Task: Classify this clause in... | Label: Anti-Corruption Laws |
b0d77780-df81-453c-8f86-313bf1d324dc | Clause:
The Company shall withhold from any payments made to Executive under this Agreement any amounts determined by the Company to be required to be withheld by applicable federal, state or local tax law.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Ant... | Label: Tax Withholdings |
90726902-4e70-48ad-b967-d10e543f3f6a | Clause:
Consultant acknowledges and agrees that he will not defame or publicly criticize the services, business, integrity, veracity or personal or professional reputation of the Company or any affiliate and any of their officers, directors, partners, employees, or agents thereof in either a professional or personal ma... | Label: Non-Disparagement |
ea05253c-dd25-47e1-99da-c06f84258108 | Clause:
The Pledgor shall at any time and from time to time, at its own cost and expense, promptly execute and deliver all further instruments and documents, and take all further action, that may be necessary or desirable, or that the Collateral Agent may reasonably request in writing, in order to perfect and protect a... | Label: Further Assurances |
a5b4e55e-a119-43a7-ab25-b2ed8ba95bda | Clause:
Seller shall pay the State of Illinois and County of Lake real estate transfer taxes and documentary stamps, the cost of the Title Commitment and any updates thereto, the cost of a standard ALTA Owner’s Policy of Title Insurance (the “ Title Policy ”), the costs of any endorsements to the Title Policy to the ex... | Label: Costs |
2577ba3a-4b2a-4e15-be16-b68d2ef8c2ff | Clause:
Borrower shall keep accurate and complete records of its Accounts, including all payments and collections thereon, and shall submit to the Administrative Agent sales, collection, reconciliation and other reports in form satisfactory to the Administrative Agent, on such periodic basis as the Administrative Agent... | Label: Records |
524f1ec2-b3bc-4048-bbd7-20f1069f9949 | Clause:
(a) For the period following the Termination Date specified in Paragraph (3) of Annex A (the “Non-Competition Period”), subject to the Executive’s receipt of benefits under Section 4, the Executive will not, without the prior written consent of the Company, which consent will not be unreasonably withheld, engag... | Label: Confidentiality |
2a2e8a91-53bb-47d7-a07d-c63304e87857 | Clause:
The Company and each Investor hereby acknowledge and agree that the rights of the parties hereunder are special, unique and of extraordinary character, and that if any party refuses or otherwise fails to act, or to cause its Affiliates to act, in accordance with the provisions of this Agreement, such refusal or... | Label: Specific Performance |
e2424c2e-44ec-4c6f-8d90-82832f5b9dc1 | Clause:
As compensation for his services, the Executive shall be paid a base salary at a minimum annual rate of $185,000 payable in accordance with the Company's customary payroll practices, which salary shall be reviewed and may be increased (but not decreased without the Executive's written consent) from time to time... | Label: Base Salary |
ac47eee6-5a7a-45bd-bb54-6849671ce7b0 | Clause:
The obligations contained in this Agreement which by their terms are intended to survive this Agreement, shall survive cessation of employment and the termination of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws... | Label: Survival |
148dd200-a704-4fd3-8c99-6b5c8a68a7b9 | Clause:
Diller hereby represents and warrants to Splitco that (a) Diller has the power and authority to enter into this Agreement and to carry out his obligations hereunder, (b) the execution and delivery of this Agreement by Diller has been duly authorized by all necessary action on the part of Diller and no other pro... | Label: Representations |
9b27b1ab-b92d-4050-9379-3ac9718889cf | Clause:
(a) VRI shall have no direct Subsidiaries other than Borrower and Gillett, (b) Gillett shall have no Subsidiaries, and VRI shall not permit Gillett to have any Subsidiaries, and (c) Gillett shall not own any Critical Assets, and VRI shall not permit Gillett to own any Critical Assets.
