id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
2a5dc348-9ebd-4aac-a0c3-1f845b9c3057 | Clause:
The term of the Company commenced on the date the Certificate was filed as described in Section 2.1 . The existence of the Company as a separate legal entity shall continue until cancellation of the Certificate as provided in the Act.
Task: Classify this clause into ONE of these types (exactly one label):
Adj... | Label: Terms |
9c4af57d-e5c5-44b6-b0c4-6ab0c02a08d4 | Clause:
The Participant leaves the employ of the Employers and Related Companies at any age because of disability. A Participant will be considered disabled for purposes of the Plan if the Participant is awarded disability insurance benefits under the Social Security Act, if the Participant is entitled to a pension for... | Label: Disability |
ccb8786d-0dc3-4530-bd8f-59bb11d5d9f4 | Clause:
The Companies unconditionally and jointly and severally agree upon demand to pay to the Administrative Agent and the Lenders the amount of any and all out-of-pocket costs, expenses and disbursements, including fees and expenses of counsel (based on the actual time incurred at counsel’s customary hourly rate) fo... | Label: Expenses |
42e3402f-ea21-4856-9e3a-a806e75974ec | Clause:
The term of this Agreement is from the date hereof until the later of May 1, 2029 and the date of termination of the leases or rights-of-way granted pursuant to Article 6.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicab... | Label: Terms |
1b880f8c-bd44-4b0c-986b-456808d63359 | Clause:
The Parties may waive a provision of this Agreement only by a writing signed by the Party intended to be bound by the waiver. A Party is not prevented from enforcing any right, remedy or condition in the Party’s favor because of any failure or delay in exercising any right or remedy or in requiring satisfaction... | Label: Waivers |
c1dab650-7249-47ed-b4b6-bb56653432f1 | Clause:
There is no material action, suit, proceeding, inquiry, arbitration, investigation, litigation or governmental proceeding pending or, to the Company’s knowledge, threatened against, or involving the Company or, to the Company’s knowledge, any executive officer or director which has not been disclosed in the Reg... | Label: Litigations |
13266baf-788b-46bd-9df9-5771e1ae2cd7 | Clause:
The Parties further hereby irrevocably and unconditionally waive any objection to the laying of venue of any action, suit or proceeding (other than appeals therefrom) arising out of or relating to this Supply Agreement in the courts of the State of New York or in the United States District Court for the Souther... | Label: Venues |
1ffa8f3e-1829-484a-8aa6-c8af74a85a88 | Clause:
No broker, investment banker, financial advisor or other person is entitled to any broker's, finder's, financial advisor's or other similar fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of the Purchaser.
Task: Classify this clause into ON... | Label: Brokers |
89cd06a6-3bc3-421e-a66b-7749aa1fa347 | Clause:
On or prior to each Borrowing Date, all necessary governmental (domestic and foreign) and material third party approvals and/or consents in connection with the Construction Contract, any Refund Guarantee (to the extent issued on or prior to such Borrowing Date), the Vessel and the other transactions contemplate... | Label: Consents |
64dd34f3-0c49-4b34-a227-44fd7cac4c1f | Clause:
The proceeds from the issuance of the Shares shall be used by the Company to fund its operations and for the payment of fees and expenses associated with the transactions contemplated hereby and shall not be used for any other purpose including, without limitation, the payment of existing indebtedness of the Co... | Label: Use Of Proceeds |
f7b00235-284b-4e5d-945a-42bc767fb7f7 | Clause:
Purchaser is not an employee pension benefit plan subject to the provisions of Title IV of the Employee Retirement Income Security Act of 1974, as in effect from time to time (“ ERISA ”) or subject to the minimum funding standards under Part 3, Subtitle B, Title I of ERISA or Section 412 of the Code or Section ... | Label: Erisa |
59d7099f-a645-4cea-9fe9-834781be8cb7 | Clause:
If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions of this Agreement will remain in full force and effect.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approv... | Label: Severability |
1b7404bc-c77c-47bc-b95f-4cac82291808 | Clause:
This Agreement may be amended from time to time by the Board in its discretion; provided , however , that this Agreement may not be modified in a manner that would have a materially adverse effect on the Stock Units as determined in the discretion of the Board, except as provided in the Plan or in a written doc... | Label: Amendments |
88a656f7-b1aa-4909-9a8e-86fcc962c394 | Clause:
The Parties’ obligations in respect of the representations and warranties set forth in ARTICLE V hereof are updated as of the Closing in accordance with the terms of this Agreement, and shall survive for a period of the earlier of: (a) six (6) months after the Closing Date and (b) December 1, 2016 (if all or su... | Label: Survival |
512b9c16-a497-421f-8a9c-864524c55e0a | Clause:
This Guaranty shall be governed by and be construed pursuant to the laws of the State of Minnesota applicable to contracts made and performed in the State of Minnesota without reference to any conflict or choice of law rules that would otherwise apply. Any suit, action or proceeding arising out of or in connect... | Label: Governing Laws |
fb00b52f-4f85-498b-bee9-313d59aab7f7 | Clause:
The General Partner, the Advisor and the Advisor Sub agree that this Agreement shall be effective as of the date hereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assig... | Label: Effective Dates |
52151d22-6aff-4f46-9946-9f142e0019e8 | Clause:
This Agreement shall be governed by and its provisions construed in accordance with the laws of the State of Delaware, as applied to contracts between Delaware residents entered into and to be performed entirely within Delaware, without regard to the conflict of law principles thereof. The Corporation and Indem... | Label: Consent To Jurisdiction |
ed5442e9-2eb6-425d-be73-3ecad41317e7 | Clause:
The Parties agree that the Courts of the State of Nevada shall have sole and exclusive jurisdiction and venue for the resolution of all disputes arising under the terms of this Agreement and the Transactions contemplated herein.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustment... | Label: Venues |
c6fc7fce-b2a4-4060-89c9-5f09810da4ad | Clause:
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THESTATE OF CALIFORNIA, THE LAWS OF WHICH THE BORROWER HEREBY EXPRESSLY ELECTS TO APPLY TO THIS AGREEMENT, WITHOUT GIVING EFFECT TO PROVISIONS FOR CHOICE OF LAW THEREUNDER. THE BORROWER AGREES THAT ANY ACTION OR PRO... | Label: Applicable Laws |
5f53456a-5a83-4084-80bb-5a2872b06471 | Clause:
Tenant’s obligation to pay any Rent owing hereunder with respect to any period on or prior to the expiration or termination of this Lease (including, without limitation, any Extended Terms), as this Lease applies to any or all of the Leased Properties, shall survive any such expiration or termination.
Task: Cl... | Label: Survival |
8ee95176-3b48-4acc-b6ef-820106d39245 | Clause:
The Seller and each Servicer shall comply in all material respects with all applicable laws, rules, regulations and orders, and preserve and maintain its company or corporate existence, rights, franchises, qualifications, and privileges except to the extent that the failure so to comply with such laws, rules an... | Label: Compliance With Laws |
f19c0fcb-8e06-4a80-9b1e-e60a03dcdf64 | Clause:
Sections 4, 5.5, 6 through 15 and 18 through 20 shall survive the expiration or termination of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Author... | Label: Survival |
f88f5471-f6e6-40b1-b4e2-d7b9dbc231ac | Clause:
It is expressly understood and agreed that if any provision of this Agreement or the application of any such provision to any party or circumstance shall be determined by any court of competent jurisdiction to be invalid or unenforceable to any extent, the remainder of this Agreement, or the application of such... | Label: Severability |
d1dc72d0-3bc7-4c0d-a034-3dbcd6398c8c | Clause:
The Credit Parties will maintain or cause to be maintained, with financially sound and reputable insurers, property insurance, such public liability insurance, third party property damage insurance with respect to liabilities, losses or damage in respect of the assets, properties and businesses of each Credit P... | Label: Insurances |
7ef2017e-255f-4519-89bb-2c586b1e0dfd | Clause:
EXCEPT AS PROHIBITED BY LAW, EACH COMPANY, THE ADMINISTRATIVE AGENT AND THE LENDERS HEREBY WAIVE TRIAL BY A JURY IN ANY ACTION, SUIT, PROCEEDING OR COUNTERCLAIM OF ANY KIND ARISING OUT OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE COLLATERAL TO THE FULLEST EXTENT PERMITTED BY LAW.
