id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
5fc178b4-b423-4216-b0f6-5eb57c43593d | Clause:
The Board may, as permitted by law, at any time, amend or terminate the Plan, and may amend any Award Agreement, provided that no amendment or termination (except as provided in Section 2.9, Section 3.4 and Section 6.2) may cause the Award to violate Code Section 409A, may cause the repricing of a Stock Option,... | Label: General |
0bb4df24-6c8b-4e76-a885-9eee220973a2 | Clause:
Notices delivered in connection with this Guaranty shall be given in accordance with Section 10.04 of the PC Repurchase Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignme... | Label: Notices |
cdb08b8d-f157-4218-8ee7-4ef3310a271c | Clause:
As of the Effective Date and throughout the term of this Agreement, each Party shall procure and maintain, at its sole cost and expense, commercial general liability insurance to cover its indemnification obligation under Section 10.6.1 or 10.6.2 above, as applicable in amounts not less than US$ [* * *] per inc... | Label: Insurances |
ebb547b2-a232-43d9-b843-2189bbd435b7 | Clause:
This Agreement and the rights and obligations of the parties hereunder and under the Revolving Note and any other Loan Documents, shall be construed in accordance with and governed by the laws of the State of Minnesota. Borrower and Guarantor hereby consent to the jurisdiction of the courts of the State of Min... | Label: Governing Laws |
3da5b9ba-b735-4bc1-8878-bbe268dc8ea8 | Clause:
Any notice to be given hereunder by either party to the other may be effected by personal delivery, in writing, or by mail, registered or certified, postage prepaid with return receipt requested. Mailed notices shall be addressed to the parties at the addresses set forth below, but each party may change his, he... | Label: Notices |
4d95231c-3f2d-4300-a03e-e6d7b61a348d | Clause:
The headings are intended only for convenience in finding the subject matter and do not constitute part of the text of this Agreement and shall not be considered in the interpretation of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments,... | Label: Headings |
e9fe93d5-532a-4d12-87a7-8f9f8767e13a | Clause:
During the Term, each Party shall promptly report in writing to the other Party any known or suspected infringement of any Enumeral IP, or any unauthorized use or misappropriation of any Enumeral Know-How (each, an “Infringement”), of which such Party becomes aware, and shall provide the other Party with all av... | Label: Notices |
6762edd0-b4be-40f0-b61d-97da6eb4cd01 | Clause:
The Option Price shall be payable in full upon the exercise of any Option and, at the discretion of the Committee, an Option Certificate can provide for the payment of the Option Price either (a) in cash, or (b) by check, or (c) in Stock which is acceptable to the Committee, or (d) through any cashless exercise... | Label: Payments |
03c373ab-7931-415d-9b41-c315d8e82db3 | Clause:
Borrower hereby represents that it has dealt with no financial advisors, brokers, underwriters, placement agents, agents or finders in connection with the transactions contemplated by this Agreement other than CBRE Capital Markets (“ Broker ”), and Borrower shall be solely responsible for payment of all commiss... | Label: Brokers |
7e69ecbd-6a37-44a5-abe8-e93f82fcc8f7 | Clause:
This Termination Agreement shall be binding upon all the parties to the Licensing Agreement and their respective successors and assigns. This Termination Agreement shall be governed by, and construed and enforced in accordance with, the internal laws in effect in the State of Texas.