Task: Classify this claus... | Label: Subsidiaries |
e4d9f9f2-c873-4ff1-913d-a126d0d07228 | Clause:
Assignor hereby transfers, assigns and conveys all of its rights, powers, privileges and interests in, to and under the Development Agreement to Assignee, its successors and assigns, fully intending that Assignee, its successors and assigns, shall have the rights and powers and be entitled to the benefits there... | Label: Assignments |
b8e28d3f-bf10-4ea1-b392-92e3e42a4d8b | Clause:
Sublandlord, for and in consideration of the payment of the rent and the performance of the covenants hereinafter mentioned, does hereby demise, lease and assign unto Subtenant the Subleased Premises, on the terms and conditions set forth herein, commencing as of the date that exclusive broom-clean possession o... | Label: Terms |
41a35592-d4d8-411c-a417-bc2339a58fae | Clause:
Employee acknowledges that the Company may be irreparably injured by a violation of Sections 7, 8 or 9 and agrees that the Company shall be entitled to an injunction restraining Employee from any actual or threatened breach of Sections 7, 8 or 9 or to any other appropriate equitable remedy without bond or other... | Label: Remedies |
65cf9f0c-61c5-4cca-82c5-ce8240288de3 | Clause:
Except as described in the WES SEC Documents, there are no actions, suits, claims, investigations or proceedings pending or, to the knowledge of the Western Gas Parties, threatened or contemplated, to which the Partnership Entities or any of their respective directors or officers is or would be a party or to wh... | Label: Litigations |
6b4105e6-9b45-48f4-a489-593aa0e9cf27 | Clause:
There is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulato... | Label: Litigations |
23d68d3d-4b29-4200-9ff2-e9adf99fa683 | Clause:
This Agreement, together with the Merger Agreement, constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes any prior understandings, negotiations, agreements, or representations among the Parties of any nature, whether written or oral, to the extent they rela... | Label: Entire Agreements |
6285110f-cabb-4acb-8995-3e2e1e070ea7 | Clause:
For the purpose of this Agreement, notices and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been duly given when delivered by e-mail, hand or overnight courier or three days after it has been mailed by United States registered mail, return receipt reques... | Label: Notices |
ba963083-0f77-452d-919a-b2dec9433af0 | Clause:
Subject to Section 2.2(a), the Award shall vest and the Restrictions shall lapse in accordance with the Performance Vesting Condition and the Time Vesting Condition set forth in the Notice of Restricted Stock Award above; provided , however , that to the extent permitted by applicable law and the terms of the P... | Label: Vesting |
1f8025a8-3f17-43e6-9b42-0131365195ba | Clause:
With respect to Base Rate Loans, the rate of interest on which is calculated based on the Prime Rate hereunder, interest thereon shall be computed on the basis of a year of 365 days (or 366 days in a leap year) and paid for the actual number of days elapsed (including the first day but excluding the last day). ... | Label: Fees |
dae01e21-dc7c-4e7f-afcb-cef2a8fd14c3 | Clause:
Employee agrees that in the event that (i) Employee breaches any term of Sections 3 or 4 hereof or this Section 5, or (ii) Employee challenges the validity of all or any part of this Section 5, and all or any part of this Section 5 is found invalid or unenforceable for any reason whatsoever by a court of compet... | Label: Forfeitures |
b309afe4-b726-4c80-8b14-1cd257d93ad2 | Clause:
Employee acknowledges that Employee is forty (40) years of age or older. Employee intends and does hereby waive, release and forever give up any recovery of damages for violations of Employee’s rights under the Age Discrimination in Employment Act (“ADEA”), as amended. The ADEA is a federal law that protects Em... | Label: Waivers |
3109ed1d-b936-4b5d-96e0-529ec1e65ac1 | Clause:
Each Grantor hereby covenants and agrees that with respect to any Commercial Tort Claim hereafter arising it shall deliver to the Secured Party a completed Pledge Supplement, substantially in the form of Annex A attached hereto, together with all Supplements to Schedules thereto, identifying such new Commercial... | Label: Agreements |
52d699e1-5f5c-4aa3-87fc-0be671ebcebf | Clause:
The Stockholder hereby authorizes Parent and the Company to publish and disclose in any announcement or disclosure required by the SEC, including the Joint Proxy Statement/Prospectus, the Stockholder’s identity and ownership of the Covered Shares and the nature of the Stockholder’s obligations under this Agreem... | Label: Disclosures |
