id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
d4cb15a0-71f7-4867-b699-3c48d9ed841e | Clause:
The representations and warranties of Hersha Owner and Hersha Lessee contained in this Agreement shall be true and correct in all material respects as of the Effective Date and as of the Closing Date (unless a specific date is expressly provided for this Agreement).
Task: Classify this clause into ONE of these... | Label: Warranties |
e9c475c8-a58b-4874-be12-83c64825134f | Clause:
This Agreement shall terminate automatically if the Effective Date does not occur prior to December 31, 2016. This Agreement shall terminate on the date that neither JLL nor its Affiliated Entities, on the one hand, and neither DSM nor its Affiliated Entities, on the other hand, owns any Registrable Securities... | Label: Terms |
767e3489-9a18-47ea-b8fc-4a25004b5b96 | Clause:
This Agreement, and the Parties’ respective rights and obligations hereunder, shall be of no force or effect until the occurrence of the Closing. Upon the occurrence of the Closing, this Agreement, and all of the Parties’ respective rights and obligations hereunder, shall immediately and automatically become ef... | Label: Effectiveness |
314a010c-dbc0-45ad-9bee-021208b022f0 | Clause:
For a period of four (4) months following the Separation Date, Employee will provide reasonable assistance and information necessary to the transition of Employee's job responsibilities. This duty to cooperate includes assistance and cooperation with the Company in locating information or data, providing other ... | Label: Cooperation |
fc1d13a8-aac8-4227-a28e-9df21a93b6f9 | Clause:
United States Federal income tax returns of the Company and its Subsidiaries have been examined and closed through the fiscal year ended December 31, 2011. The Company and its Subsidiaries have filed all income tax returns and all other material tax returns which are required to be filed by them and have paid ... | Label: Taxes |
9769432e-370c-44b2-bf4a-ea80b355cb94 | Clause:
The Company may use the net proceeds hereunder at its sole discretion.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefi... | Label: Use Of Proceeds |
56169f42-572d-4fa3-b0f1-2f656ce1dff3 | Clause:
The execution, delivery and performance by the Purchaser of this Agreement does not, and the consummation of the transactions contemplated hereby will not, constitute or result in (a) a breach or violation of, or a default under or otherwise conflict with, its Organizational Documents, (b) a violation or breach... | Label: No Conflicts |
e0c7295d-5fe8-47c8-bea0-d12b7159b86b | Clause:
In the event of a Change in Control (as defined in the Plan), the surviving, continuing, successor, or purchasing entity or parent thereof, as the case may be (the "Acquiror" ), may, without the consent of any Participant, either assume the Company's rights and obligations under outstanding Options or substitut... | Label: Change In Control |
d4dafd89-6e15-46e6-a0f0-841171e8ed48 | Clause:
Except as otherwise set out in Section 3(g) of the Disclosure Schedule, since November 30, 2015, the Company has timely filed (within applicable extension periods) all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the ... | Label: Financial Statements |
95d8b31a-f905-4cec-8325-0d49592d8425 | Clause:
The term of this Agreement shall commence upon execution, and your employment shall commence on July 1, 2016 . The Associate understands and acknowledges that employment is “at will” and is terminable at any time at the will of Benefitfocus or the Associate, notwithstanding any other provisions of this Agreemen... | Label: Terms |
22031095-331d-442e-8fc2-40fd1044f8dc | Clause:
All notices under this Note shall be given as set forth in the Purchase 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, Authority, Authorizations, Base Sa... | Label: Notices |
80adf40c-bd57-461a-b969-79baab576af5 | Clause:
In the event that any one or more of the provisions contained in this Agreement or in any other instrument referred to herein, shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, then to the maximum extent permitted by law, such invalidity, illegality or unenforceability shall... | Label: Severability |