Task: Classify this cla... | Label: Waiver Of Jury Trials |
3129d8b6-4fea-4292-9e3d-4e8c5fa11b41 | Clause:
Unless and until the delivery of underlying RSU Shares, the Holder has no rights as a shareholder of the Corporation, including no right to vote the underlying RSU Shares or rights to dividends or distributions on the underlying RSU Shares. The Holder’s rights with respect to the RSU Award shall be that of a g... | Label: Duties |
f9a6af9b-19da-4f6e-b82b-c0f754fd74a1 | Clause:
All covenants, agreements, representations and warranties made by Borrower herein and in the certificates or other instruments delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this ... | Label: Survival |
38fb367f-a414-4979-bbef-b287b6263eae | Clause:
The Company represents and warrants that it has the full legal right, power and authority to execute and deliver this Note, and that this Note constitutes a valid, binding and enforceable obligation of it.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendmen... | Label: Authority |
df4d1990-dbcf-4e2f-ad0a-de9d2f09df04 | Clause:
This Agreement shall automatically terminate (without any action by any party hereto) as of the time the GoldenTree Funds and their Affilates cease to satisfy the GoldenTree Threshold Amount.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corru... | Label: Terms |
6d071a15-5b8b-4308-bc98-a6caf002ca9b | Clause:
To the extent the Company maintains an insurance policy or policies providing directors and officers liability insurance, Indemnitee shall be covered by such policy or policies, in accordance with and subject to its or their terms, to the maximum extent of the coverage available for any member of the Board.
Ta... | Label: Insurances |
b6478595-7ca8-44a9-afd1-1e278cc2c5b3 | Clause:
The respective obligations of, and benefits afforded to, the Company and you which by their express terms or clear intent survive termination of your employment with the Company or termination of this Agreement, as the case may be, including without limitation the provisions of Article III, will survive termina... | Label: Survival |
37d10e71-46e3-483d-9f3a-2864b8158a60 | Clause:
All of the Subsidiaries of Seller at the date hereof are listed on Schedule 3 to this Agreement. All Indebtedness of each Seller Party and Servicer (other than Indebtedness created pursuant to this Agreement) is listed on Schedule 5 to this Agreement.
Task: Classify this clause into ONE of these types (exactly... | Label: Subsidiaries |
a77be3df-cbd9-4bce-9d82-b3580d31fbe9 | Clause:
Neither Seller nor any of its Subsidiaries is a party to any agreement, instrument or indenture, or subject to any restriction, that has, or could reasonably be expected to have, a Material Adverse Effect. None of Seller’s Subsidiaries is subject to any dividend restriction imposed by a Governmental Authority ... | Label: Agreements |
faa3a731-db81-486c-a9a2-bb192c660370 | Clause:
Executive shall be entitled to participate in, to the extent Executive is otherwise eligible under the terms thereof, the benefit plans and programs, and receive the benefits and perquisites, generally provided by the Company from time to time to senior executives of the Company, including without limitation fa... | Label: Benefits |
f16f4eb3-de3c-43e4-9c95-e27ae4f335ec | Clause:
As compensation for his services hereunder, during the Term, the Company shall pay the Executive in accordance with its normal payroll practices, an annualized base salary of $475,000 (“ Base Salary ”). During the Term, the Company will also provide the Executive with an annual perquisite allowance equal to $50... | Label: Base Salary |
7aafe6b3-df3b-46fa-af16-64c73e0481fd | Clause:
As of the date hereof, the authorized capital stock of the Company consists of: (i) 600,000,000 shares of Common Stock, $0.0001 par value per share, of which 5,624,383 shares are issued and outstanding, and for which 8,782,119 shares are issuable for derivative securities outstanding and approximately 535,861 s... | Label: Capitalization |
679b20eb-70dc-4af1-9a00-d0aa1dc9be10 | Clause:
Subject to Section 4.4 and any rights provided for with respect to a class or of Partnership Units not specifically contemplated herein, and after giving effect to the special allocations set forth in Sections 5.1(c), 5.1(d), and 5.1(e), Profits and Losses will be allocated among the Partners in each taxable ye... | Label: General |
760e6a9d-40d0-4d17-a8ff-dd65b81d59ba | Clause:
The Borrower does not maintain any “defined benefit plan” (as such term is defined in Section 3 of ERISA).