071d2f4e-2980-4a66-ab32-8432a6ef5b36 | Clause:
The pa rties to each a ssi gnment shall execute and deliver to the Administrative Agent an Assignment and Assumption, togethe r with a processing and recordation fee in the amount of $ 3,500 an d the assignee, if it is not a Lender , s hall d eliver to the Administrative Agent an admini strative questionnaire; ... | Label: Assignments |
61d129b5-1ecb-4a60-9d53-0deb1d72fdcc | Clause:
Other than Stifel, Nicolaus & Company, Incorporated, the financial advisor to the conflicts committee of the board of directors of the General Partner, no investment banker, broker, finder, financial advisor or other intermediary has been (directly or indirectly) retained by or is authorized to act on behalf of... | Label: Brokers |
e9979dce-f02f-4ac8-af1e-6979c767ce3c | Clause:
In addition to the other rights and remedies granted to Buyer in the Transaction Documents, Buyer shall have all rights and remedies of a secured party under the New York UCC or any other applicable law. Without limiting the generality of the foregoing, at any time when an Event of Default has occurred and is ... | Label: Remedies |
024e73fe-e574-4eea-8bc4-f1c8c6276e11 | 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 |
d9b23ab5-257e-4c10-a0eb-c49f2abffedd | Clause:
Deliver to the Agent, in form and detail satisfactory to the Agent and the Required Lenders with sufficient copies for each Lender, within ten Business Days of the filing thereof with the SEC, a copy of (i) each registration statement filed under the Securities Act of 1933, (ii) each Form 10-Q and Form 10-K (in... | Label: Financial Statements |
deade847-cc15-456c-8f3c-f6b67c61783c | Clause:
The provisions of this Subscription Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.
Task: Classify this clause into ONE of these types (exactly one lab... | Label: Severability |
31016a7c-bc03-4b07-b78a-5b9eea89acda | Clause:
Subject to the terms and conditions set forth herein, the Borrower may request the issuance of standby letters of credit hereunder (collectively with the Existing Letters of Credit, each a “ Letter of Credit ”) in Dollars and Available Currencies as the applicant thereof may request for the support of its or it... | Label: General |
f6cdef9d-9153-4eb6-b955-265eb10f20fe | Clause:
This Agreement may be modified, amended, waived, or terminated only by an instrument in writing signed by the party against which enforcement of such modification, amendment, waiver, or termination is sought. No failure or delay in exercising any rights provided hereunder shall constitute a waiver of any defaul... | Label: Miscellaneous |
686f0b1d-a29a-4fad-874b-a17df695660f | Clause:
No amendment to this Agreement shall be effective unless in writing and signed by both you and the Corporation.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Autho... | Label: Amendments |
8698c646-b50d-454b-a938-4779dcf59a8f | Clause:
Each Obligor shall indemnify Administrative Agent and each Lender for and hold Administrative Agent and each Lender harmless against the full amount of Indemnified Taxes and Other Taxes (including any Indemnified Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this Section 2.5.4) paid ... | Label: Indemnity |
2080e80c-646b-4e66-9afd-486d7263e59d | Clause:
Not make or consent to any amendment or other modification or waiver with respect to any of the Pledged Collateral of such Pledgor or enter into any agreement or allow to exist any restriction with respect to any of the Pledged Collateral of such Pledgor other than as may be permitted under the Credit Agreement... | Label: Amendments |
5116946f-da0a-4a6e-9bb4-eacde2d1eafc | Clause:
Biomark has not retained any broker, finder or agent or agreed to pay any brokerage fees, finder's fees or commissions with respect to the transactions contemplated hereby.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applica... | Label: Brokers |
084645e0-f504-430b-8221-20c77a3e040d | Clause:
Executive agrees to cooperate, to a reasonable extent, with and assist Caladrius, its affiliates and legal counsel and provide information to Caladrius, its affiliates and legal counsel as to matters in which Executive was involved prior to the Termination Date, including, without limitation, information needed... | Label: Cooperation |
ea2f022b-3426-42f8-95f2-4c876d35b391 | Clause:
This Agreement and the Plan contain the entire agreement and understanding of the parties hereto with respect to the subject matter contained herein and supersede all prior communications, representations, and negotiations in respect thereto.