Task: Classify this clause ... | Label: Miscellaneous |
7c17854a-a5f1-4ff1-a338-b98d3ef0069b | Clause:
The Partnership maintains or is entitled to the benefits of insurance from insurers of recognized financial responsibility covering its properties, operations, personnel and businesses against such losses and risks as are reasonably adequate to protect it and its businesses in a reasonable manner and in amounts... | Label: Insurances |
40ad5e7d-bb8c-4c88-b454-81b0396a0c18 | Clause:
Except as set forth on Schedule 11.16 hereto, no Borrower has any Parents, Subsidiaries or other Affiliates or divisions, nor is any Borrower engaged in any joint venture or partnership with any other Person.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amend... | Label: Subsidiaries |
affb9857-c328-4f78-875d-73155f88909b | Clause:
There is no Proceeding pending , or to the Knowledge of the Companies, threatened or anticipated relating to or affecting (a) any Company or the Business or any asset owned or used by it; or (b) the Transactions. To the Knowledge of the Companies, n o event has occurred or circumstance exists that would reaso... | Label: Litigations |
af0cb2da-73a7-4701-8bfd-f449752fc652 | Clause:
Seller hereby irrevocably submits to the jurisdiction of the state or federal courts located in the State of Ohio, County of Franklin in connection with any suit, action or other proceeding arising out of or relating to this Agreement and the transactions contemplated thereby, and hereby agrees not to assert, b... | Label: Jurisdictions |
3deb8495-bfd5-4caa-987f-7a5950a94dda | Clause:
Assignor hereby agrees to indemnify and to defend and hold Agent and the Lenders harmless against and from all liability, loss, damage and expense, including attorneys' fees, which it may or shall incur by reason of this Collateral Assignment, or by reason of any commercially reasonable action taken in good fai... | Label: Indemnifications |
ba366032-7b65-4e1a-a771-48d41afc8d4f | Clause:
Any term or condition of this Agreement may be waived at any time by the Party that is entitled to the benefit thereof, but no such waiver shall be effective unless set forth in a written instrument duly executed by or on behalf of the Party waiving such term or condition. No waiver by any Party of any term or ... | Label: Waivers |
cfacab11-b527-4a1f-957a-e3f93399f051 | Clause:
To the extent a Change in Control occurs (the date of such Change in Control, the “ Change in Control Date ”), within thirty (30) days following any Change in Control Date, the Borrower shall make a written offer to prepay the Loans (the “ Change in Control Offer ”) to the Lenders (with a copy to the Administra... | Label: Change In Control |
7553427a-d0e6-4517-a2ab-8ecd4e386532 | Clause:
This Agreement contains the entire agreement between the parties related to severance and supersedes all prior or contemporaneous oral and written agreements, understandings, commitments, and practices of the parties.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreemen... | Label: Entire Agreements |
538f165c-ec6d-435e-ba56-9ca03b397a97 | Clause:
Each Obligor agrees that any suit, action or proceeding with respect to this Amendment or any other Loan Document to which it is a party or any judgment entered by any court in respect thereof may be brought initially in the federal or state courts in New York, New York or in the courts of its own corporate dom... | Label: Submission To Jurisdiction |
576cebfe-897a-4730-a9fb-6705c1dc68c7 | Clause:
Each Borrower shall keep accurate and complete records of its Accounts, including all payments and collections thereon. If during any calendar week Accounts constituting Eligible Accounts in an aggregate face amount of $100,000 or more cease to be Eligible Accounts for any reason other than payment in full, Bo... | Label: Records |
47ebc04e-0b37-4f9d-b810-f6f69b4fa9e3 | Clause:
Interest on this Bond payable prior to or on the Maturity Date shall be paid by check or draft mailed to the Registered Holder of this Bond at its address as it appears on the registration books of the Trustee (in such capacity, the “Bond Registrar”) or in such other manner as may be mutually acceptable to the ... | Label: Payments |
f54a3c9f-b15f-48a3-9764-d778c5b9cb93 | Clause:
The terms, covenants and conditions hereof shall be binding upon and inure to the benefit of Mortgagee (for the benefit of the Lenders), Landlord and Tenant and their respective heirs, executors, administrators, successors and assigns.