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,... | Label: Erisa |
8335ce92-18c0-4b87-abcd-8db6675f127a | Clause:
Employee understands that this Agreement shall be null and void if not executed by Employee within twenty-one (21) days following the date Employee receives it. In the event that Employee signs this Agreement within twenty-one days, then the Company has seven days after such date to countersign the Agreement an... | Label: Effective Dates |
4a2c57d6-ccb4-47b7-bc98-e23cfefab8f8 | Clause:
This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and the New Purchasers of not less than a majority of the outstanding Warrants issued pursuant to the Purchase Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjus... | Label: Amendments |
0f003ca3-dc27-430f-af75-6d972c8c06cf | Clause:
Executive may not assign this Agreement. UnitedHealth Group may assign this Agreement to a successor or affiliate. Any successor to UnitedHealth Group will be deemed to be UnitedHealth Group under this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, A... | Label: Assignments |
52ff7347-eb54-4968-8510-3bdf3b721b3c | Clause:
The provisions of this Agreement shall be deemed severable, and the invalidity or unenforceability of any provision of this Agreement will not and shall not be deemed to affect the validity or enforceability of any other provision hereof. In the event any provision of this Agreement is held to be invalid or une... | Label: Severability |
6666bd30-0553-428a-9a3b-44d10e7caea9 | Clause:
Subject to Section 9.4 , each of the parties hereby submits to the exclusive jurisdiction of any state or federal court sitting in Delaware in any action or proceeding arising out of or relating to this Agreement and agrees that all claims in respect of the action or proceeding shall be heard and determined in ... | Label: Venues |
7661267f-38f2-473b-8665-56c2278514f1 | Clause:
This Agreement constitutes the entire agreement among the parties relating to the matters contemplated hereby and supersede any other agreements, whether written or oral, that may have been made or entered into by or among any of the parties hereto or any of their respective Affiliates relating to the matters c... | Label: Entire Agreements |
349a3b3b-d7b5-4a62-bcd9-55206b086b3a | Clause:
Each party to this Agreement will hold, and will cause its respective Affiliates and their directors, officers, employees, agents, consultants and advisors to hold, in strict confidence, unless disclosure to a regulatory authority is necessary or appropriate in connection with any necessary regulatory approval ... | Label: Confidentiality |
60a1ec7a-8d69-477b-9bc2-0640f1b94ef4 | Clause:
(a) Payment Free of Taxes . Any and all payments by or on account of any obligation of the Borrower under this Agreement or any other Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discre... | Label: Taxes |
eb09dca3-7726-4fea-8e39-ec1d8d79a43e | Clause:
In the event that any provision in this Agreement becomes or is declared by a court, arbitrator, or agency of competent jurisdiction to be illegal, unenforceable or void, this Agreement shall continue in full force and effect without said provision. If any court, arbitrator, or agency finds a provision invalid,... | Label: Severability |
3209b1d8-865a-429e-a883-ac0daf8ca12a | Clause:
Other than the Excluded Property, no Grantor has any Material Contracts which are non-assignable by their terms, or as a matter of Law, or which prevent the granting of a security interest therein.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti... | Label: Agreements |
4ed33501-745c-4017-9701-bce3bba2ad39 | Clause:
In the event of certain transactions during the Performance Period, the Restricted Stock Units shall be subject to adjustment as provided in Section 3.4 of the Plan or any applicable successor provision under the Plan. In the event of a Change of Control (i) prior to the first anniversary of the Grant Date, the... | Label: Adjustments |
27b5f3a3-0412-4ed0-9e91-3b36f6cb6b5a | Clause:
These Terms and Conditions of Stock Unit Award (these “ Terms ”) apply to a particular stock unit award (the “ Award ”) if incorporated by reference in the Notice of Stock Unit Grant (the “ Grant Notice ”) corresponding to that particular grant. The recipient of the Award identified in the Grant Notice is refer... | Label: General |
94fdb1e7-f70a-449d-be69-220e14f9a439 | Clause:
VERICEL will, for each Service performed, reimburse GENZYME for any reasonable documented out-of-pocket expenses payable to third parties which are incurred by GENZYME or its Affiliates in connection with GENZYME’s provision of such Service (“ Expenses ”); provided that the Expenses will not include the allocat... | Label: Expenses |
c987043d-be2b-4771-902c-0442d371cddc | Clause:
This Agreement and the Plan are both part of and constitute a single, integrated employee benefit Plan and trust and will be construed together. If there is a conflict between the provisions of the Plan and this Agreement, the provisions of this Agreement will control with respect to all rights, duties, respons... | Label: Entire Agreements |
29c27255-708b-4378-bfcb-b5114465150f | Clause:
Executive shall be eligible to participate in the benefits made generally available by the Company to similarly-situated executives, in accordance with the benefit plans established by the Company, and as may be amended from time to time in the Company’s sole discretion. Executive shall be entitled to vacation... | Label: Benefits |
3017ed72-4f1f-468c-9045-21993e1903b9 | Clause:
The foregoing provisions shall govern notwithstanding any contrary provision in the Agreement or any previously executed agreement between the Parties. Except as otherwise expressly provided or modified herein, the (i) terms and conditions of the Agreement remain in full force and effect, and (ii) this Amendmen... | Label: Integration |
c6203f8c-2fa1-4b72-8cf4-7fb5861ec17d | Clause:
This Amendment may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Amendment constitutes the entire contract among the parties relating to the subjec... | Label: Counterparts |
2dbcc910-1ee0-4c3a-8ab1-c5b05f161b69 | Clause:
Except as may otherwise be provided herein, s ubject to Participant’s continued employment, the Restricted Stock shall vest and become nonforfeitable upon the later of (i) the third anniversary of the Date of Grant (the “ Service Condition ”) and (ii) the Stock Price (as defined in Section 2(b) below) of a Shar... | Label: General |
759315d9-9d74-4fb0-b22c-edf362524e5d | Clause:
All fees required to be paid on the Closing Date pursuant to the Fee Letter Amended & Restated Fee Letter, dated October 23, 2012, by and among SFCC, Morgan Stanley Senior Funding, Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Bank of America, N.A. , Credit Suisse Securities (USA) LLC, Credit Suisse... | Label: Fees |
3def430e-d906-4c9f-ad49-d7f9e5454b1e | Clause:
This Agreement, each other Loan Document that does not expressly set forth its applicable law, and the rights and obligations of the parties hereto and thereto shall be governed by, and construed and interpreted in accordance with, the law of the State of New York, without reference to rules or principles of co... | Label: Governing Laws |
bba50e8c-1958-4b69-ac09-9e2f210c9c7b | Clause:
Each First Lien Agent may demand specific performance of this Agreement. Each Second Priority Agent, on behalf of itself and each applicable Second Priority Secured Party, hereby irrevocably waives any defense based on the adequacy of a remedy at law and any other defense that might be asserted to bar the remed... | Label: Specific Performance |
20fc5aaa-2cda-4983-98be-9d430cb8c3bf | Clause:
THE BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST THE ADMINISTRATIVE AGENT, ANY LENDER, THE L/C ISSUER, OR ANY REL... | Label: Submission To Jurisdiction |
b75d1236-d0e7-450d-832b-de6c9373f4df | Clause:
This Agreement binds and benefits the respective successors and assignees of the parties. However, the Borrower may not assign or transfer any of its rights or obligations under this Agreement without the prior consent of IFC.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments,... | Label: Successors |
04f85b84-823e-412d-9e4a-a0d4c4de9851 | Clause:
Each of the Borrowers’ direct and indirect Subsidiaries are as set forth on Schedule 8.16(a) and each Borrower holds the ownership interests in each direct and indirect Subsidiary described on Schedule 8.16(a) . None of the Subsidiaries of the Borrowers has any other Subsidiaries except as set forth on Schedule... | Label: Subsidiaries |
fe9c2631-aa0d-4324-9daf-bc9ac6683f8e | Clause:
Except as expressly permitted under this Agreement, neither the Borrower nor any of its Subsidiaries or Affiliates shall use any portion of the proceeds of the Loans, either directly or indirectly, for the purpose of purchasing any securities.
