id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
e3ec6793-5a61-4bd8-86af-3c158ccae0dd | Clause:
The Borrower represents and warrants to each Creditor Party as of the Effective Date and each Drawdown Date as follows.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assign... | Label: General |
96fedf9a-88f8-4413-b961-392b37ee1da9 | Clause:
You will be eligible for 4 weeks of annual vacation beginning in 2017 and each vacation year thereafter until your length of service grants additional vacation time. Materion’s vacation year runs from July 1 through June 30 each year.
Task: Classify this clause into ONE of these types (exactly one label):
Adju... | Label: Vacations |
fb677688-bf28-4ebd-9a89-fa11826931a7 | Clause:
Subject to the limitations provided in this Agreement, the Class A Member (the “ Managing Member ”) shall have the exclusive power and authority to manage the business, affairs and assets of the Company and to make all decisions with respect thereto, including, without limitation, the exclusive power and author... | Label: Authority |
47a4b43f-5ca9-452f-916c-0512b2d89326 | Clause:
The Borrower shall have delivered (i) in the case of any new Revolving Loan, a Notice of Revolving Borrowing, duly executed and completed, by the time specified in Section 2.1, (ii) in the case of any Letter of Credit, a Letter of Credit Application, duly executed and completed, by the time specified in Section... | Label: Notices |
b86c20d4-d191-4827-b7f8-12681de91052 | Clause:
Neither the execution, delivery and performance by any Credit Party of the Loan Documents to which it is party nor compliance with the terms and provisions thereof (i) will contravene any provision of any law, statute, rule, regulation, order, writ, injunction or decree of any Governmental Authority applicable ... | Label: Applicable Laws |
bb2d7cad-4c58-48aa-bf4f-4c3fae6d23a7 | Clause:
All of the direct and indirect subsidiaries of the Company (the “ Subsidiaries ”) are set forth in the Incorporated Documents. Except as disclosed in the Incorporated Documents, the Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any ... | Label: Subsidiaries |
2262b269-bac9-483a-8123-15aa84c87238 | Clause:
This Amendment SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. In addition to and without limitation of any of the foregoing, this Amendment shall be deemed to be a Loan Document and shall otherwise be subject to all of the terms and conditions contained in Sections 9.0... | Label: Governing Laws |
8d3365f1-675f-4414-9929-3c4b6dad622f | Clause:
Cho and the Company each agree that he and it shall not malign, defame, blame, or otherwise disparage the other, either publicly or privately regarding the past or future business or personal affairs of Cho, the Company or any other officer, director or employee of the Company.
Task: Classify this clause into ... | Label: Non-Disparagement |
4d1f2054-240c-4a30-9489-391fd909d934 | Clause:
This Plan amends and restates the GigPeak, Inc. Change in Control Bonus Plan that became effective on November 17, 2016. The Plan is effective as of February 11, 2017.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable ... | Label: Effective Dates |
3c5cf68c-3e0a-4c0f-8b01-ddc4e69df30b | Clause:
This Agreement may be executed for the convenience of the parties in several counterparts, which are in all respects similar and each of which is to be deemed to be complete in and of itself, and any one of which may be introduced in evidence or used for any other purpose with the production of the other counte... | Label: Counterparts |
81acf40e-af61-4091-897e-dfe9a0dc922a | Clause:
The Executive’s employment hereunder shall be effective as of and subject to the Effective Time and shall continue on an at-will basis and may be terminated at any time for any reason or no reason by the Company or the Executive (the period that the Executive remains employed by the Company, the “ Employment Te... | Label: Employment |
f6ba0a7c-44cc-4999-a8fc-a20b21e5262e | Clause:
On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, up to an aggregate of $320,000 in pr... | Label: Closings |
2da1992f-ca3c-40df-b5d4-2775184eeb71 | Clause:
All references herein to “dollars” or “$” are to U.S. dollars, and all payments of principal of, and interest on, this Note shall be made in lawful money of the United States of America in immediately available funds. If the date on which any such payment is required to be made pursuant to the provisions of thi... | Label: Payments |
091d916c-1861-4cd3-84f3-15b24eb34f5d | Clause:
Each party agrees that it will bring any action or proceeding in respect of any claim arising out of or related to this Agreement or the transactions contemplated hereby exclusively in any federal or state court sitting in the State of Delaware (the “ Chosen Courts ”), and, solely in connection with claims aris... | Label: Submission To Jurisdiction |
08395a0a-5a58-47aa-9903-830a1ff3f636 | Clause:
The term of Executive’s employment under this Agreement shall commence on the Effective Date and continue for a three (3) year-period if not sooner terminated or further extended pursuant to the terms of this Agreement (such period, as earlier terminated or further extended, the " Employment Period "). The Empl... | Label: Terms |
1040acae-6d48-46e3-8ee2-d5ea69e6caf5 | Clause:
This Indemnity Agreement may be executed in one or more counterparts, all of which taken together shall constitute one and the same instrument. Delivery of such counterpart signature pages may be effectuated by email pursuant to Section 7.