Task: Classify this clause into ONE of these types (exactly one label):
Adj... | Label: Binding Effects |
a184e64c-779f-4e60-b1ec-d74433b722b4 | Clause:
The Company hereby agrees to employ the Executive and the Executive hereby accepts such employment with the Company, on the terms and subject to the conditions hereinafter set forth. Subject to the terms and conditions contained herein, the Executive shall serve as President and Chief Operating Officer of the C... | Label: Employment |
41d93d5a-f1ac-41aa-a000-1caa267b6b2b | Clause:
Each Credit Party owns or is validly licensed to use all Intellectual Property that is necessary for the present conduct of its business, free and clear of Liens (other than Permitted Liens), without conflict with the rights of any other Person unless the failure to own or benefit from such valid license could ... | Label: Intellectual Property |
cf7eea22-e621-4a8a-b5be-617098ccf55d | Clause:
The Parties agree that (a) the provisions of this Agreement will be severable in the event that for any reason whatsoever any of the provisions hereof are invalid, void or otherwise unenforcable, (b) any such invalid, void or otherwise unenforceable provisions will be replaced by other provisions which are as s... | Label: Severability |
9412ea66-6b8f-4dc4-8fc7-721a199148df | Clause:
If any provision of this Agreement is held to be unenforceable, this Agreement shall be considered divisible and such provision shall be deemed inoperative to the extent it is deemed unenforceable, and in all other respects this Agreement shall remain in full force and effect; provided, however , that if any pr... | Label: Severability |
57695906-40b8-4073-9e8f-4f58c3e77eb3 | Clause:
Neither party shall have termination rights in this Agreement, except that Licensor may terminate Licensee’s rights and/or this Agreement as expressly set forth in Section 4, 5 and Section 9.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corru... | Label: Terminations |
5e0e979f-1c4c-437a-8c51-38db20a37d40 | Clause:
This Agreement and all covenants, agreements, representations and warranties made herein and in the certificates delivered pursuant hereto shall survive the making by Lender of the Loan and the execution and delivery to Lender of the Note, and shall continue in full force and effect so long as all or any of the... | Label: Survival |
1ba1ac14-9f4e-4ab6-94f2-3a9d76cfc1e1 | Clause:
Except as set forth in Section 3(b) above, all unvested RSUs shall be immediately forfeited upon the Participant’s Termination for any reason.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitrati... | Label: Forfeitures |
5e856276-a637-45c6-b5c0-4c8906cbbcdb | Clause:
Interest only on the unpaid principal balance of this Note shall be due and payable beginning on the first (1 st ) day of March, 2017 and continuing on the first (1 st ) day of each June, September, and December thereafter until this Note has been paid in full. If not sooner paid, the entire principal balance, ... | Label: Payments |
9ed74b1b-b504-4d2e-a81d-0c18edf34687 | Clause:
The Borrower will maintain, and cause each Subsidiary to maintain, its corporate existence in good standing under the laws of its jurisdiction of organization and its qualification to transact business in each jurisdiction where failure so to qualify would permanently preclude the Borrower or such Subsidiary fr... | Label: Existence |
25709075-3056-4314-92fa-cc45d0393bfc | Clause:
Upon any termination of Executive’s employment for any reason or non-renewal of this Agreement after the Term, Executive shall be entitled to receive the following compensation and benefits: (A) any accrued but unpaid Base Salary (to be paid as provided in Paragraph 3(a)) as of the Date of Termination (as defi... | Label: Benefits |
3a4f9696-e62c-4662-acb5-b59fab516b49 | Clause:
During the Term, Executive shall be engaged by the Company in the capacity of Executive Vice President, Human Resources of the Company and CNO or in such other senior executive capacity as the Chief Executive Officer of CNO shall specify. Executive shall report to the Chief Executive Officer of CNO or such othe... | Label: Duties |
8980db7f-39ff-4d50-a33a-6ca22e04e846 | Clause:
This Agreement contains the entire understanding between the parties hereto and, as of the Effective Date, it shall supersede all prior negotiations, representations, agreements and understandings, whether oral or written, between CHS and Customer with respect to the acquisition of the Grain for use by Customer... | Label: Entire Agreements |
764ab22c-c0b4-4e6c-b19c-600738c6ae1a | Clause:
Holdco has no Subsidiaries, except those Subsidiaries which are identified on Schedule 6.8 , or which are permitted to have been organized or acquired in accordance with Section 8.5 or Section 8.8 .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Ant... | Label: Subsidiaries |
cac9c6c9-befb-432b-adb8-90aae17ab534 | Clause:
The Company shall use the proceeds from the sale of the Purchased Preferred Stock to consummate the Share Repurchase, if applicable, and otherwise for working capital and general corporate purposes.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Ant... | Label: Use Of Proceeds |
accbddc0-73ec-4324-875b-aabb84936557 | Clause:
A default shall occur in the due performance or observance by Borrower or Approved Music Venue Manager of any term, covenant or agreement contained in Section 5.8 or in Article VI , provided that such default shall not constitute an Event of Default unless and until it shall remain uncured for 10 days after Bor... | Label: Erisa |
25c2cc82-18b5-44f7-8d78-16429ca088ee | Clause:
You voluntarily resigned from your employment with the Company effective July 1, 2016 (“Termination Date”) and will be paid your regular salary through the Termination Date. You will no longer be allowed on Company premises or at Company functions and you shall not interfere with Company business.