8c61d67b-d9c4-4280-b383-21ecd457654d | Clause:
Schedule 4.26 sets forth the following information with respect to each insurance policy (collectively, the “ Insurance Policies ”) to which each Company is a party, a named insured, covered or otherwise the beneficiary of coverage: (a) the name of the insurer; (b) the policy number; (c) the name of the policyh... | Label: Insurances |
fd91b20b-96b8-4e2b-adc3-05b2aa7b50ed | Clause:
Each Party represents that it has full right, power and authority to enter into 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, Authority, Authorizat... | Label: Authority |
02946447-c658-48e1-b5a1-cd104847788d | Clause:
This Agreement and any claim, controversy or dispute arising under or related to or in connection with the Agreement, the relationship of the parties, and/or the interpretation and enforcement of the rights and duties of the parties will be governed by the laws of the State of New York (without regard to confli... | Label: Governing Laws |
0e682874-01f9-4965-9055-26c0019ae2bf | Clause:
Unless otherwise specified in this Agreement, all accounting terms used herein shall be interpreted, all determinations with respect to accounting matters under this Agreement shall be made, and all financial statements and certificates and reports as to financial matters required to be furnished to the Purchas... | Label: Interpretations |
9ca32ade-6710-45ff-a39d-856f6b25aa7e | Clause:
This Agreement and each other Loan Document has been duly executed and delivered by Parent and each other Loan Party that is party thereto. This Agreement and each other Loan Document constitutes, a legal, valid and binding obligation of (a) Parent, if a party thereto, enforceable against Parent and (b) each o... | Label: Binding Effects |
b87c1f2e-da91-43dd-861a-d38bccfab960 | Clause:
The date, amount, interest rate, Type and duration of Interest Periods (if applicable) of each Loan made by each Lender to the Borrower, and each payment made on account of the principal thereof, shall be recorded by such Lender on its books and such entries shall be binding on the Borrower absent manifest erro... | Label: Records |
df094238-104b-4779-b6b4-79e25d5fbc13 | 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 Partner Interest to another Person or by which a Limited Partner purports to as... | Label: Definitions |
2b7195bf-ace4-4a03-874c-cdac566203f4 | Clause:
If any change is made to the outstanding Common Stock or the capital structure of the Company, if required, the number of shares of Common Stock subject to the Award shall be adjusted or terminated in any manner as contemplated by Section 4.3 of the Plan.
Task: Classify this clause into ONE of these types (exa... | Label: Adjustments |
0e39b95b-d4ba-4396-9473-d28064475c4f | Clause:
This Agreement, the Plan and the Notice constitute the entire agreement and understanding of the parties relating to the subject matter herein and supersede all prior discussions between the parties. Any prior agreements, commitments or negotiations concerning the purchase of the Shares hereunder are supersede... | Label: Entire Agreements |
4158c0b0-3dd2-44a9-bef1-266f84c60145 | Clause:
The execution and delivery of this Agreement by the Company and the performance of its obligations hereunder have been duly authorized by all necessary corporate action, including by the Compensation Committee of the Company’s Board, and in accordance with all applicable laws. The Company has duly executed and ... | Label: Authorizations |
1463104a-b9f1-4cad-ac67-9e0707666447 | Clause:
Subject to the conditions set forth in this Agreement, the closing (“Closing”) is September 28, 2016.
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, Auth... | Label: Closings |
ce5d12a6-0e5d-4c7b-8309-026bcb9da180 | Clause:
The failure of either party to object to or take action with regard to any breach or noncompliance with any provision of this Project Agreement shall not be construed as a waiver or modification of that or any other provision, or a waiver of any remedy for the breach or noncompliance.