Task: Classify this clause into ONE of these types (exactly one label)... | Label: Counterparts |
60db56da-1861-4a17-b08e-19485fa7108c | Clause:
On the Closing Date, (a) the Parent and its Subsidiaries are Solvent on a consolidated basis and (b) no Designated Borrower is subject to any proceeding under any Debtor Relief Laws.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Law... | Label: Solvency |
a68ac934-bcd5-48a3-b6e2-48a900889fda | Clause:
As of the Effective Date (defined below), notwithstanding the provisions of Section 7(a)(iv) of the Debenture and Section 7(a)(iv) of the Note, the Holders hereby consent to the Company’s and the Seller’s entry into the High Wire Agreement and the High Wire Sale (collectively, the “Transaction”). The Holders fu... | Label: Consents |
4723e724-324a-4eac-8f55-7302766fc62f | Clause:
In the event of a breach by the Company of its obligations under this Agreement, the Investor, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Agreement.
Task: Classify this clause into ONE of ... | Label: Remedies |
995fd300-08be-4a97-889a-1cf208f56517 | Clause:
The Administrative Agent shall have received true copies (certified to be such by the Borrower or other appropriate party) of all consents, licenses, and approvals, if any, required in accordance with applicable law, or in accordance with any document, agreement, instrument, or arrangement to which the Borrower... | Label: Consents |
b134c19c-ba28-4d29-a9e5-44c26d71ebb4 | Clause:
Mr. Rosenberg understands and acknowledges that he has been given the opportunity to consider this Agreement for twenty-one (21) days from his receipt of this Agreement before signing it (the “Consideration Period”). To accept this Agreement, Mr. Rosenberg must return a signed original or a signed PDF copy of t... | Label: Effective Dates |
8e745bea-88ff-4638-9591-c9dfab9c8d29 | Clause:
(i) The Company shall provide each Participant written notice of such Change in Control, (ii) all outstanding Stock Options and Stock Appreciation Rights of such Participant shall automatically accelerate and become fully exercisable, and (iii) the restrictions and conditions on all outstanding Restricted Share... | Label: Notices |
e68d64bc-dc0d-440e-bfbe-34c894d3f238 | Clause:
Executive agrees to indemnify and hold harmless the Sierra Monitor Group from and against any and all loss, costs, damages or expenses, including, without limitation, attorneys’ fees or expenses incurred by any member of the Sierra Monitor Group arising out of the breach of this Release Agreement by Executive, ... | Label: Indemnifications |
8b62aa96-b4a8-4d29-acae-07695f6049f8 | Clause:
Each of the rights and remedies enumerated in this Agreement shall be independent of the others and separately enforceable, and all of such rights and remedies shall be in addition to and not in lieu of any other rights and remedies available to FBRC or its affiliates under the law or in equity. If any of the p... | Label: Severability |
5dfb1650-6150-4360-8d62-725ac07fa2d0 | Clause:
The execution, delivery and performance of this Agreement by the Purchaser and the consummation by the Purchaser of the transactions contemplated hereby will not (a) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any material agreement to wh... | Label: No Conflicts |