Task: Classify this clause into ONE of these types (exactly one labe... | Label: Entire Agreements |
42e7df23-73e5-41c0-9d14-e4e6e6b54527 | Clause:
A Party may deliver executed signature pages to this Agreement by electronic transmission, including without limitation, email and facsimile transmission, to any other Parties, which email or facsimile copy shall be deemed to be an original executed signature page. This Agreement may be executed in any number o... | Label: Counterparts |
8f497613-7d27-4f87-a12e-92ff1ff78065 | Clause:
The term of this Lease (the “ Term ”) shall commence on the Commencement Date set forth in the Basic Lease Information (the “ Commencement Date ”) and, unless sooner terminated, shall expire on the Expiration Date set forth in the Basic Lease Information (the “ Expiration Date ”).
Task: Classify this clause in... | Label: Terms |
dfa7ae64-eb6d-4e65-a0d3-fa878f43f9f7 | Clause:
No Borrower or Subsidiary, nor to the knowledge of the Borrower or any Subsidiary, any director, officer, employee, agent, controlled affiliate or representative thereof has (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; ... | Label: Anti-Corruption Laws |
ea8714cd-527d-452c-8065-27a2142a195f | Clause:
This Pledge Agreement and each Pledge Joinder Agreement, and the terms, covenants and conditions hereof and thereof, shall be binding upon and inure to the benefit of the parties hereto, and to their respective successors and assigns, except that no Pledgor shall be permitted to assign this Pledge Agreement, an... | Label: Assignments |
a4872447-b97d-49c8-9ccb-76d73d7c6b7b | Clause:
The closing of the exchange to be made pursuant to this Agreement (the "Closing") shall take place at 10 a.m. E.S.T. on the day when the conditions to closing set forth in Articles V and VI have been satisfied or waived, or at such other time and date as the parties hereto shall agree in writing but no later th... | Label: Closings |
e845e628-99c8-4537-bb90-a355b7ae9c01 | Clause:
Throughout this Agreement, nouns, pronouns and verbs shall be construed as masculine, feminine, neuter, singular or plural, whichever shall be applicable. All references herein to “Articles,” “Sections” and “Paragraphs” shall refer to corresponding provisions of this Agreement.
Task: Classify this clause into ... | Label: Interpretations |
bcda6c41-a8fe-42ae-acc9-b56cfa809322 | Clause:
The Company warrants and represents that all oral communications, written documents or materials furnished to Advisor by the Company with respect to financial affairs, operations, profitability and strategic planning of the Company are accurate in all material respects and Advisor may rely upon the accuracy the... | Label: Indemnifications |
c9af6609-2e09-41a6-aa67-b74cda0086fe | Clause:
Upon the occurrence of a THR Put Event, Adeptus (or Adeptus’ legal representative) shall give written notice of the THR Put Event (the “ THR Put Notice ”) to THR within ten (10) days after the occurrence of such THR Put Event.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments,... | Label: Notices |
36dba3cb-ff9f-4a56-aaa4-ab2068efc0d3 | Clause:
The following principles of interpretation and construction apply to this Agreement and all attached Exhibits, annexes and schedules to this Agreement, unless otherwise expressly indicated or required by the context.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreement... | Label: Interpretations |
dc02b4a3-ee69-4ea9-8e66-b1ee896124b9 | Clause:
Each Borrower: (a) is, as of the Closing Date, and will continue to be (i) a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, (ii) duly qualified to do business and in good standing in each other jurisdiction where its own... | Label: Compliance With Laws |
b517ad2e-d4b3-48cf-9f03-cb033cd94492 | Clause:
This Agreement and the other Transaction Agreements (and all exhibits and schedules thereto) collectively constitute and contain the entire agreement and understanding of the Parties with respect to the subject matter hereof and thereof and supersede all prior negotiations, correspondence, understandings, agree... | Label: Entire Agreements |
3ce7e11d-c424-476a-a777-b0f992243951 | Clause:
The Parent represents and warrants that, as of the Effective Date, (i) the representations and warranties of Parent and its Subsidiaries contained in the Credit Agreement and in the other Loan Documents are true and correct in all material respects (except that such materiality qualifier shall not be applicable... | Label: Representations |