Task: Classi... | Label: Employment |
6938b82e-433a-4290-be80-be87511824dd | Clause:
(i) The Tranche C Lead Arranger shall have received all fees and expenses required to be paid or delivered by the Borrower to it on or prior to such date pursuant to that certain engagement letter, dated as of October 17, 2016 among the Tranche C Lead Arranger and the Borrower, (ii) the Administrative Agent sha... | Label: Fees |
27b4beba-cb12-4d80-b34a-f29ec61bff79 | Clause:
Capitalized terms used herein that are not otherwise defined shall have the meanings 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, Assi... | Label: Defined Terms |
fb5d747c-b7e0-4a84-9a55-c6f93d9e9271 | Clause:
The closing (the “ Closing ”) of the Transactions will be held at the offices of Latham & Watkins LLP, 811 Main Street, Suite 3700, Houston, Texas at 9:00 a.m. (Houston, Texas time) on the later of (a) the first business day after the conditions set forth in Article V have been satisfied or waived (other than c... | Label: Closings |
95ce9213-0d65-4825-bd54-47d457e227d0 | Clause:
At any time prior to the Closing Date, the Parties may (a) extend the time for the performance of any of the obligations or other acts of the other Party if requested by the other Party, (b) waive any inaccuracies in the representations and warranties of any Party contained in this Agreement or in any document ... | Label: Waivers |
96723487-dca3-4e43-9603-aa546eb8d595 | Clause:
The representations and warranties of the Parties in ARTICLE III and ARTICLE IV of this Agreement shall survive the Closing for a period of eighteen (18) months following the Closing Date; provided , however , that (i) the representations and warranties of the Seller Parties and Seller Parent contained in Secti... | Label: Warranties |
d33d251e-5633-40b4-b1ca-1ead4e4ba2d8 | Clause:
This Agreement (including the schedules and exhibits hereto, Seller Documents, and Purchaser Documents) represents the entire understanding and agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings among or between any of the partie... | Label: Entire Agreements |
3988a38d-f574-4ee5-9466-3f0848528616 | Clause:
All action on the part of the Corporation for the authorization, execution, delivery and performance by the Corporation of this Agreement has been taken, and this Agreement constitutes a valid and binding obligation of the Corporation, enforceable in accordance with its terms, except as may be limited by applic... | Label: Authorizations |
2116a0a0-b5d7-45a2-8f2c-2bf11671e8bc | Clause:
The Borrower will, and will cause each Restricted Subsidiary to, comply with all Requirements of Law (including Environmental Laws) with respect to it or its property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. T... | Label: Compliance With Laws |
f5aac6a6-dc2e-406f-a341-b7c815c43113 | Clause:
This Amendment cannot be altered, amended, changed or modified in any respect except in accordance with Section 10.5 of the Loan Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration,... | Label: Amendments |
4f87428d-d8db-4354-bb8a-14fd2e7eb2a3 | Clause:
In the event that this Agreement is terminated (x) by the Seller or the Company (i) pursuant to Section 9.1(c)(ii) , and if as of the date of termination (A) the condition set forth in Section 7.1(b) has not been satisfied, including but not limited to the waiting period applicable to the consummation of the tr... | Label: Payments |
f31db847-1682-4e9c-93e4-78eb1b4efbcb | Clause:
Except as set forth on Schedule 4(d) , as of the date hereof there is no action, suit or proceeding at law or in equity by or before any court or any Governmental Authority pending or, to the knowledge of the Loan Parties threatened against or affecting the Loan Parties.
