id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
cd0e4edc-cce5-4fdb-89c4-ce9c80da20e9 | Clause:
The Parties hereby submit to, and waive any venue objections against, the sole and exclusive jurisdiction of the state and federal courts located in Orange County in the State of California.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corrup... | Label: Jurisdictions |
14169bce-b38d-48dc-b122-d11811a38a79 | Clause:
This Agreement and the legal relations between the parties hereto shall be governed by and construed and enforced in accordance with the Laws of the State of California, without regard to its principles of conflicts of law.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Ag... | Label: Governing Laws |
5657dc0d-7afb-4230-9f5c-48a6cb2664d9 | Clause:
This Amendment shall in all respects be governed by, and construed in accordance with, the laws of the State of New York applicable to contracts executed and to be performed entirely within such State and shall be further subject to the provisions of § 19 and § 23 of the Credit Agreement.
Task: Classify this c... | Label: Governing Laws |
7191b0ed-41d2-48e2-ae72-f5d4622693f9 | Clause:
The Executive and the Company agree that damages for breach of any of the covenants under Sections 7 and 8 will be difficult to determine and inadequate to remedy the harm which may be caused thereby, and therefore consent that these covenants may be enforced by temporary or permanent injunction without the nec... | Label: Remedies |
98bee325-2bfb-4c5d-936b-e6289da78270 | Clause:
All disclosure furnished by or on behalf of the Company to the Purchaser regarding the Company, its business and the transactions contemplated hereby, including the Disclosure Schedules to this Agreement, is true and correct in all material respects and does not contain any untrue statement of a material fact o... | Label: Disclosures |
631f43f5-0bcb-4d77-8196-1f42c6bada06 | Clause:
During the Employment Period, Executive shall be eligible to participate in all retirement, compensation and Executive benefit plans, practices, policies and programs provided by the Company to other Executives of the Company (except severance plans, policies, practices, or programs) subject to the eligibility ... | Label: Benefits |
422abbe3-1346-48f5-8a40-6133431101b6 | Clause:
This Amendment shall be a contract made under and governed by the internal laws of the State of New York. The choice of law and venue and jury trial waiver provisions set forth in Section 12 of the Credit Agreement are incorporated herein by reference and shall apply in all respects to this Amendment.
Task: Cl... | Label: Governing Laws |
d07616cf-5cea-427c-b4ac-29014c77a788 | Clause:
Neither the execution, delivery or performance of this Agreement nor the consummation by such Member (or any of its Affiliates) of the transactions contemplated hereby (i) does or will conflict with, violate or result in a breach of (or has conflicted with, violated or resulted in a breach of) any of the terms,... | Label: No Defaults |
a101cba0-65f7-4d3d-b8f6-563acf9de934 | Clause:
In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein, to the fullest extent permitted by applicable law, shall not in any way ... | Label: Severability |
e118a1b1-6c57-436a-86bc-b279911872ad | Clause:
All documents, records, data, apparatus, equipment and other physical property, whether or not pertaining to Confidential Information, that are furnished to the Employee by the Employer or its Affiliates or are produced by the Employee in connection with the Employee’s employment will be and remain the sole pro... | Label: Records |
9ab22164-e55b-4d55-a461-708f8d392ba3 | 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 and its Affiliates’ respective partners, directors, officers, employees, agents, trustees, advisors and represe... | Label: Confidentiality |
f43c7a07-fedd-471d-84f9-7f8e0682691c | Clause:
Except as otherwise set forth in Section 5.6 hereof, any dispute or controversy between the Company and the Executive, whether arising out of or relating to this Agreement, the breach of this Agreement, or otherwise, shall be settled by arbitration in Hamilton, Bermuda under the provisions of the Bermuda Intern... | Label: Arbitration |
db61d3fe-783a-46f0-8bff-2d1ce7010100 | 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 $3,000,000 in ... | Label: Closings |
69869e6e-3ab9-4613-b1e2-778aa4988e5b | Clause:
The provisions of Section 5.1(l) of the Loan Agreement are hereby incorporated by reference into this Deed of Trust to the same extent and with the same force as if fully set forth herein.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corrupti... | Label: Insurances |
76634710-4375-4a26-b96c-7c3524813459 | Clause:
Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural Person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person), the Borrower or ... | Label: Participations |