Task: Classify this clause into ONE of these types (exactly one lab... | Label: Use Of Proceeds |
9b04e73b-8fe9-4941-8d2d-a053d2d695ba | Clause:
Each of the Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its Related Parties (it being understood that the Persons to whom such disclosure is made will be informed of the c... | Label: Confidentiality |
814b5ba7-6120-47e2-9491-7330e0abd5fe | Clause:
Upon satisfaction of the conditions set forth herein, a closing shall occur at the principal offices of the Company, or such other location as the parties shall mutually agree. At closing, Holder shall deliver certificates representing the Exchange Securities to the Company and the Company shall deliver to such... | Label: Closings |
1fdc1cec-7a59-4d86-8795-1c15201ecbd8 | Clause:
The business of the Company shall be solely under the management of the Member. The Member shall have the right and authority to take all actions specifically enumerated in the Certificate of Formation or this Agreement or which the Member otherwise deems necessary, useful or appropriate for the day-to-day mana... | Label: Powers |
607c6d5b-8648-4e7c-b673-653c4a897774 | Clause:
All capitalized terms used and not defined herein shall have the meanings ascribed thereto in the Master Lease.
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: Defined Terms |
8d648753-1ad0-4e3e-a8f3-ee7979f35c60 | Clause:
Upon the earliest to occur of (i) the Participant’s termination of service as an Employee prior to the Determination Date for any reason other than a Qualifying Termination, or (ii) the Administrator’s determination that the Final Bonus Pool equals zero, the Participant shall forfeit all rights and interests un... | Label: Forfeitures |
fdf7abcb-9dbf-4ca1-bdc0-24b15d688fff | Clause:
Each of the parties hereto hereby irrevocably waives any and all right to trial by jury of any claim or cause of action in any legal proceeding arising out of or related to this Agreement or the transactions or events contemplated hereby or any course of conduct, course of dealing, statements (whether verbal or... | Label: Waiver Of Jury Trials |
f0e43b06-4d5c-4ab0-a5eb-9445ab79c59d | Clause:
The Company shall use the proceeds from the sale of the Shares to the Purchaser for working capital needs of the Company’s Omnimetrix LLC subsidiary (“Omnimetrix”) and for the repayment of indebtedness Omnimetrix owed to the Company’s parent, Acorn Energy, Inc. (“Acorn”).
Task: Classify this clause into ONE of... | Label: Use Of Proceeds |
d4fee0d0-1547-4b96-93c5-7f9ee54431c8 | Clause:
Please refer to the document included with this offer of employment entitled Key Employee Change in Control Severance Benefits Plan which is attached hereto as Exhibit A and incorporated herein by reference.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendm... | Label: Change In Control |
2e9f7674-87d7-4087-ab0f-93fcf2f769f1 | Clause:
This Amendment may be executed in two or more counterparts (including by electronic or .pdf transmission), each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of any signature page by facsimile, electronic or .pdf transmission shall be bin... | Label: Counterparts |
135f3b18-b212-418b-9aa5-21c90de47f72 | Clause:
Each of the Purchaser, on the one hand, and the Sellers, on the other hand, shall bear their own expenses in connection with the drafting, negotiation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.