Task: Classify this claus... | Label: No Waivers |
333addc0-47ed-4fdb-9852-f7988d8638a9 | Clause:
Landlord and Tenant each represents and warrants that it has not dealt with any broker, agent or other person (collectively, “Broker”) in connection with the transaction reflected in this Fifth Amendment and that no Broker brought about this transaction, other than Transwestern RBJ and Cushman & Wakefield. Land... | Label: Brokers |
311aab79-1c1a-466e-91d8-c954ad5940b7 | Clause:
To facilitate execution, this document may be executed in as many counterparts as may be convenient or required. It shall not be necessary that the signature of, or on behalf of, each party, or that the signature of all persons required to bind any party, appear on each counterpart. All counterparts shall colle... | Label: Counterparts |
02c666f9-01c0-419c-8e3e-40c3c867e386 | Clause:
The Parties agree after the Closing they will, from time to time, upon the request of each other, and without further consideration, execute, acknowledge and deliver in proper form any further assignment and take such action as the Parties may reasonably require in order to more effectively carry out the purpos... | Label: Further Assurances |
3d52ee12-6a68-4631-a5a7-38de7e7c76ed | Clause:
Each party warrants and represents that in executing this Release, such party has relied on legal advice from the attorney of its choice, that the terms of this Release and its consequences have been completely read and explained to such party by said attorneys, and that such party fully understands the terms o... | Label: Representations |
f24e2892-8370-459c-9fe5-6631867238a8 | Clause:
As a condition to receiving the payments and benefits set forth in Section 4(b) or Section 4(c), Executive shall be required, within 60 days of Executive’s Date of Termination (including, without limitation, a Date of Termination that occurs after the expiration of the Term), to execute, deliver and not revoke ... | Label: Releases |
6fb90a63-6348-40cf-a1bb-26b8bb878ad5 | Clause:
Any notices, requests, demands and other communications provided for by this agreement shall be sufficient if in writing and if hand delivered, sent by overnight courier, or sent by registered or certified mail to Walters at the last address he has filed in writing with Unilife or, in the case of Unilife, to Un... | Label: Notices |
00b47ee4-8412-4d75-8d1b-145c23457483 | Clause:
The rights and obligations of each Party which by their nature survive the termination or expiration of this Agreement shall survive the termination or expiration of this Agreement, including Clauses 1, 5, 10-13, 14.4 and 16 (to the extent relevant).
Task: Classify this clause into ONE of these types (exactly ... | Label: Survival |
27ae69b9-a596-42de-900a-59ecbca25075 | Clause:
If any portion of this Agreement is found to be invalid, illegal, or unenforceable for any reason, the remainder of the Agreement shall continue in force and, if needed, the Parties or a court of competent jurisdiction shall substitute suitable provisions having like economic effect and intent.
Task: Classify ... | Label: Severability |
d8355fca-9e83-4841-a36d-05b9410c31d4 | Clause:
Shall have the meaning given to it in the Introductory Paragraph.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, B... | Label: Effective Dates |
7594485d-f051-43a0-8b62-fb00256cc4f0 | Clause:
The Bank may terminate and liquidate this Agreement by taking irrevocable action to terminate and liquidate within the thirty (30) days preceding or the twelve (12) months following a Change in Control. This Agreement will then be treated as terminated only if all substantially similar arrangements sponsored by... | Label: Change In Control |
6f77af26-9223-40bb-bcfb-b4db2a558418 | Clause:
All of the Borrower’s obligations under this Article III shall survive the satisfaction of the Termination Conditions and the termination of this Agreement. Notwithstanding the foregoing, (a) the Borrower shall not be required to make any payments to any Lender under Section 3.01 , 3.02 or 3.04 for any cost... | Label: Survival |
bb01bcab-959f-4454-9c31-c107a8559e7c | Clause:
All communications and notices hereunder shall (except as otherwise expressly permitted herein) be in writing and given as provided in Section 10.01 of the Credit Agreement, as such address may be changed by written notice to the Mortgagee and Borrower. All communications and notices hereunder to Mortgagor shal... | Label: Notices |
c99ac96c-5810-4eae-be3e-c1aecb0bce5c | Clause:
The provisions of the Plan shall be construed and enforced according to the laws of the State of North Carolina, without giving effect to its conflict of laws provisions.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicabl... | Label: Construction |
a97e640c-6596-4bc8-840b-0e5e32d2c30b | Clause:
The Transactions (including the incurrence of Indebtedness on the date of each Borrowing or other extension of credit hereunder) and the SIP Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtai... | Label: No Conflicts |
795020c3-421f-49a9-b813-a881254c2f9a | Clause:
(a) Each Indemnitee (as defined in Section 13.8(e)) shall be indemnified and held harmless by the Employer for all actions taken by him and for all failures to take action (regardless of the date of any such action or failure to take action), to the fullest extent permitted by the law of the jurisdiction in whi... | Label: Indemnifications |
cdb005de-68d9-4956-84a9-cc749ccaf708 | Clause:
This Agreement shall not impact the terms and provisions of that certain Confidentiality Agreement dated as of September 27, 2016, and such Confidentiality Agreement shall continue to be in full force and effect, pursuant to the terms and conditions thereof; provided, however, that Confidential Information (as ... | Label: Confidentiality |
1e294f8b-6307-467a-9db6-c3ba07dc553e | Clause:
This Agreement shall become effective on the date hereof and shall terminate upon the earlier of (i) the consummation of the Closing, and (ii) the termination of the Contribution Agreement in accordance with Section 9.01 thereof; provided , that (a) Article 4 and (b) any liability for failure to comply with th... | Label: Terms |
b2884b18-cbe0-49e4-b3ae-a24f16e162b1 | Clause:
No provision of this Agreement may be modified, waived, or discharged unless such modification, waiver, or discharge is agreed to in writing and signed by the Executive and by a member of the Board of Directors, as applicable, or by the respective parties’ legal representatives or successors, except as provided... | Label: Modifications |
3e65fb71-8c1d-4072-b157-e8bb7ef56799 | Clause:
Each of the Company and each of its Material Subsidiaries (i) is a corporation, limited liability company, partnership or other commercial entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (ii) is duly qualified to do business as a foreign entit... | Label: Organizations |
9aa48d89-045c-4415-b465-7578e9c851c3 | Clause:
Section 4.3 of the Disclosure Letter sets forth, as of the date hereof (a) the authorized capital stock of the Company; (b) the number of shares of capital stock issued and outstanding; (c) the number of shares of capital stock issuable pursuant to the Company’s equity incentive plan; and (d) the number of shar... | Label: Capitalization |
fd53138e-9bf7-484c-8bf7-8af16d5b1086 | Clause:
The Plan and any Award Agreements shall be governed by and construed in accordance with the laws of the State of Delaware, without reference to principles of conflict of laws.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Appl... | Label: Governing Laws |
4751af4e-1867-42ee-a93c-d94db645172b | Clause:
All representations and warranties made hereunder, in the other Loan Documents and in any document, certificate or statement delivered pursuant hereto or in connection herewith shall survive the execution and delivery of this Agreement and the making of the Loan and other extensions of credit hereunder.
Task: ... | Label: Warranties |
15b52283-a17c-4c05-b755-cb01772d379f | Clause:
This Agreement may be executed in any number of counterparts or facsimile copies, each of which when executed shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agree... | Label: Counterparts |
3d4004af-922b-4412-aa65-f6d390be4da7 | Clause:
This Agreement will become effective on the eighth (8 th ) day after the Company receives this Agreement signed by you (the “ Effective Date ”), provided that (a) you do not revoke it within the seven day period after you sign it pursuant to Section 9(d) of this Agreement; and (b) it is signed and delivered to ... | Label: Effective Dates |