bf855f39-0a0a-4860-849b-15f459465891 | Clause:
All questions concerning the construction, validity, enforcement and interpretation of this Guarantee shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each of the Company and the Guarantor... | Label: Governing Laws |
b3e041b6-d5b2-4e0a-a6eb-a5cd9a6da585 | Clause:
The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which it is a party, the issuance and sale of the Shares and the consummation by it of the transactions contemplated hereby and thereby do not and will not: (i) conflict with or violate any provision ... | Label: No Conflicts |
4031f7ef-018f-4a93-8b79-e2d0a57ceda7 | Clause:
Tenant acknowledges that the content of this Lease and any related documents are confidential information. Tenant shall keep such confidential information strictly confidential and shall not disclose such confidential information to any person or entity other than Tenant’s financial, legal, and space planning c... | Label: Confidentiality |
682f3e54-0611-49e9-a08e-447253188e41 | Clause:
The appointment of Dealer is made in reliance on Dealer’s representation and warranty that the information set forth in any dealer application provided to New Holland as well as in Schedule A regarding Dealer’s legal name, ownership (if corporation, as listed in a Stock Ownership Certificate), management person... | Label: Warranties |
9d9f7ddf-a383-4372-a2fd-40043ed5cac5 | Clause:
Subject to Clause 2.1 of this Agreement, the initial Term of this Agreement shall commence on the Effective Date and shall expire on December 31 st , 2025 unless terminated earlier as provided herein or extended by mutual written consent of the Parties. Notwithstanding the foregoing, each Project Plan may have ... | Label: Terms |
24b1d6f1-081c-4cb7-bb32-5163f182b111 | Clause:
EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS FOR ITSELF AND ITS PROPERTY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT TO THE EXCLUSIVE GENERAL JURISDICTION OF THE SUPREME COURT OF THE STATE OF NEW YORK FOR THE COUNTY OF NEW YORK (THE “ NEW YORK SUPREME COURT ”), AND THE UNITED STATE... | Label: Submission To Jurisdiction |
8b24efe1-3ff6-4efc-998f-62b4bd8e4d28 | Clause:
This Assignment contains and constitutes the entire agreement between the parties hereto with respect to the subject matter hereof, and supersedes all prior understandings, if any, with respect thereto. The terms of this Assignment may not be modified, amended, or otherwise changed in any manner, except by an i... | Label: Entire Agreements |
03ab0cb3-8ae5-4e45-9017-0d7b216bc5a9 | Clause:
If and to the extent that the number of issued shares of Common Stock shall be increased or reduced by any stock dividend or split, recapitalization, reclassification, combination of shares, or any similar change in the corporate structure of the Company affecting the Common Stock, the Company shall proportiona... | Label: Adjustments |
640395b8-8b42-475d-b588-56cfaff998f4 | Clause:
Except as otherwise provided in the Award Agreement, upon the vesting of an RSU in accordance with this subsection (c) or Section 13, payment, in Common Stock or cash (as applicable), shall be made in the Short-Term Deferral Period.