Task: Classify this clause into ONE of ... | Label: Litigations |
1b82ff12-da5a-4a54-8137-1cdf267961fb | Clause:
On the Closing Date, the Company shall have paid to the Agents all fees required to be paid on the Closing Date and all reasonable and documented out-of-pocket expenses required to be reimbursed by the Company to the Administrative Agent and the Lead Arranger in connection with the Transaction, in the case of s... | Label: Fees |
2263e600-aba6-4422-8743-35d778e6d567 | Clause:
The undersigned has full power, authority and legal right to execute and deliver, and to perform its obligations under, this Guaranty and has taken all necessary corporate and legal action to authorize the execution, delivery and performance of this Guaranty.
Task: Classify this clause into ONE of these types ... | Label: Authority |
f1565096-e7ab-4577-af64-defbbd73a861 | Clause:
This Incremental Agreement No. 1 and the other Loan Documents represent the agreement of the Obligors, the Administrative Agent and the Lenders with respect to the subject matter hereof and thereof, and there are no promises, undertakings, representations or warranties by any such party relative to the subject ... | Label: Integration |
c5e8a732-4b3d-4774-b885-986755be2b11 | Clause:
The U.S. Borrower will, and will cause each of its Subsidiaries to, (i) keep all property necessary to the business of the U.S. Borrower and its Subsidiaries in good working order and condition, ordinary wear and tear excepted and subject to the occurrence of casualty events, (ii) maintain with financially soun... | Label: Insurances |
4886d130-f394-4eac-a1a5-48e251baba48 | Clause:
The authorized capitalization of Blackridge consists of 50,000,000 shares of Preferred Stock, $0.001 par value, of which 50,000,000 shares have been designated Series A Preferred Stock and of which 2,356,863 shares are currently outstanding, and 250,000,000 shares of Common Stock, par value $0.001, of which 26,... | Label: Capitalization |
8dcf452e-1cf8-4fe3-896f-594ee6a6467d | Clause:
Lender may at any time sell to one or more Persons participating interests in the Term Loan, the Term Loan Commitment or its other interests hereunder (any such Person, a “ Participant ”). In the event of a sale by Lender of a participating interest to a Participant, (a) Lender’s obligations hereunder shall rem... | Label: Participations |
e8bbee27-3864-4a5c-acb3-4e474cf52257 | Clause:
Any notice required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been given when delivered by hand or when deposited in the United States mail, by registered or certified mail, return receipt requested, postage prepaid, addressed to the Company’s executive office... | Label: Notices |
19b298cd-82fc-4c3a-88d2-2a2413879d2f | Clause:
Any notice required or desired to be given regarding this Lease shall be in writing and may be given by personal delivery, by facsimile, by courier service, or by mail. A notice shall be deemed to have been given (i) on the third business day after mailing if such notice was deposited in the United States mail,... | Label: Notices |
d9a81b61-d927-4aa1-8a79-71cfa2e6c00c | Clause:
The base salary for the Executive shall be Five Hundred Ten Thousand dollars per year, or such other rate as the Board may designate from time to time (the “Base Salary”). The Base Salary shall be payable in regular installments in accordance with the Company’s general payroll practices and shall be subject to ... | Label: Base Salary |
bffec45a-e509-4ab9-a7bd-8149a0d8dea1 | Clause:
In the event of the termination of this Agreement prior to the scheduled expiration of the Term, then (a) with respect to any Services for which the Fee for such Services is charged as a flat monthly rate, if termination occurs other than the end of the month, the Fee for that month shall be prorated to reflect... | Label: Adjustments |
9a8ce6a4-cbe8-4645-9da3-327ab3b8211f | Clause:
The Company shall employ the Executive, and the Executive agrees to be so employed, in the capacity of [Title] to serve for the Term (as hereinafter defined) hereof, subject to earlier termination as hereinafter provided.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agre... | Label: Employment |
31651cc9-2134-4ae4-b206-bf7eb8da063e | Clause:
All notices, requests and demands pursuant hereto shall be made in accordance with Section 13.2 of the DIP Credit Agreement. All communications and notices hereunder to any Guarantor shall be given to it in care of the Company at the Company’s address set forth in Section 13.2 of the DIP Credit Agreement.