e4429751-0651-403c-bcc1-960dced3b9c5 | Clause:
The Manager shall furnish from time to time such additional information regarding the Collateral or compliance with the covenants and other agreements of any Securitization Entity under the Transaction Documents as the Trustee, the Back-Up Manager or the Servicer may reasonably request, subject at all times to ... | Label: Records |
6ee4bdb4-b32c-4470-9b52-b5cfaeccd08b | Clause:
All notices, requests and demands to or upon the Administrative Agent or any Guarantor hereunder shall be effected in the manner provided for in Section 10.02 of the Credit Agreement; provided that any such notice, request or demand to or upon any Guarantor shall be addressed to such Guarantor at its notice add... | Label: Notices |
b6c2aee6-14e0-484d-919c-721828655dfa | Clause:
ASSIGNOR hereby sells, assigns, transfers, and sets over to the ASSIGNEE and its successors and assigns all of ASSIGNOR’s worldwide right, title, and interest in and to the PATENTS, including, without limitation, all (i) reissues, divisions, renewals, extensions, provisionals, continuations, and continuations-i... | Label: Assignments |
7058f0b5-7767-4d58-b9a2-f45bf7e932f0 | Clause:
Landlord and Tenant each represents and warrants to the other that such representing party has had no dealings, negotiations or consultations with respect to the Premises or this transaction with any broker or finder other than a Landlord affiliate and Broker. Each party shall indemnify, defend, and hold harmle... | Label: Brokers |
64df7ed6-ffe0-405e-83bf-4c2ae2ef2a25 | Clause:
All costs and expenses incurred by the Company and the Sponsor Stockholders in connection with any proposed Post-Closing Issuance of Participation Securities (whether or not consummated), including all attorney’s fees and charges, all accounting fees and charges and, only with respect to the Company, all finder... | Label: Expenses |
029b7a3f-2582-4cd1-bdf9-f96b06244a73 | Clause:
You acknowledge that the Committee has the authority to construe and interpret the terms of the Plan and this Agreement if and when any questions of meaning arises under the Plan or this Agreement, and any such construction or interpretation shall be binding on you, your heirs, executors, administrators, person... | Label: Interpretations |
e31b598f-b2f0-4e6a-8396-0b893fc442c6 | Clause:
(a) All notices, demands, requests, consents and other communications provided for in this Agreement shall be given in writing, or by any telecommunication device capable of creating a written record (including electronic mail), and addressed to the party to be notified at its address for notices set forth on i... | Label: Notices |
75213553-7269-4c35-8295-61a3a5c4441e | Clause:
This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without any effect whatsoever on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the applicable Closing has not been consummated on or before the thir... | Label: Terminations |
6dde35e5-d5f4-4f8b-bca5-02f1bfa28454 | Clause:
Except as otherwise indicated herein, the Agreement, as modified by this Amendment shall constitute the entire agreement between Executive and Company concerning the subject matter hereof. No provisions of the Agreement as amended this Amendment may be modified, waived or discharged unless such waiver, modifica... | Label: Entire Agreements |
6e9bad02-689e-4dd2-89ce-125068f7868e | Clause:
Stock Appreciation Rights shall vest and become exercisable in such manner, on such date or dates, or upon the achievement of performance or other conditions, in each case as may be determined by the Committee and set forth in a SAR Agreement; provided, however , that notwithstanding any such vesting dates, the... | Label: Vesting |
687cea09-fe91-4884-9456-ac43989b1b08 | Clause:
For avoidance of doubt, the provisions of Sections 4.5, 5 and 7 of this Agreement shall survive the expiration or earlier termination of the Employment Period.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, App... | Label: Survival |
259f37f4-1b11-4b78-a630-3acc1e1456b3 | Clause:
THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. The provisions of Sections 9.09 and 9.10 of the Credit Agreement shall apply to this Amendment to the same extent as if fully set forth herein.