748acf7d-c918-4858-8633-f8eaa1290f92 | Clause:
Where any right, determination or other decision of Licensor (or its Designee) is granted, required, authorized or otherwise permitted under this Exhibit D , Licensor (or its Designee) shall have the right to exercise such right, make such determination or decide such matter in its sole and absolute discretion.... | Label: Interpretations |
5c2776da-8791-4fc4-b614-77c4d5ae7525 | Clause:
On the Closing Restatement Effective Date, (i) after giving effect to the consummation of the Transactions and any rights of contribution, the Loan Parties, taken as a whole, are and shall be Solvent and (ii) the Administrative Agent shall have received the Solvency Certificate from the chief financial officer ... | Label: Solvency |
7cbda3f6-4d30-4521-9004-fedc7d7d4a4a | Clause:
Executive shall be entitled to participate in benefits under the Company’s benefit plans and arrangements, including, without limitation, any employee benefit plan or arrangement made available in the future by the Company to its senior executives, subject to and on a basis consistent with the terms, conditions... | Label: Benefits |
fce8b952-3459-49ed-adbf-1476e57149fd | Clause:
The Purchaser has the requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Agreement to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance... | Label: Authorizations |
f7c18ce1-1202-47fb-a934-41fecadb5053 | Clause:
This Agreement may be executed in any number of counterparts by original, facsimile or email signature. All executed counterparts shall constitute one Agreement not withstanding that all signatories are not signatories to the original or the same counterpart. Facsimile and scanned signatures are considered orig... | Label: Counterparts |
6dad3746-c91f-4f31-ab72-bfaa5af3bb6b | Clause:
Employer shall pay or reimburse Executive for reasonable and necessary expenses directly incurred by Executive in the course of Executive’s employment by Employer in accordance with Employer’s standard policies and practices as in effect from time to time. All reimbursements under this Section 1(b)(iv) shall be... | Label: Expenses |
dd29dca5-3a39-4968-8298-5a51ea679ea3 | Clause:
Unless this Agreement is terminated under Section 8, the representations and warranties of the Company and the Buyers contained in Sections 2 and 3, and the agreements and covenants set forth in Sections 4, 5 and 9 shall survive the Closing. Each Buyer shall be responsible only for its own representations, warr... | Label: Survival |
ec60ccf4-f0da-4043-9bb0-723c27b52b1c | Clause:
Notices under this Note must be in writing and must be mailed by United States mail, certified mail with return receipt requested, duly addressed, with postage prepaid, to the party involved at its respective address set forth herein or at such other address as each party may provide by notice to the other from... | Label: Notices |
b6f1f9ee-2025-477b-9dfa-da44717a3186 | Clause:
This Guaranty hereby replaces in its entirety, that certain Amendment and Restatement of Continuing Agreement of Guaranty and Suretyship dated as of December 19, 2013, given by the Guarantors in favor of the Administrative Agent (as thereafter amended, supplemented or modified from time to time, the “ Amended a... | Label: Amendments |
f9cf2413-dee1-40f6-a8c6-ae067132637a | Clause:
This Agreement and any claim, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Agreement and the transactions contemplated hereby and thereby shall be governed by, and construed in accordance with, the laws of the United States and... | Label: Governing Laws |
29acf59c-ba4e-4fac-9491-2ede51c9fc8d | Clause:
Executive agrees that Executive will, at any future time, be available upon reasonable notice from the Company, with or without a subpoena, to be interviewed, review documents or things, give depositions, testify, or engage in other reasonable activities, with respect to matters and/or disputes concerning which... | Label: Litigations |
4e2335db-9625-47dc-9c31-c8ab8a32cb93 | Clause:
All expenses and liabilities incurred by the Committee in the administration and interpretation of the Plan or any Award Agreement shall be borne by the Company. The Committee may employ attorneys, consultants, accountants, or other persons in connection with the administration and interpretation of the Plan, ... | Label: Expenses |
5142e667-8f3f-409c-92ba-733779e3a2b5 | Clause:
The Borrower will not, and will not permit any of its Restricted Subsidiaries to, enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of Property or the rendering of any service, with any Affiliate (other than the Wholly-Owned Subsidiary Guarantors), unless such tran... | Label: Transactions With Affiliates |
b8ba15a0-f356-4eec-8093-2acc6a47d190 | Clause:
This Agreement shall be effective as of January 8, 2016, and shall continue in full force and effect until such time as all of Borrower's Loans in favor of Lender have been paid in full, including principal, interest, costs, expenses, attorneys' fees, and other fees and charges, or until such time as the partie... | Label: Terms |
53d408a8-fcb4-4a76-9a21-b392e5b8977a | Clause:
All negotiations relative to this Agreement and the transactions contemplated hereby have been carried out by Purchaser directly with Seller without the intervention of any Person on behalf of Purchaser in such manner as to give rise to any valid claim by any Person for a finder’s fee, brokerage commission or s... | Label: Brokers |
e677aa47-c490-4c26-b2d0-a4ebf8921bd7 | Clause:
Use the proceeds of the Revolving Facility Loans and the Swingline Loans and request issuance of Letters of Credit for general corporate purposes.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbit... | Label: Use Of Proceeds |
e9d52b03-ebd1-4b8c-99a0-4226c2d01f79 | Clause:
The Holder represents that, during the Initial Period and the Valuation Period, neither it nor any of its partners, directors, officers, representatives, managed accounts and Affiliates will purchase or sell any shares of Common Stock or enter into or engage in any short sale or purchase, sale or grant of any o... | Label: Sales |
6fa99c44-1c97-4e1d-bf3a-d04ceaffe899 | Clause:
The Plan does not constitute a contract of employment, and selection as a Participant will not give any employee the right to be retained in the employ of the Company or any Subsidiary. The Plan does not constitute or serve as evidence of an agreement or understanding, express or implied, that the Company will... | Label: Employment |
492be0bf-5210-436c-8239-c58847a3baa2 | Clause:
Such Credit Party will comply (and the Borrower will cause each of its Material Subsidiaries to comply) with all laws, rules, regulations and orders, and all applicable restrictions imposed by all Governmental Authorities, applicable to it and its property if noncompliance with any such law, rule, regulation, o... | Label: Compliance With Laws |
04bfe3fd-4fe7-4260-8dad-5ec7f33113dd | Clause:
Each Grantor (other than Parent) agrees that, should it after the Closing Date acquire, or become the exclusive licensee of, or file an application for the registration of any Registered Intellectual Property included in the Collateral (the “ After-Acquired Intellectual Property ”), (i) the provisions of Sectio... | Label: Intellectual Property |
31c85bce-1f2f-4366-b1fc-96ab45d2caa0 | Clause:
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Any party may execute this Agreement by facsimile or .pdf signature and the other party shall be entitled to rely on such facsimile or .... | Label: Counterparts |
4737ed49-7d33-4f30-83e9-465cf73e02df | Clause:
This Agreement has been executed and delivered in, and shall be interpreted, construed, and enforced under the laws of, the State of Texas, without giving effect to its conflicts of law principles. Consultant knowingly and intentionally consents to jurisdiction in Dallas County, Texas. With respect to any dis... | Label: Waiver Of Jury Trials |
9e8fd5b8-99fe-40c1-a9f1-bc7b99fdcc70 | Clause:
Seller [REDACTED] understands and agrees that the restrictions contained in Sections 13 and 14 of this Agreement may limit his ability to engage in certain businesses within the restricted area during the period provided for herein, but acknowledges that he will receive sufficiently high remuneration and certai... | Label: Remedies |
31e4ff5e-2eeb-4ece-990a-e20791fe6ed0 | Clause:
The Plan and this Agreement (including all exhibits and appendices hereto) constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof. Nonetheless, the Company reserves the right t... | Label: Entire Agreements |
42283881-8db9-41cf-af42-3123e4e05418 | Clause:
Capitalized terms used herein but not otherwise defined in this Amendment shall have the meanings provided to such terms in the Loan Agreement (including as amended by this Amendment).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption L... | Label: Defined Terms |
d9eb0986-2710-49ed-9846-3b96f1d9c42e | Clause:
(a) Each party to this Agreement hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceed... | Label: Jurisdictions |
81709955-7e98-4aad-a18a-841a99e6b5fe | Clause:
Business Associate agrees to make its internal practices, books, and records relating to the use and disclosure of Protected Health Information received from, or created or received by Business Associate on behalf of, Covered Entity available to the Covered Entity, or to the Secretary, in a time and manner desi... | Label: Records |
60ba4e15-2ebd-487c-a95f-db3837167170 | Clause:
The Plan and this Agreement constitutes the entire agreement with respect to the subject matter thereof and hereof, provided that in the event of any inconsistency between the Plan and this Agreement, the terms and conditions of the Plan shall control.