Task... | Label: Notices |
53fbf592-c515-4062-81bb-5ea43b73f694 | Clause:
This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument. Grantee’s electronic signature of this Agreement shall have the same validity and effect as a signature affixed by Grantee’s ... | Label: Counterparts |
a5b4fac7-0bf6-4fd6-9cf7-501d89177145 | Clause:
Borrower represents and warrants that Borrower lawfully holds and possesses (a) a valid fee simple interest in the Real Property, as designated on Exhibit A , and the fixtures located thereon and (b) fee simple title to the Subject Property that is not the Real Property or fixtures on the Real Property, without... | Label: Titles |
6ed006d3-27b4-4483-8407-1c7dabfb32f3 | Clause:
This Lease may be only be modified by a writing signed by both Lessor and Tenant.
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 Sal... | Label: Modifications |
9d2f0963-3a17-40e9-b26c-28ea59b3ed08 | Clause:
If any provision of this Agreement or the other Loan Papers 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 Papers shall not be affected or impaired thereby, and (b) the parties shall endeavor in go... | Label: Severability |
706e49be-f3ff-4162-9610-2b63cfb02f41 | Clause:
The Company has all necessary power and authority to enter into, and be bound by the terms of, this Agreement to the fullest extent permitted by law, and the execution, delivery and performance of the undertakings contemplated by this Agreement have been duly authorized by the Company.
Task: Classify this clau... | Label: Authority |
9886b179-92e5-499e-8a8d-df53b2f972fc | Clause:
The execution, delivery and performance of this Agreement and the other Loan Documents to which any of Borrower or the Guarantors is a party and the transactions contemplated hereby and thereby (i) are within the authority of such Person, (ii) have been duly authorized by all necessary proceedings on the part o... | Label: Authorizations |
feb1ef6f-4ca3-4d54-ad0a-653037323d4d | Clause:
CLIENT is responsible for the payment of any and all foreign, federal, state, county and local taxes and fees applicable to transactions under this contract and invoiced to CLIENT by FiCentive. CLIENT shall be responsible for the collection of all applicable end-user taxes and fees and the remittance of such ta... | Label: Taxes |
6ab45c7b-c081-4591-a7e1-ad5c4eb8cc63 | Clause:
This Amendment and the other Loan Documents represent the entire agreement of the Borrower, the Guarantors, the Administrative Agent, the New Term Loan III Lenders and the other Lenders party hereto with respect to the subject matter hereof, and there are no promises, undertakings, representations or warranties... | Label: Integration |
29cb0761-0554-4eda-8ac4-73b08ee8794c | Clause:
Schedule 4.18 sets forth, as of the Closing Date and after giving effect to the Transactions, an accurate and complete list and a brief description (including the insurer, policy number, type of insurance, coverage limits, deductibles, expiration dates and any special cancellation conditions) of all policies of... | Label: Insurances |
de518fa6-e83b-4a0a-8005-69d584e33f1f | Clause:
In the event of any change in corporate capitalization, corporate transaction, sale or other disposition of assets or similar corporate transaction or event involving the Company as described in Section 5.5 of the Plan, the Committee shall make equitable adjustment as it determines necessary and appropriate in ... | Label: Change In Control |
355c6577-ae44-42bb-89a6-3284800ec6cb | Clause:
The Holders represent that the Notes represent all of the instruments that each has entered into with Maker and there are no additional agreements/instruments between any of the Holders and Maker. Each of the parties covenants and agrees, at its own expense, to execute and deliver, at the request of the other p... | Label: Representations |
df2eb203-fd48-4390-886c-b27f7725b8c6 | Clause:
The proceeds of the Loans shall be used solely to repay amounts outstanding under the Existing Credit Agreement, fund repayment of the GE Credit Agreement, to pay the cash portion of the Acquisition consideration and pay fees and expenses in connection with the Acquisition and related transactions.