Task: Classify this clause into ONE of these types (exactly one... | Label: Governing Laws |
fdf95d58-589a-438f-91c9-ce60143ea1ee | Clause:
If any provision of this Agreement or any application of any provision is determined to be unenforceable, the remainder of this Agreement shall be unaffected. If the provision is found to be unenforceable when applied to particular persons or circumstances, the application of the provision to other persons or c... | Label: Severability |
8b5c25d7-300a-4f24-abb8-d1e3a01a0213 | Clause:
The Executive Officer’s salary for the Term shall be paid at the annualized rate of $225,000, payable on the Bank’s regular payroll dates. The Bank may adjust the salary at its discretion.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corrupti... | Label: Base Salary |
cfbe5433-defd-4712-9052-a40f4fd1844b | Clause:
To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), a Revolving Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Bank) to the Issuing Bank and th... | Label: Amendments |
de1ff2e5-1f9e-4588-b7a0-885b9f7624c7 | Clause:
For purposes of determining Losses under this Article VII but not the accuracy of any particular representation or warranty in Article IV or Article V , each representation or warranty for which a breach has occurred and that contains any qualification shall be read as though there were no "Material Adverse Eff... | Label: Qualifications |
29d4041d-701d-49da-99a7-970d5c440572 | Clause:
Use the proceeds of the Loans solely for the purposes set forth in Section 4.01(cc), and until utilized for such purposes retain the proceeds of such Loans in a deposit account in which the Collateral Agent has a perfected first priority security interest created pursuant to an account control agreement in form... | Label: Use Of Proceeds |
00d0c7e3-5161-43f2-935d-bc50148b0a04 | Clause:
THIS SECOND AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR ORAL AGREEMENTS BETWEEN THE PARTIES. THERE ARE NO UNWRITTEN AGREEMENTS BETWEEN THE PARTIES.
Task: Classify this clause ... | Label: Entire Agreements |
a6bd8aef-6fdd-4fa6-979d-99af9642c153 | Clause:
The Company may maintain an insurance policy or policies against liability arising out of this Agreement or otherwise. To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, employees, or agents or fiduciaries of the Company or of any othe... | Label: Insurances |
b4f4f7ef-0d52-4fdc-8d12-5b19b079e109 | Clause:
Interest shall accrue to the Holder on the aggregate unconverted and then outstanding principal amount of this Note at the rate of ten percent (10%) per annum, calculated on the basis of a 360-day year and shall accrue daily commencing on the Original Issue Date until payment in full of the outstanding principa... | Label: Interests |
61883a62-1baa-4aba-9297-2d0f15992aa9 | Clause:
Except as hereinafter provided, you agree that you will not communicate or publish, directly or indirectly, any disparaging or defamatory comments or information about the Company or its business or that of its affiliated entities, their officers, directors, employees, or students to any third party individua... | Label: Non-Disparagement |
b49a72bd-07fd-4fa3-b80a-108e93c6d1f9 | Clause:
Where a Triggering Event has occurred, as a condition of the receipt of the compensation specified in Sections 2.3 , 2.4 and 2.5 , Executive agrees to execute and provide to the Company a release substantially in the form of the release attached hereto as Exhibit A to this Agreement (“ Release ”), and such Rele... | Label: Releases |
6112cf3a-af17-4d71-8b98-4c13abb2bb28 | 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 EnteroMedics and you with respect to your employment by EnteroMedics, and there are no undertakings, covenants or commitm... | Label: Entire Agreements |
7fe41ecf-e009-41ce-bd85-30890efceec1 | Clause:
This Second Amendment shall be governed by, and construed in accordance with, the laws of the State of Texas, with venue in connection with any legal action thereunder being in Harris County, Texas.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Ant... | Label: Governing Laws |
f0ae7a61-dfa0-4861-a8fb-657070178411 | Clause:
In the event that a Change in Control occurs during the Performance Cycle, all outstanding PSUs shall be canceled in exchange for a payment equal to the greater of the amount that would have been payable in respect to such Award (a) had the performance with respect thereto been achieved at target or (b) based o... | Label: Change In Control |
eb8a7f73-7069-4422-ac87-710adba02371 | Clause:
Unless otherwise specified herein, all notices pursuant to this Agreement shall be in Writing and sent either (a) by hand, (b) by certified mail, return receipt requested, or (c) by recognized overnight courier service, to the other party at the address set forth herein, or to such other addresses as a party ma... | Label: Notices |
346a74cb-afb1-4af1-bee7-fd53f006e347 | Clause:
All notices or other communications to be given or delivered in connection with this Grant Notice shall be either in electronic format or in writing and shall be deemed to have been properly served if delivered electronically, personally, by courier, or by certified or registered mail, return receipt requested ... | Label: Notices |
903accab-c99f-4048-98ea-b4c988d64278 | Clause:
This Agreement and the Plan are intended to be the final, complete, and exclusive statement of the terms of the agreement between Optionee and the Company with regard to the subject matter of this Agreement. This Agreement and the Plan supersede all other prior agreements, communications, and statements, whethe... | Label: Entire Agreements |
d912af16-aa70-4ccf-8e5c-3d468d9942be | Clause:
No waiver or course of dealing shall be established by (a) the failure or delay of Lender to require strict performance by Obligors with any terms of the Loan Documents, or to exercise any rights or remedies with respect to Collateral or otherwise; (b) the making of any Loan or issuance of any Letter of Credit ... | Label: Waivers |
f6245574-7d4a-4d1f-a8af-071b95642356 | Clause:
Each of the Parties irrevocably submits to the exclusive jurisdiction of any United States Federal court sitting in the County of New York, in the State of New York, over any action arising out of or relating to this Agreement or the transactions contemplated hereby (or, solely to the extent that no such United... | Label: Jurisdictions |
d742b2ac-e714-4455-aa23-8203242f4bf4 | Clause:
Maintain insurance with financially sound and reputable insurance companies against at least such risks and in at least such amounts as are customarily maintained by similar businesses and as may be required by Applicable Law and as are required by any Security Document (including, without limitation, hazard an... | Label: Insurances |
9e27b5f4-be21-443c-8aff-93e8f988a0b9 | Clause:
For the avoidance of doubt, Blueprint shall be solely responsible, at its own expense, for obtaining and maintaining any licenses or other rights to access or use any Third Party Intellectual Property (other than as described in Section 4.2 and Section 4.4) that is necessary for the development, manufacture, us... | Label: Cooperation |
d683b45f-57de-463b-973f-1ab2370f1af7 | Clause:
This Guaranty is binding upon any successor to Guarantor.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding E... | Label: Successors |
0a805181-0361-4a7c-bd3f-87684a2d279e | Clause:
Neither the execution and delivery by the Borrower of the Facility Documents, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate (a) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any of... | Label: No Conflicts |
16f09e99-0ba0-43d4-8eea-eb388ec55fec | Clause:
As of the date hereof, the authorized capital stock of the Company is set forth in the Company’s Annual Report on Form 10-K for the year ended June 30, 2015, as amended. Except as disclosed in the SEC Documents (as defined below), (i) no shares of the Company’s capital stock are subject to preemptive rights or ... | Label: Capitalization |
c1c7e6ac-1d9a-42a8-981d-a4e3a9051fe0 | Clause:
This Agreement constitutes the entire understanding among the Parties with respect to the subject matter hereof, superseding all negotiations, prior discussions, agreements and understandings relating to such subject matter.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, A... | Label: Entire Agreements |
50a448ba-4d77-4a38-b6d1-2cfcbdea97c9 | Clause:
The proceeds of the Loans, and the Letters of Credit, shall be used for general corporate purposes (including acquisitions and dividends to the extent permitted hereunder).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applica... | Label: Use Of Proceeds |
0baeb4ab-3d4c-4dfb-b3a7-51070fd093b9 | Clause:
Notwithstanding anything herein to the contrary, an Award Agreement may provide that a Performance Compensation Award may be payable upon death, disability or change of ownership or control prior to the attainment of the applicable Performance Goals, provided that any such Award will not constitute “performance... | Label: Death |
b881e8d6-bfc5-412a-9be8-b579edd851f8 | Clause:
MEDIX does not own, directly or indirectly, any equity or other ownership interest in any company, corporation, partnership, joint venture or otherwise.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals,... | Label: Subsidiaries |
106562f3-6b77-4cee-a310-0e2035bfc8d6 | Clause:
Except as set forth in the SEC Reports, there is no action, suit, proceeding, inquiry or investigation before or by the Trading Market, any court, public board, other Governmental Entity, self-regulatory organization or body pending or, to the knowledge of the Company, threatened against or affecting the Compan... | Label: Litigations |
632ad55f-1728-406c-b43c-11d395d29386 | Clause:
Except as described in the SEC Filings, there are no material pending legal proceedings before any Governmental Authority against or affecting the Company, its subsidiaries or any of its or their properties, and to the Company’s knowledge, no such material legal proceedings are threatened.