Task: Classify this clause into ONE of these types (exactl... | Label: Entire Agreements |
34fef101-a782-4cc7-9652-7d6065bf14af | Clause:
The target amount of Performance-Based Shares under this Award is ______________ (_____________) Performance-Based Shares (the “ Target Performance-Based Shares ”). Provided that (y) the Company’s three-year average ROIC for the Measurement Period equals or exceeds the threshold percentage as shown on the table... | Label: Vesting |
3c725aeb-eaf7-4774-bada-dd91024c9467 | Clause:
Except as expressly amended by this Amendment, the Purchase Agreement shall remain in full force and effect and is otherwise unchanged. The Purchase Agreement shall, together with the amendments thereto set forth in this Amendment, be read as a single document. This Amendment may be executed in two or more coun... | Label: Miscellaneous |
7eeed3bc-4d4e-4a07-877e-57207c6e6130 | Clause:
The Company shall indemnify and hold harmless the Holder of the Registrable Securities to be sold pursuant to any Registration Statement filed hereunder, and each of such Holder's officers, directors, employees, agents, partners, legal counsel and accountants, and each person, if any, who controls each of the f... | Label: Indemnifications |
3ccec9b8-e2c0-44c5-9602-6ace31a0eaa8 | Clause:
Unless specifically provided or stated herein, this Agreement contains all of the understandings and representations between the Executive and the Company pertaining to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written... | Label: Entire Agreements |
2e926bfa-abc4-4d9b-a166-578ff567aedc | Clause:
This Agreement (including the exhibits and schedules hereto) and the other agreements to be delivered in connection with the Transactions represent the entire agreement between the parties hereto and supersedes all other prior agreements, understandings, negotiations, oral or written, between the parties ... | Label: Entire Agreements |
007c4eae-6708-4a1e-85e8-99ed7813c70d | Clause:
EACH BORROWER AND EACH OTHER CREDIT PARTY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK CITY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF SUCH STATE, AND ANY APPELLATE COURT FR... | Label: Submission To Jurisdiction |
8fdc8320-1ef7-4c7c-988f-92036411b025 | Clause:
To induce Administrative Agent and the Lenders to execute and deliver this Agreement, Borrower represents and warrants that (a) Borrower is the lawful owner of good and indefeasible title to the Property; (b) the Loan Documents to which Borrower is a party and this Agreement constitute the legal, valid and bin... | Label: Representations |
c2bb8624-329e-41c1-8fe9-f044e3279c52 | Clause:
The General Partner may, at any time and from time to time, determine that the Partnership requires additional funds (“ Additional Funds ”) for the acquisition or development of additional Properties, for the redemption of Partnership Units or for such other purposes as the General Partner may determine in its ... | Label: General |
ef0c3c85-4c9d-4d62-ae15-1ddcb1b1ca37 | Clause:
The Guarantor agrees that, as between the Guarantor and the Secured Parties, the obligations of the Issuer under the Note Agreement may be declared to be forthwith due and payable as provided in Paragraph 7A of the Note Agreement (and shall be deemed to have become automatically due and payable in the circumsta... | Label: Remedies |
b5cd0c2c-bdab-4b05-a093-77c53b371302 | Clause:
To request the issuance of a Letter of Credit or the amendment, renewal or extension of an outstanding Letter of Credit (other than an automatic renewal permitted pursuant to paragraph (c) of this Section), the applicable Borrower shall hand deliver or fax (or transmit by electronic communication of a “pdf” or ... | Label: Amendments |
3582c74a-e231-481d-b3ff-fa32e0e00f5a | Clause:
Notwithstanding anything in any Loan Document to the contrary, for purposes of this Exhibit O, each notice or other communication required to be delivered or otherwise provided to the Administrative Agent (or its delegate) shall be deemed to have been given upon the Administrative Agent’s (or its delegate’s) ac... | Label: Notices |
e886572d-28ac-4c48-8321-b69da6a9ec6d | Clause:
This Agreement cannot be changed, modified, extended or terminated except upon written amendment executed by the Executive and the Company.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration,... | Label: Amendments |
3e323187-977f-4c6e-b093-867703088f38 | Clause:
The Executive agrees to cooperate, at the request and expense of the Company, in the prosecution and/or defense of any claim or litigation in which the Company or any affiliate is involved on the Termination Date or thereafter that includes subject matter as to which the Executive has knowledge and/or expertise... | Label: Cooperation |
53d48ec1-1739-403b-b1af-5e8cc993d199 | Clause:
This Agreement shall be governed by and construed in accordance with the substantive laws of the State of New York, without regard to the conflicts of law principles of such State.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws,... | Label: Governing Laws |
e24359e4-3264-4116-8e9b-33df168f1e22 | Clause:
No failure or delay on the part of any Party in exercising any power or right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise t... | Label: Waivers |