Task: Class... | Label: Use Of Proceeds |
74a083be-b53c-4838-8542-f85a3ff0cc75 | Clause:
The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented, and waivers or consents to departures from the provisions hereof may not be given without the prior written consent of (i) the Company, (ii) Liberty (so long as any Liberty Holder holds any... | Label: Amendments |
ed2f39d3-72d3-4ab6-80fa-4a83ae35217f | Clause:
Each Party shall use all information that it obtains from the others pursuant to this Agreement solely for the effectuation of the transactions contemplated by this Agreement or for other purposes consistent with the intent of this Agreement and shall not use any of such information for any other purpose, inclu... | Label: Confidentiality |
f1f88539-028d-4951-907f-0300a660f9fc | Clause:
This Amendment shall be construed and interpreted in accordance with the rules of construction set forth in Sections 1.02 , 1.03 , 1.04 , 1.05 and 1.06 of the Amended and Restated Credit Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments... | Label: Interpretations |
e622bb75-25dd-4fb6-a4de-5203724dc27c | Clause:
No modification, consent, amendment or waiver of any provision of this Agreement, nor consent to any departure by Borrower therefrom, shall be effective unless the same shall be in writing and signed by an officer of Lender, and then shall be effective only in the specific instance and for the purpose for which... | Label: Miscellaneous |
c786ee28-03d8-477c-8a12-4bfccc7cddbb | Clause:
By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or any Lender, the Issuing Bank that is the issuer thereof hereby grants to each Lender, and each Lender hereby acquires from such... | Label: Participations |
9aa26c75-6f78-4f8b-a3a1-16ed1fd5852e | Clause:
The Plan shall be effective as of May 10, 2016; subject to the approval of the stockholders of the Company (the “ Stockholders ”). Such approval shall meet the requirements of Section 162(m) of the Code and the regulations thereunder. If such approval is not obtained, then the Plan shall not be effective.
Task... | Label: Effective Dates |
f3dee421-07f4-42a3-984c-37bd6a22e5bb | Clause:
THE BORROWER 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, ANY L/C ISSUER OR ANY RELATED PARTY OF THE FOREGOING... | Label: Submission To Jurisdiction |
bb7e340c-910f-4a5e-b272-e8a9c557c38b | Clause:
Each Seller shall keep or cause to be kept in reasonable detail books and records of account of its assets and business and shall clearly reflect therein the transfer of Purchased Assets to Administrative Agent for benefit of Buyers. Each Seller shall cause each Seller Party Subsidiary to keep in reasonable det... | Label: Books |
27edca47-d1e0-42de-a113-30be1b4d77f2 | Clause:
Fortress Biotech, Inc. (the “ Company ”), for value received, pursuant to this Senior Secured Convertible Promissory Note (the “ Note ”), hereby promises to pay to the order of_____________(“ Holder ”) in lawful money of the United States of America, the principal amount as may be advanced from time to time by ... | Label: Interests |
7cd3bddb-b49c-4d2a-bc25-dfabf108db59 | Clause:
Executive shall be entitled to five (5) weeks paid vacation each calendar year in accordance with the general policies of QTS or the Company.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitratio... | Label: Vacations |
88edd7af-52a5-4db3-abe9-40e2ced7f5a9 | Clause:
This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. Copies of originals, including copies delivered by facsimile, pdf or other electronic means shall have the sam... | Label: Counterparts |
78114318-9e14-412b-b8f9-2390c4da4763 | Clause:
Executive agrees that he will not do or say anything that could reasonably be expected to disparage or impact negatively the name or reputation in the marketplace of the Company or any of its affiliates, employees, officers, directors, stockholders, members, principals or assigns. Nothing in this Section 6(b) s... | Label: Non-Disparagement |
f15b93fd-a57e-496b-9eee-39d31de22f51 | Clause:
If an Account of any Borrower includes a charge for any Taxes, the Agent is authorized, in its discretion after the occurrence of an Event of Default and during the continuation thereof, to pay the amount thereof to the proper taxing authority for the account of such Borrower and to charge Borrowers therefor; p... | Label: Taxes |
0c617586-6d99-4357-9395-8a4f5f83a79f | Clause:
All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to any Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive the execu... | Label: Survival |