4173b388-4987-4713-900b-5d7213ef84bc | Clause:
No failure on the part of the Administrative Agent or any other Secured Party to exercise and no delay in exercising, and no course of dealing with respect to, any right, remedy, power or privilege under any of the Financing Documents shall operate as a waiver thereof, nor shall any single or partial exercise o... | Label: Waivers |
15c84e3a-7395-4e68-9222-82f848cbaa91 | Clause:
Indemnitee shall give the Company notice in writing as soon as practicable of any Proceeding for which indemnification will or could be sought under this Agreement, provided that any failure or delay in giving such notice shall not relieve the Company of its obligations under this Agreement unless and to the ex... | Label: Cooperation |
76702126-dd55-498a-b032-ab28a2535d80 | Clause:
This Agreement may not be assigned by Executive without the prior written consent of the Company. The Company shall have the right to assign this Agreement to its successors and assigns in connection with a change in control or business transaction requiring a general assignment, and all covenants and agreement... | Label: Assignments |
6d77099b-fed4-43d5-9240-fef5ffb91125 | Clause:
During the Term, the Executive shall be entitled to receive a base salary (“Base Salary”) at a rate of four hundred fifty five thousand dollars ($455,000.00) per annum, which Base Salary shall be payable in arrears in equal installments not less frequently than on a bi-weekly basis in accordance with the payrol... | Label: Base Salary |
182dc828-ae0a-4444-a374-fcc7e36f4b97 | Clause:
The parties hereto agree that monetary damages would not be an adequate remedy in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms. It is expressly agreed that the parties hereto shall be entitled to equitable relief, including injunctive relief a... | Label: Specific Performance |
c8066191-60b2-4b7c-a196-89ff46daf5e1 | Clause:
If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in... | Label: Severability |
40448daf-8e31-4b2d-be0f-d8388b1d1b9a | Clause:
Each party represents to the other party that (a) it has the corporate or other requisite power and authority to execute, deliver and perform this IP Agreement, (b) the execution, delivery and performance of this IP Agreement have been duly authorized by all necessary corporate or other action, (c) this IP Agre... | Label: Authority |
8f8c2406-5704-4d37-be13-b689b88e9ef1 | Clause:
EACH OF THE LOAN PARTIES, ON ITS OWN BEHALF AND ON BEHALF OF ITS SUCCESSORS AND ASSIGNS (EACH OF THE FOREGOING, COLLECTIVELY, THE “ RELEASING PARTIES ”), HEREBY ACKNOWLEDGES AND STIPULATES THAT AS OF THE DATE OF THIS WAIVER, NONE OF THE RELEASING PARTIES HAS ANY CLAIMS, CAUSES OF ACTION, DEMANDS OR LIABILITIES ... | Label: Releases |
81f19ce2-08a9-422e-ae0b-ca1e9e29834d | Clause:
This RSU Agreement, the Notice and the Offer Letter constitute the entire agreement and understanding of the parties relating to the subject matter herein and supersede all prior discussions between them. Any prior agreements, commitments or negotiations concerning the acquisition of the Shares hereunder are su... | Label: Entire Agreements |
4c0461ea-1e77-4e43-9fa3-7e9244cffb95 | Clause:
No interest shall accrue or be payable on the balances in a Partner’s GP-Related Capital Accounts or Capital Commitment-Related Capital Accounts.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitr... | Label: Interests |
968273e0-2f98-4385-8d40-bda629724dc5 | Clause:
No lawsuit, claim or demand has been served upon the Ethanol Parties, nor to the Ethanol Parties' knowledge is threatened with respect to this Agreement or any action required to be taken by the Ethanol Parties in connection with any of the transactions contemplated herein, and there are no pending, nor to the ... | Label: Litigations |
d1f5dfc9-5e06-456b-86fd-36968208cadd | Clause:
In the event the Committee shall determine that a corporation has ceased to be a Subsidiary, such former Subsidiary shall be deemed to have withdrawn from the Plan as of the first day of the next succeeding month, following such determination of the Committee, or, in lieu thereof, as of such other date as the C... | Label: Subsidiaries |
25598da3-7a19-4348-af16-d122278d1063 | Clause:
THIS GUARANTY MAY BE ENFORCED IN ANY FEDERAL COURT OR STATE COURT SITTING IN HENNEPIN COUNTY, MINNESOTA; AND THE GUARANTOR CONSENTS TO THE JURISDICTION AND VENUE OF ANY SUCH COURT AND WAIVES ANY ARGUMENT THAT VENUE IN SUCH FORUMS IS NOT CONVENIENT.