Task: Classify this clause into ONE of these types (exactly one label):
Adjust... | Label: Payments |
0f9e4cc8-b95d-4022-bdd4-d7c82f1c7d45 | Clause:
Except as otherwise defined in this Amendment, terms defined in the Amended Credit Agreement are used herein as defined therein.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignment... | Label: Definitions |
2a155b01-8158-43b9-938e-de5f2a75e7a9 | Clause:
EACH PARTY HERETO IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT,... | Label: Waiver Of Jury Trials |
fe2e6c6b-d3f6-48f5-8d4a-80f96ffe055f | Clause:
For purpose of this Option, “ Disability ” shall have the meaning set forth in your employment agreement, dated as of ____________.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignm... | Label: Disability |
012dde00-4e35-4fa4-895b-fbbe487b3078 | Clause:
Section headings in this Waiver and Consent are included herein for convenience of reference only and shall not constitute a part of this Waiver and Consent for any other purpose.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, ... | Label: Headings |
690483a8-d796-429d-be53-43e6f07be3e5 | Clause:
Neither the Company nor any of its Affiliates or Representatives is making any representation or warranty on behalf of the Company of any kind or nature whatsoever, oral or written, express or implied (including, but not limited to, any relating to financial condition, results of operations, assets or liabiliti... | Label: Warranties |
ecc118a3-8a9c-44cc-a191-5a114a7312a8 | Clause:
At the Closing, the Company shall reimburse Buyer for expenses incurred by them in connection with the negotiation, preparation, execution, delivery and performance of this Agreement and the other agreements to be executed in connection herewith (“Documents”), including, without limitation, reasonable attorneys... | Label: Expenses |
1771ab7f-89cf-4be9-8f96-4a2371882e23 | Clause:
Effective as of no later than the Effective Time and except as otherwise agreed by the Parties, (a) the applicable member of the Parent Group shall have taken such actions as are necessary to ensure that each individual who is intended to be an employee of the Varex Group as of immediately after the Effective T... | Label: Assignments |
913b1ac9-c96d-498b-a83e-ed10054d324c | Clause:
Neither party may assign this Agreement without the prior written authorization of the other.
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, Authorizatio... | Label: Assignments |
aad4b68e-fae9-4990-9b95-4f283e9976b8 | Clause:
The Borrower has no Existing Principal Subsidiaries on the Effective Date, except those Existing Principal Subsidiaries which are identified in Item 5.10 of the Disclosure Schedule. All Existing Principal Subsidiaries are direct or indirect wholly-owned Subsidiaries of the Borrower, except to the extent any su... | Label: Subsidiaries |
b6decdb3-9eec-4eda-8a57-ab97ce7efae1 | Clause:
Borrowers and each other Loan Party shall be in compliance in all material respects with all the terms and provisions set forth herein and in each other Loan Document on its part to be observed or performed, and, at the time of and immediately after giving effect to such Credit Extension and the application of ... | Label: No Defaults |
cff3642f-3e75-459d-a4cd-728325340f85 | Clause:
Neither the execution of this Agreement, nor the issuance, offering or sale of the Placement Shares, nor the consummation of any of the transactions contemplated herein and therein, nor the compliance by the Company with the terms and provisions hereof and thereof will conflict with, or will result in a breach ... | Label: No Conflicts |
3d367002-45f9-4b48-877b-bb78b8dcbf77 | Clause:
Seller’s representations and warranties set forth herein shall be true and correct as of the Closing.
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: Warranties |
67867df5-61e7-4159-b340-3ec026c84aef | Clause:
Except as set forth on Schedule 3(p) and other than the grant or exercise of stock options or any other equity securities offered pursuant to duly adopted stock or incentive compensation plans as disclosed on Schedule 3(c) or in the first sentence of Section 3(c), none of the officers, directors or employees of... | Label: Transactions With Affiliates |
fb99d45d-bb1f-4159-888e-2427fc640dea | Clause:
The Borrower represents and warrants as of the Effective Date that the Borrower is not and will not be using “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section 3(42) of ERISA) of one or more Benefit Plans in connection with the Loans, the Letters of Credit or the Commitments.
Task... | Label: Erisa |
c0410536-7afe-468b-b8ec-41c8db33fd7c | Clause:
This Agreement, including all Attachments, is the entire Agreement between the parties regarding the subject matter hereof, and supersedes all other and prior agreements, whether oral or written.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-C... | Label: Entire Agreements |
ddf01b5c-8ec7-4ced-aa21-7329072008ae | Clause:
This Agreement shall be enforceable by Company, and its successors and assigns. The obligations of Employee hereunder may not be assigned or delegated by Employee. This Agreement shall be binding against Employee and Employee’s heirs, beneficiaries and legal representatives.