21fe7ae3-7004-4a51-b484-9cb37e350436 | Clause:
Any financial statement, report, notice, proxy statement, registration statement, prospectus or other document required to be delivered pursuant to this Section 5.1 shall be delivered in accordance with Section 10.1 and shall be deemed to have been delivered on the date on which such financial statement, report... | Label: General |
48f33455-dc63-4b40-9ca3-50a205ed7fa8 | Clause:
The proceeds of the Loans shall be used to fund the refinancing of existing revolving and term indebtedness payable to the Existing Lender pursuant to the Existing Credit Agreement, pay fees, commissions, Swap Termination Value and expenses in connection therewith, to fund Permitted Acquisitions in accordance w... | Label: Use Of Proceeds |
c6617356-7846-40ad-83bd-38fffa01b301 | Clause:
THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AMENDMENT.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arb... | Label: Waiver Of Jury Trials |
72f27a6d-f276-4c3b-8776-8ff5c9ccdcbf | Clause:
I agree that I will not disclose to others the fact or terms of this Agreement, except that I may disclose such information to my spouse, and to my attorneys and accountants in order for them to render professional services to me.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustme... | Label: Confidentiality |
65eb2e40-c557-4189-81b9-6f2b68ab0d35 | Clause:
With effect from April 30, 2016, Schedule A to the Original Agreement shall be hereby amended by deleting the reference to “$325,000,000” therein, and replacing it with “$275,000,000” .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption ... | Label: Amendments |
23a4640c-ddaf-4fa9-a298-64b347cdcb53 | Clause:
The Seller and Shareholder delivered to the Purchaser the following financial statements (collectively, the “Financial Statements”): (a) the unaudited balance sheets of the Seller as of December 31, 2014 and 2015 by quarter and as of the Closing Date, the related statements of income and retained earnings for 2... | Label: Financial Statements |
dc0f0f65-1d01-4766-a2b9-22d4b7bc2d3b | Clause:
Whenever notice is required to be given under this Amendment Agreement, unless otherwise provided herein, such notice shall be given in accordance with Section 9(f) of the SPA.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, App... | Label: Notices |
4d7c87db-5896-4294-a4ba-dd449dd9e04a | Clause:
No provision of this Agreement shall be modified, waived or discharged unless the modification, waiver or discharge is agreed in writing and signed by the Covered Person and by an authorized officer of the Company (other than the Covered Person). No waiver by either party of any breach of, or compliance with, a... | Label: Waivers |
54a120eb-d0b8-4e74-89d8-892aed5de8b3 | Clause:
Any notice required or permitted hereunder shall be given, (a) with respect to the Company, at the address of the Company indicated in Schedule 10.02 of the Credit Agreement and (b) with respect to the Administrative Agent or any other Secured Party, at the Administrative Agent’s address indicated in Schedule 1... | Label: Notices |
11fc47e5-d0d9-4642-8ce2-24fb724bb230 | Clause:
During the period you are employed by OvaScience, Limited, you will be eligible to participant in any and all benefit programs that OvaScience, Limited establishes and makes available to its employees from time to time, provided you meet the specific eligibility criteria as set forth in (and subject to all prov... | Label: Benefits |
a6538e99-847e-4740-ae10-0459987b9426 | Clause:
If an event of default occurs, the outstanding Principal Amount of this Note owing in respect thereof through the date of acceleration, shall become, at the Holder's election, immediately due and payable in cash at the " Mandatory Default Amount ". The Mandatory Default Amount means 150% of the outstanding Prin... | Label: Remedies |
abff48ea-02a1-4c07-a8a8-b67a78bd43cd | Clause:
This Agreement shall be construed and regulated in all respects under the laws of the State of Maryland 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, Applicable Laws, Approv... | Label: Governing Laws |
735bf261-1873-408c-a713-257b99055629 | Clause:
As set forth in Section 5, you will have the opportunity to consider this Agreement for at least 21 days before signing it. For the period of seven (7) days from the date when you execute this Agreement, you have the right to revoke it by written notice. For such a revocation to be effective, it must be deliv... | Label: Effective Dates |
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