Task: Classify this clause into ONE of these types (exactly on... | Label: Consent To Jurisdiction |
470e4cc5-f445-4e27-b6fa-e100c6dc5250 | Clause:
The Company’s consolidated financial statements as set forth in all filings made with the Securities and Exchange Commission, including without limitation those made using Forms 10-Q, 10-K and 8-K were true and correct (the “ Company Financial Statements ”), in all material respects, at the time such filings we... | Label: Financial Statements |
73ed1926-f66a-4226-a72e-5347f3f6e6fd | Clause:
There are no oral agreements or representations between the parties not contained herein. This Agreement may only be altered or changed by agreement in writing signed by the parties.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Law... | Label: Entire Agreements |
86c01284-1e45-4ed6-83ba-c2254a4a5257 | Clause:
All questions concerning the construction, validity, enforcement and interpretation of this Guarantee shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each of the Company and the Guarantor... | Label: Governing Laws |
312013f8-6c36-4405-a024-ff8753409a57 | Clause:
Immediately prior to the Initial Closing, the authorized capital stock of the Company will consist of 50,000,000 shares, with a par value of $0.001 per share, of which 47,000,000 shares are designated Common Stock and 3,000,000 shares are designated preferred stock, of which 7,407,097 shares of Common Stock and... | Label: Capitalization |
c5cbc0d8-21b6-499d-ab94-fd70cd4b8633 | Clause:
Article and section headings in this Fourth Amendment are for convenience of reference only, and shall not govern the interpretation of any of the provisions of this Fourth Amendment.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption La... | Label: Headings |
fbc4697a-3058-4a26-bead-85be576416ac | Clause:
Executive shall provide Executive’s reasonable cooperation in connection with any action or proceeding (or any appeal from any action or proceeding) which relates to events occurring during Executive’s employment hereunder, provided , that, following termination of Executive’s employment, the Company shall pay ... | Label: Cooperation |
fc83b2e2-dee0-44f2-a458-4d149a58fdfc | Clause:
The Borrower agrees to indemnify each Lender for, and to hold each Lender harmless from, any loss or expense that such Lender may sustain or incur as a consequence of (a) default by the Borrower in making a borrowing of, conversion into or continuation of Eurodollar Loans after the Borrower has given a notice r... | Label: Indemnity |
c31bd712-3312-42b7-bffc-ca02c2e5d27a | Clause:
From the Acquisition Date through and including the Closing Date, Seller agrees to keep the Property insured for its full replacement cost against fire and other hazards covered by extended coverage endorsement, including at all time maintaining builder’s risk insurance, and carry commercial general liability i... | Label: Insurances |
ca1cabbf-9369-4740-937f-004aebcce2df | Clause:
This Bill of Sale may not be assigned by either Party in whole or in part without the consent of the other Party; provided, that each Party may assign this Bill of Sale without consent of the other Party as set forth in the Agreement. Any permitted assignee will expressly assume all obligations imposed on the ... | Label: Assignments |
4c556f5b-68f2-47ea-a3bb-cd0d205828d0 | Clause:
The section headings appearing in this Agreement are inserted only as a matter of convenience and in no way alter, modify, or limit the scope of any section.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Appro... | Label: Headings |
11cdc180-bfc4-4a76-a29d-007fea892a37 | Clause:
This Agreement sets forth the entire agreement between Executive and the Company with regard to Executive’s termination of employment and fully supersedes and invalidates any prior agreements or understandings between the Parties with regards to the same subject matter ; provided, however, that any surviving pr... | Label: Entire Agreements |
91df4d04-3ff2-45f8-99fa-e63703fef5ff | Clause:
The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights as described in the SEC Reports as necessary o... | Label: Intellectual Property |