Task: Classify this clause into ONE... | Label: Benefits |
b5ee9502-35c4-47f6-a505-aa6f5e553e1e | Clause:
This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the Parties and delivered to the other Parties. Facsimile execution and delivery of this Agreement is lega... | Label: Counterparts |
e3e7495c-d11f-47d1-984c-b586319bc5ee | Clause:
Notwithstanding the obligations set forth in this Section 5 , but subject to the other obligations set forth in this Letter Agreement, Parent and Merger Subs shall make all determinations with respect to any term or condition in connection with obtaining the FCC Approval, the FERC Approval and the PUCT Approval... | Label: Terms |
ad617742-a6fa-476f-9153-dbf458fb2028 | Clause:
Company represents and warrants to Investor that as of the Effective Date: (i) Company is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation and has the requisite corporate power to own its properties and to carry on its business as now being conduct... | Label: Warranties |
ed178e6c-876a-43c2-abbf-fe05efce0aec | Clause:
If any term or provision of this Agreement is for any reason held by a proper authority to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability will not affect any other term or provision hereof, and each such invalid, illegal or unenforceable term or provision wi... | Label: Severability |
56ff8c86-b9a3-45e6-8fc1-15fba7bf11a3 | Clause:
This Loan Agreement shall be construed in accordance with the laws of the State of Texas, without regard to any rule of conflicts of law that would result in the application of the substantive law of any jurisdiction other than the State of Texas.
Task: Classify this clause into ONE of these types (exactly one... | Label: Governing Laws |
084789b3-5dc5-49dd-b41b-ad12e1e9e9a4 | Clause:
For purposes of this Agreement, the following terms shall have the following meanings. All capitalized terms used but not defined herein shall have the meanings assigned to them in the Separation Agreement unless otherwise indicated.
Task: Classify this clause into ONE of these types (exactly one label):
Adjus... | Label: Definitions |
416560d4-c14e-4bc2-ab3f-b0ddef1d9706 | Clause:
This Agreement will be interpreted, enforced and governed by and under the laws of the State of Ohio, excluding conflict of law provisions. Consultant consents to the jurisdiction of the State of Ohio for interpretation of this Agreement or any dispute arising from the Agreement.
Task: Classify this clause int... | Label: Applicable Laws |
4930bf15-ff75-4bc7-a808-3cd0533f6935 | Clause:
The terms and provisions of this Agreement are to apply to and bind the permitted successors and assigns of the parties hereto, including the Liquidating Trusts as designated recipients of the closing consideration, in the case of the Contributors. Neither the Partnership nor the Contributors may assign its rig... | Label: Assignments |
ded07bc3-17c8-4e5a-a552-00dd0e2c13ae | Clause:
This Agreement shall be governed by and construed in accordance with the internal laws of the State of Florida 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 laws of any jurisdictions other... | Label: Governing Laws |
aa6c5cfe-08c2-4712-83fa-a97769dfd943 | Clause:
The obligation of confidentiality under this Section 33 shall survive the termination of this Agreement for a period of two (2) years.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Ass... | Label: Survival |
4f108575-6b3f-4a25-90fb-ae12b76042ae | Clause:
CDC will notify promptly Company if it becomes aware of a Claim (actual or potential) by any third party (a “ Third Party Claim ”) for which indemnification may be sought by CDC and will give such information with respect thereto as Company shall reasonably request. If any proceeding (including any governmental... | Label: Notices |
e4ecb750-8adb-4e0a-883a-dab2da7988dc | Clause:
You will be entitled to paid vacation of not less than four (4) weeks per year in accordance with the Company’s vacation policy in effect from time to time. Your vacation will be planned consistent with your duties and obligations as Chief Financial Officer.