Task: Classify this clause into ONE of these types (exac... | Label: Expenses |
bfe820e2-0b62-46f1-8b7f-6222cfdda062 | Clause:
The Administrative Agent shall have received (i) the certificates representing the shares of Capital Stock pledged pursuant to the Guarantee and Collateral Agreement (if such shares are certificated), together with an undated stock power for each such certificate executed in blank by a duly authorized officer o... | Label: Consents |
42e6e973-096f-4c06-a4de-44be6771405f | Clause:
Each of the LLC, Frazier and Providence shall be responsible for its own fees, costs and expenses paid or incurred in connection with the preparation of Information and compliance with the terms of this Section 6.6 , including fees, costs and expenses of such party’s agents, accountants, advisors, counsel and o... | Label: Miscellaneous |
850cb060-73db-42fe-9818-03fae054800a | Clause:
This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, and delivered by means of facsimile transmission, electronic delivery or otherwise, each of which when so executed and delivered shall be deemed to be an original and all of which when taken to... | Label: Counterparts |
28fa39b2-96c3-4296-81be-8f0c98e28721 | Clause:
The parties agree irrevocably to submit to the exclusive jurisdiction of the federal courts or, if no federal jurisdiction exists, the state courts, located in Boston, Massachusetts, for the purposes of any suit, action or other proceeding brought by any party arising out of any breach of any of the provisions ... | Label: Venues |
03f59253-5c12-4590-95dc-1dedeaf3c697 | Clause:
This document contains all terms of the Waiver and Release and supersedes and invalidates any previous agreements or contracts regarding the same subject matter. No representations, inducements, promises or agreements, oral or otherwise, which are not embodies herein shall be of any force or effect.
Task: Clas... | Label: Entire Agreements |
61f14cf2-1f13-4a83-8127-2286a6f1550b | Clause:
As of August 31, 2016, the Company is authorized to issue 240,000,000 shares of Common Stock, of which, approximately 8,714,636 shares were issued and outstanding. All outstanding shares of the Company’s capital stock have been duly authorized and validly issued, and are fully paid, non-assessable, and free of ... | Label: Capitalization |
39872259-0e4e-49eb-82b0-f872e8243757 | Clause:
For purposes of this Section 3.20, references to the Company include any subsidiaries of the Company.
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: Payments |
48cada2b-ab5a-4a8a-8742-ac6587f2d99d | Clause:
Each of the Borrower and each Subsidiary is in compliance in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its properties, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being c... | Label: Compliance With Laws |
3fe04648-3715-4141-96a5-a96c790a2194 | Clause:
This Agreement shall be governed by the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. The laws... | Label: Governing Laws |
58be33a8-4fbd-4c75-a86e-c462504c9adf | Clause:
This Agreement and any modification or amendment hereto may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, but all of which together shall constitute one and the same instrument, and shall become effective when one or more counterparts hereof... | Label: Counterparts |
0cd51557-21ec-4abb-8726-d68d64ec4649 | Clause:
Any and all notices or other communications or deliveries to be provided by the Holder hereunder, including, without limitation, any Notice of Conversion, shall be in writing and delivered personally, by facsimile, or sent by a nationally recognized overnight courier service, addressed to the Company, at the ad... | Label: Notices |
618ffa67-e0f3-4983-a461-5507acf8bc41 | Clause:
This Agreement constitutes the entire agreement, and supersed es all prior written agreements, arrangements and understandings and all prior and contemporaneous oral agreements, arrangements and understandings between the parties with respect to the subject matter of this Agreement.
Task: Classify this clause ... | Label: Entire Agreements |
04730484-dc29-4f7a-806e-244d187a750b | Clause:
Subject to the satisfaction or waiver of the closing conditions contained herein, the purchase, sale, and issuance of the Shares shall take place at a closing (the “ Closing ”) to be held remotely via exchange of documents and signatures on December 19, 2016, subject to an extension at the option of the Company... | Label: Closings |
7c61bfa1-3c51-4be6-80b5-1c4c8c7594c0 | Clause:
The provisions of Section 14(d)(i) of the Plan are incorporated herein by reference and made a part hereof. The Participant shall satisfy such Participant’s withholding liability referred to in Section 14(d)(i) of the Plan by having the Company withhold from the number of shares of Common Stock otherwise issuab... | Label: Tax Withholdings |
ca995258-9123-41f4-b1da-d3e09affb8ab | Clause:
Each of the parties irrevocably and unconditionally: (i) agrees that any suit, action or other legal or equitable proceeding arising out of, or relating to, this Agreement shall be brought in the State or Federal Courts of appropriate jurisdiction located in Broward County, Florida; (ii) consents to the jurisdi... | Label: Submission To Jurisdiction |
226c4fde-657c-4799-b5a3-31bba9c03d04 | Clause:
Except as set forth below, the Parties agree to keep confidential and not disclose, describe, or discuss, either directly or indirectly, in any manner whatsoever, any information regarding the terms or substance of this Settlement Agreement to or with any person or entity. The Parties may disclose only that the... | Label: Confidentiality |
f40467e6-1a1d-4782-9c1c-3c64d8458cf1 | Clause:
Any notice to the Company provided for in this Agreement shall be addressed to the Company in care of the Secretary at the headquarters of the Company, and any notice to the Recipient shall be addressed to the Recipient at the current address shown on the payroll of the Company, or such other address as the Rec... | Label: Notices |
6f6c5a34-38b8-4975-817d-a99d7d4eb754 | Clause:
The Company shall use its commercially reasonable efforts to submit drafts to the Second Lien Bond Professionals of any press releases and public documents that constitute disclosure of the existence or terms of this Agreement or any amendment to the terms of this Agreement at least three (3) Business Days prio... | Label: Publicity |
ff5b9391-5a52-4f80-a520-4bd69730c571 | Clause:
The parties agree that, except as provided in Section 8.3(c), any and all disputes, claims or controversies arising out of or relating to this Agreement that are not resolved by mutual negotiation shall be submitted to final and binding arbitration before the AAA, or its successor, pursuant to the United States... | Label: Arbitration |
47340966-cded-4d88-94fe-d815a406942d | Clause:
In further consideration of the agreements and covenants contained in this Agreement, Employee agrees that the terms and conditions of this Agreement, as well as the discussions which led to the terms and conditions of this Agreement (collectively referred to as the “Confidential Information”) shall remain conf... | Label: Confidentiality |
2513320f-a676-472b-8b43-1c8fd4ecb733 | Clause:
In accordance with Section 3 of the Option Agreement, payment of the Exercise Price shall be by use of the net exercise procedure provided in such Section.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approva... | Label: Payments |
979a4037-1443-490d-9b88-44e6d3889b4b | Clause:
If either party breaches any term of this Agreement, if you breach the any of the specific paragraphs of your Employment Agreement referenced in this Agreement, or if party breaches any other written agreement in effect between you and CSI, the prevailing party in any enforcement action, as determined by a cour... | Label: Remedies |
d4c8ec57-7ae1-4e01-b885-9281d397f239 | Clause:
The execution and delivery by Parent and Merger Sub of this Agreement does not, and the performance by Parent and Merger Sub of this Agreement will not, require any consent, approval, order, authorization or permit of, or declaration, registration, filing with, or notification to, any Governmental Entity, excep... | Label: Consents |
5859eaaa-7e03-42ed-8ee5-44940f452be4 | Clause:
EACH OF LESSOR AND LESSEE IRREVOCABLY WAIVES AS AGAINST THE OTHER PARTY HERETO ANY RIGHTS IT MAY HAVE TO A JURY TRIAL IN THE UNITED STATES OF AMERICA IN RESPECT OF ANY CIVIL ACTION ARISING UNDER THIS LEASE.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendme... | Label: Waiver Of Jury Trials |
34bd5e51-31ac-4ec3-a0a5-616047264092 | Clause:
This Agreement shall not be assigned or delegated by a Party (in each case, whether (x) by merger, consolidation or dissolution of a Party, (y) by contract, operation of law or (z) otherwise) without the prior written consent of the other Parties, and any purported assignment or delegation in violation of this ... | Label: Assignments |
69a10e45-871c-4d95-b76a-caf6055ac3d3 | Clause:
(a) Upon the sale, lease, transfer or other disposition of any time of Collateral by the Debtor in accordance with the terms of the Credit Agreement (i) the security interest created hereby in such Collateral shall automatically terminate, and (ii) the Secured Party, at the request and sole expense of the Debto... | Label: Releases |
840ded2e-cde4-47d9-8a2f-c911a9253b9a | Clause:
This Lease may be executed in any number of counterparts, all of which will be considered one and the same Lease notwithstanding that all parties hereto have not signed the same counterpart. Signatures on this Lease which are transmitted electronically shall be valid for all purposes. Any party shall, however, ... | Label: Counterparts |
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