Task: Classify this ... | Label: Litigations |
ea98b5ce-30e1-47fe-a4c0-b246ddf63d11 | Clause:
Effective October 3, 2016 (the “Effective Date”), the Company hereby employs Executive, and Executive hereby accepts such employment, upon the terms and conditions set forth herein.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws... | Label: Employment |
7f976d03-3110-487e-b2c4-d3f761f33b55 | Clause:
In the event of any such Default by Tenant, in addition to any other remedies available to Landlord under this Lease, at law or in equity (including, without limitation, to the extent the Premises are located in California, the remedies of Civil Code Section 1951.4 and any successor statute or similar Law, whic... | Label: Terminations |
ad3b88da-8067-4ff9-8bf7-dd62e1f67862 | Clause:
There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Company, threatened at law, in equity, in arbitration or before any Governmental Authority, by or against the Company or any of its Subsidiaries or against any of their properties or revenues that (a) purport to aff... | Label: Litigations |
066db52d-6c5e-40c6-97bc-ad312f3b1ce2 | Clause:
Mr. West shall be paid a fee in cash equal to $30,000 per month, payable at regular intervals as agreed upon by the parties, subject to any required tax withholding. Mr. West shall be entitled to reimbursement for reasonable expenses incurred in connection with his performance of the projects and assignments he... | Label: Fees |
606a4702-3ca3-427b-afad-9a24e9836cbe | Clause:
This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts (including by facsimile or other electronic imaging means), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signatu... | Label: Counterparts |
f45d6b3e-4343-42b2-a1a9-b46c90d6d823 | Clause:
Indemnification shall be provided for any claim covered under this section and shall be limited to (i) payment by the indemnifying party (“ Indemnitor ”) of all damages and costs finally awarded (including reasonable attorney’s fees) for such claim, or (ii) settlement costs approved in writing by the Indemnitor... | Label: General |
677b39c6-5a0a-4afd-af3b-87284fecc011 | Clause:
(a) Borrower shall use the proceeds of the Term Loan and all other Advances solely for (i) the payment of all amounts due and owing by Borrower to Allied Affiliated Lending, L.P. (the “ Senior Lender ”) pursuant to the Factoring Agreement, and (ii) payment of settled arrangements up to the amounts set forth on ... | Label: Use Of Proceeds |
9aff6f28-1ade-4b47-ad2e-9407fa13377c | Clause:
Provided that no Default or Event of Default has occurred and is then continuing, the Borrower shall have the option to (a) convert at any time all or any portion of any outstanding Base Rate Loans in a principal amount of no less than $3,000,000 or any whole multiple of $1,000,000 in excess thereof into one or... | Label: Notices |
3f950378-7563-4289-866a-a5fb5eca619b | Clause:
Executive acknowledges and represents that he has been given at least twenty-one (21) days during which to review and consider the provisions of this Agreement and, specifically, the General Release set forth in Section 1 above. Executive further acknowledges and represents that he has been advised by the Compa... | Label: Effective Dates |
132f425c-b98d-4016-8260-9f14e978c7c5 | Clause:
As compensation for services rendered to the Company during the term of Executive’s employment hereunder, the Company shall initially pay Executive a base salary at the annual rate of $270,000. Executive shall be entitled to such increases in Executive’s base salary, if any, as may be determined from time to ti... | Label: Base Salary |
da1d475b-a6de-462f-8ee3-8f480ed82f3e | Clause:
In the event of a breach or threatened breach by the Executive of Section 8 or Section 9 of this Agreement, the Executive hereby consents and agrees that the Company shall be entitled to seek, in addition to other available remedies, a temporary or permanent injunction or other equitable relief against such bre... | Label: Remedies |
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