Task: Classify this clause into ONE of these types (... | Label: Vacations |
1b0222fc-5b20-47dc-9ed4-ad4a6d754d1a | Clause:
Shareholder represents and warrants that Shareholder: (i) is the record and beneficial owner of and has the right to vote the Shares set forth opposite Shareholder’s name on Exhibit A hereto, which at the date hereof are free and clear of any liens; (ii) has the power and authority to make, enter into and carry... | Label: Authority |
7ad41dc9-ee7a-4526-ac78-68a3af07bc13 | Clause:
No consent, approval, authorization or order of, registration or filing with, or notice to any Governmental Authority or court is required under Applicable Law in connection with the execution, delivery and performance by the Seller or the Guarantor of this Agreement, any Transaction Notice and the Program Agre... | Label: Approvals |
c1092c95-03cf-4798-99e6-67848a00c3d3 | Clause:
Subject to the terms and conditions set forth herein, and any other terms and conditions which the applicable Issuing Bank may reasonably require, the Borrower Representative may request the issuance of Letters of Credit for its own account or, so long as the U.S. Borrower is a joint and several co-applicant wi... | Label: General |
a6c2bf49-0c36-4049-aaa5-b7b716ce8034 | Clause:
Any federal, state or local taxes arising by virtue of this Grant and assessed against or based on the value of the Shares awarded to Holder shall be the sole responsibility of Holder; provided that the Company shall have the right to withhold any amounts required to be so withheld for federal, state or local i... | Label: Taxes |
eb0c3a11-c14a-4d6a-9ad1-e2e1723ab4ef | Clause:
Coles agrees that all Confidential Information and all Deliverables made by Coles, either alone or with others, and in any way related to the Services or to other tasks assigned to or performed by Coles during the course of his relationship with the Company, whether or not conceived, developed, reduced to pract... | Label: Assignments |
8dfa310d-0411-4068-ba58-550d57ff154e | Clause:
Employee may receive Incentive Payments so long as Employee chooses not to engage (whether as an owner, employee, agent, consultant, or in any other capacity) in any business or venture that competes with the business of the Company or any of its affiliates. If Employee chooses to engage in such activities, the... | Label: Terms |
0a5c0720-83df-420f-8860-a5e3e595c1f7 | Clause:
The Agreement will become effective upon the Effective Date and will terminate automatically upon the completion of all payments (if any) under the terms of this Agreement. However, in the event that a Change in Control has not occurred by the date that is three (3) years following the Effective Date, this Agre... | Label: Terms |
2887ec65-8dea-474a-a771-787006691240 | Clause:
The Employee agrees that he shall not make nor cause to be made any negative, adverse or derogatory comments or communications that could constitute disparagement of any member of the Company Group or their respective officers or directors, or that may be considered to be derogatory or detrimental to the good n... | Label: Non-Disparagement |
489a8b59-809e-4f23-8a82-53ad1d33fc0b | Clause:
This Fourth Amendment is a Loan Document. This Fourth Amendment may be executed by the parties hereto in any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Fou... | Label: Counterparts |
27d31288-3db9-4cfd-b272-e26c552dc66c | Clause:
We will invoice you monthly. You will pay us within 30 days of receipt of invoices.