78e7e2e3-1fcb-43bb-9df3-7ab651f6f816 | Clause:
When a reference is made in this Agreement to a section, exhibit or schedule, such reference shall be to a section, exhibit or schedule of this Agreement unless otherwise indicated. The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the... | Label: Headings |
247eb0e2-8b0a-4750-a7c7-a23ae6b57ca0 | Clause:
Each Member represents and warrants that such Member is duly authorized to execute, deliver and perform its obligations under this Agreement and that the Person, if any, executing this Agreement on behalf of such Member is duly authorized to do so and that this Agreement is binding on and enforceable against su... | Label: Representations |
25c8011e-0ec5-4e6e-b502-146939102912 | Clause:
If the Executive’s employment is terminated because of the Executive’s Disability during the Employment Period, this Agreement will terminate without any further obligation on the part of the Company under this Agreement, other than for (i) payment of the Accrued Obligations and six months of the Executive’s Ba... | Label: Disability |
0c256ec1-6327-473c-8888-180b5084fb40 | Clause:
The Executive shall faithfully perform for the Company the duties incident to the office of Executive Vice President and Chief Financial Officer and shall perform such other duties of an executive, managerial or administrative nature as shall be specified and designated from time to time by the Board and the Co... | Label: Duties |
b752e661-05bf-4110-b3af-912ed0c19735 | Clause:
No waiver of any provision of this Lease shall be implied by any failure of a party to enforce any remedy on account of the violation of such provision, even if such violation shall continue or be repeated subsequently, any waiver by a party of any provision of this Lease may only be in writing, and no express ... | Label: No Waivers |
933af684-52f1-4bc5-8f58-23ed55f539a9 | Clause:
The Company shall not publicly disclose the name of any Purchaser or an Affiliate of any Purchaser, or include the name of any Purchaser or an Affiliate of any Purchaser in any press release or filing with the Commission (other than the Registration Statement) or any regulatory agency or trading market, without... | Label: Publicity |
a292500f-c78e-4e1f-b431-98b0d10ba9a2 | Clause:
All news releases, publicity or advertising by Borrower or its Affiliates through any media intended to reach the general public, which refers to the Loan Documents, the Loan, Lender or any member of the Lender Group, a Loan purchaser, the Servicer or the trustee in a Secondary Market Transaction, shall be subj... | Label: Publicity |
8512cc19-26fb-4c6e-a5e7-c0ba609dbff9 | Clause:
Each Party shall be solely responsible for its internal expenses incurred in furtherance of the Prosecution Activities. Takeda shall be responsible for Third Party Expenses incurred by or on behalf of itself in connection with Prosecution Activities for the Takeda Patents in the Territory. Takeda shall reimbu... | Label: Expenses |
3695ea95-1660-4b49-8045-4c1f7bf7dc10 | Clause:
The Borrower agrees to pay to the Agent the Agent's fees as are mutually agreed to from time to time by the Borrowers, the Agent and the Required Lenders, including the fees set forth in the Agent Fee Letter.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amend... | Label: Fees |
d3b4892f-3927-4ff2-9149-7674aa31f0f0 | Clause:
THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS PROVISIONS THEREOF. SC AND YOU AGREE TO SUBMIT ANY ACTION TO ENFORCE THIS AGREEMENT AND ANY OTHER ACTION ARISING OUT OF OR RELATED TO YOUR EMPLOYMENT WITH SC, OTHER ... | Label: Jurisdictions |
000dd486-1e63-493a-b2ef-f99fc0fc0929 | Clause:
The Borrower Parties will use the proceeds of the Loans, together with cash on hand of Holdings and its Subsidiaries, on the Effective Date to directly or indirectly finance a portion of the Transactions. Following the Effective Date, Holdings and its subsidiaries will use the proceeds of (i) any Incremental Lo... | Label: Use Of Proceeds |
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