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 S... | Label: Payments |
12acbe91-5055-483f-aeae-76f7bf5c3dfc | Clause:
Each Borrower does hereby release, remise, acquit and forever discharge Lender and Lender’s employees, agents, representatives, consultants, attorneys, fiduciaries, servants, officers, directors, partners, predecessors, successors and assigns, subsidiary corporations, parent corporation, and related corporate d... | Label: Releases |
187139c6-0ae7-4b5c-b65f-41d6f6d85d90 | 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 Closing has not been consummated on or before January 31, 2017; p... | Label: Terminations |
7fe735c7-0002-4912-bd8a-8e37f2d9bf0d | Clause:
The rules of interpretation set forth in Section 1.03 of the Term Loan Agreement shall be applicable to this Amendment and are incorporated herein by this reference.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Law... | Label: Interpretations |
0c4f9c14-a73f-46e2-ad3a-61dd8ddbf3a7 | Clause:
Parent has full corporate power and authority to execute and deliver this Agreement. The execution and delivery of this Agreement have been duly and validly approved by the Board of Directors of Parent and no other corporate proceedings on the part of Parent are necessary to approve this Agreement. This Agree... | Label: Authority |
61fb1524-997b-441a-9332-281f6001f123 | Clause:
In the event that any court of competent jurisdiction shall finally determine that any provision, or any portion thereof, contained in this Agreement shall be void or unenforceable in any respect, then such provision shall be deemed limited to the extent that such court determines it enforceable and, as so limi... | Label: Severability |
f95bd1fc-0402-4be6-af5c-454ee7c8c198 | Clause:
All Liens granted to Agent under the Loan Documents by (a) the U.S. Domiciled Obligors are for the benefit of the Secured Parties and (b) the Canadian Domiciled Obligors are for the benefit of the Canadian Facility Secured Parties. Promptly upon request, Obligors shall deliver such instruments and agreements, ... | Label: Further Assurances |
249750cf-df59-4c4d-9e15-0cc6d6b4320f | Clause:
During the Term, the Company shall pay the Executive a base salary (“ Base Salary ”) in an amount established and approved by the Compensation and Personnel Committee of the Board (“ Compensation Committee ”); provided, however, that such Base Salary shall be established at a rate of not less than $600,000.00 p... | Label: Base Salary |
7a57ca2d-fef5-4c37-bba6-3c35b7058982 | Clause:
The respective agreements, representations, warranties, indemnities and other statements of the Company or its officers and of the Initial Purchasers set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of the Initial Purchase... | Label: Representations |
735d822a-aa24-4bc5-b20b-4233169a4b30 | Clause:
During the time period from the Effective Date to the Closing or earlier termination of this Agreement, Seller shall promptly deliver to Buyer any and all notices and/or other written communications delivered to or received from: (i) any party under any of the Contracts; and/or (ii) any governmental authority. ... | Label: Notices |
0074a1ba-1b35-4410-9917-82d04b60c814 | Clause:
The provisions of this Agreement shall be deemed severable, and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. It is understood and agreed that no failure or delay by Company or Employee in exercising any right, power or privil... | Label: Enforcements |
c4146168-bd99-4e52-9997-9af74ebf5a79 | Clause:
This Lease shall extend to and bind the respective heirs, personal representatives, successors, and permitted assigns of the parties.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assig... | Label: Binding Effects |
c443485a-8f87-42a4-951c-36c3d25433bd | Clause:
Any unvested Restricted Stock Unit subject to this Award shall be forfeited upon the termination of Grantee's continuous employment by the Corporation, including Subsidiaries, prior to a Vesting Date, except to the extent otherwise provided in Section 2. Any Dividend Equivalent subject to this Award shall expir... | Label: Forfeitures |
bcdee930-a51c-4cfd-bead-0779a719cf1f | Clause:
Borrower represents, warrants and covenants that (a) there are no offsets, counterclaims or defenses against the Aggregate Debt, this Agreement, the Loan Agreement, the Mortgage or the Replacement Notes arising solely by reason of entering into this Agreement, and (b) Borrower has the full power, authority and ... | Label: Warranties |
badc7c8e-ef94-40d6-bf41-519503ba911f | Clause:
There shall not exist any material order, decree, judgment, ruling or injunction or any material pending or threatened action, suit, investigation or proceeding against the Borrower or any of its Subsidiaries except as disclosed in the Borrower’s Annual Report on Form 10-K for the Fiscal Year ended December 31,... | Label: Litigations |
091a2ba1-f39e-427c-8fc5-364e17458b07 | Clause:
Each of the rights and remedies enumerated in Section 6(e) shall be independent of the others and shall be in addition to and not in lieu of any other rights and remedies available to the Company at law or in equity. The Employee hereby acknowledges and agrees that the covenants provided for pursuant to Section... | Label: Severability |
f040931b-f091-45c7-b889-df86e4dad02a | Clause:
This Agreement shall inure to the benefit of and be binding upon the successors of the respective Placement Agent and of the Company (including any party that acquires the Company or all or substantially all of its assets or merges with the Company). Nothing expressed or mentioned in this Agreement is intended ... | Label: Successors |
3d45dec2-b76e-4e7f-84d3-389a7692c3f7 | Clause:
Each Loan Party shall keep accurate and complete records of its Inventory, including costs and daily withdrawals and additions, and shall submit to Agent inventory and reconciliation reports (which reports shall set forth the Inventory information by location) in form reasonably satisfactory to Agent in accorda... | Label: Records |
5c41ca60-ac10-4cd2-9882-75dab0bdab12 | Clause:
The agreements in this Section shall survive the resignation of the Agents and the Arrangers, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations and Secured Hedging Obligations. The reimbursement, indemnity and co... | Label: Survival |
da2012f7-e7d5-48e7-9bbe-075ab513ce72 | Clause:
The Company will assess its requirements regarding federal, state and local income taxes, FICA taxes, and other applicable taxes in connection with the Option. These requirements may change from time to time as laws or interpretations change. The Company’s obligation to issue shares of Stock upon exercise of an... | Label: Tax Withholdings |
1b0eb796-8730-49d8-aa5f-774d31bade88 | Clause:
This Agreement is binding upon and shall inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors and assigns; provided, however, that Employee shall not be entitled to assign his interest in this Agreement (except for an assignment by operation of law to his e... | Label: Binding Effects |
2a63a212-67fa-4715-91da-408e19358b57 | Clause:
This Agreement constitutes the entire agreement by and between the parties pertaining to the subject matter hereof and supersedes all prior and contemporaneous understandings of the parties.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corrup... | Label: Entire Agreements |
d85bfb61-e605-4b33-8198-b55131f577ca | Clause:
During the Employment Term, the Company will reimburse Executive for reasonable travel, entertainment, and other expenses incurred by Executive in the furtherance of the performance of Executive’s duties hereunder, in accordance with the Company’s expense reimbursement policy as in effect from time to time, sub... | Label: Expenses |
e1a59077-f889-40d8-bab8-80d61d1fcdbf | Clause:
Employee’s employment with XOMA in the position of Chief Financial Officer shall commence on the Agreement Effective Date. Employee’s employment with XOMA will be governed by the terms set forth in this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements,... | Label: Employment |
327010db-1e56-4eb2-b9b0-1bc4cd8b3ae7 | Clause:
At any time, either the Company or the Stockholder (on behalf of itself and any Stockholder Affiliate) may, to the extent permitted by applicable Law, (a) extend the time for the performance of any obligation or other act of the other Party, (b) waive any breach or inaccuracy in the representations and warrant... | Label: Waivers |
efe0a816-bfaa-474c-a7af-c4045e9ed909 | Clause:
The representations and warranties of the Seller and Guarantor contained in this Agreement shall be true and correct in all material respects (other than those which are qualified as to materiality, Material Adverse Effect or other similar term, which shall be true and correct in all respects) on and as of the ... | Label: Representations |
dae6bcd7-13ff-4035-96e6-de4d88145c92 | Clause:
The Company confirms that neither it nor any of its officers or directors nor any other Person acting on its or their behalf has provided, and it has not authorized the Placement Agent to provide, any Purchaser or its respective agents or counsel with any information that it believes constitutes or could reason... | Label: Disclosures |
df0da5d0-99e5-4800-9f9f-f13a16d97b2c | Clause:
Upon satisfaction of the conditions set forth in Sections 2.06(a) and (b) , Administrative Agent shall record such substitution or payment in the Register, whereupon (i) in the case of any payment in full of an Affected Lender, such Affected Lender’s Commitments shall be terminated and (ii) in the case of any ... | Label: Effectiveness |
c2cbe4d7-4c75-4735-bd08-e442ae150526 | Clause:
This Agreement (including the recitals and exhibits) shall supersede and replace all prior agreements or understandings relating to the subject matter hereof, and no agreements, representations or understandings (whether oral or written or whether express or implied) that are not expressly set forth in this Agr... | Label: Entire Agreements |
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