40d83cc1-90ed-4b09-bbd2-aac34841162b | Clause:
Unless specifically provided in this Agreement, all approvals or consents which are required hereunder shall not be unreasonably withheld or delayed.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Ar... | Label: Approvals |
ef4537b6-f20a-4483-a610-97b16c45b409 | Clause:
The Executive’s failure to insist upon strict compliance with any provision hereof shall not be deemed to be a waiver of such provision or any other provision thereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable L... | Label: Waivers |
761cd2b7-2382-4e6f-b4ec-16ef380bb04c | Clause:
Any notice required or contemplated by this Warrant shall be deemed to have been duly given if transmitted by registered or certified mail, return receipt requested, or nationally recognized overnight delivery service, to the Company at its principal executive offices, or to the Holder at the name and address s... | Label: Notices |
9029a252-c046-4437-a492-4cd8f99c02fd | Clause:
This Agreement may be signed in any number of counterparts, each of which shall be an original for all purposes, but all of which taken together shall constitute only one agreement. This Agreement shall become binding when one or more counterparts hereof, individually or taken together, shall bear the signatur... | Label: Counterparts |
f3768070-07c3-465a-91a8-5f6bba291834 | Clause:
Subtenant and Sublandlord further covenant to indemnify, hold harmless and waive rights of recovery against the other to the same extent that Sublandlord and Master Landlord agreed to under Section 10.1 of the Master Lease.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Ag... | Label: Indemnity |
aa70ce06-c54c-47cb-abe0-8f6c652e1c06 | Clause:
The agreements in this Section shall survive the resignation of the Administrative Agent, the Issuing Lender and the Swing Line Lender, the replacement of any Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.
Task: Classify this clause into ONE of... | Label: Survival |
cfc53892-a8ce-4cbf-8eab-459e4ee9695d | Clause:
Executive will receive paid vacation of 3 weeks per fiscal year. Beginning with 2016, any unused vacation for a given calendar year shall accrue, and the aggregate value of any unused accrued vacation shall be paid to Executive upon the termination of Executive’s employment with the Company, provided that Execu... | Label: Vacations |
7574cd2d-dd5f-44a2-a4cc-00aa7e8bc8ef | Clause:
Each of the Lenders hereby irrevocably appoints Citibank to act on its behalf as the Agent hereunder and under the other Loan Documents and authorizes the Agent to take such actions on its behalf and to exercise such powers as are delegated to the Agent by the terms hereof or thereof, together with such actions... | Label: Authority |
91064525-506b-477d-858a-8fe94aee2737 | Clause:
PhotoMedex acknowledges that GlobalMed’s success after the Closing Date depends upon the continued preservation of the confidentiality of certain information possessed by PhotoMedex and that the preservation of the confidentiality of such information is an essential premise of the bargain between the parties. A... | Label: Confidentiality |
61ebaa89-c57d-4fbb-958c-e2b98f79c686 | Clause:
(a) (i) The fair value of the assets of Holdings, the Borrower and the subsidiaries on a consolidated basis, at a fair valuation, will exceed the debts and liabilities, direct, subordinated, contingent or otherwise, of Holdings, the Borrower and the subsidiaries on a consolidated basis, respectively; (ii) the p... | Label: Solvency |
1f58c71f-a80b-4c2f-9040-3ae070fe4339 | Clause:
This Eleventh Amendment (including, but not limited to, the validity and enforceability hereof) shall be governed by, and construed in accordance with, the laws of the State of Texas.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption La... | Label: Governing Laws |
dffaa68d-ce63-4e25-ba8b-d720118ad506 | Clause:
Executive shall receive a base salary at the rate of six hundred twenty-five thousand dollars ($625,000) per year ( “ Base Salary ” ), less required tax withholdings, payable in accordance with the Company’s regular payroll schedule. Executive’s Base Salary shall be reviewed from time to time.
Task: Classify t... | Label: Base Salary |
ef60d7c1-d087-41af-b2fa-78e92fb0fee8 | Clause:
The Company and its Significant Subsidiaries are in compliance with all Requirements of Law applicable to them and their respective businesses, except where the failure to so comply individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect.
Task: Classify this clause i... | Label: Compliance With Laws |
24d154c7-b5cd-4d73-810b-8f9ead2b049f | Clause:
This Agreement may be terminated by the Purchaser, as to such Purchaser’s obligations hereunder, by written notice to the other parties, if the Closing has not been consummated on or before February 1, 2016; provided , however , that such termination will not affect the right of any party to sue for any breach ... | Label: Terminations |
7ffaadcb-a3ce-4a1b-a01d-08b2b007556c | Clause:
The Company shall pay Executive a Base Salary at an annualized rate of not less than $1,060,000 subject to increase, if any, as may be approved in writing by the Compensation Committee, but not to decrease from the then-current Base Salary. Base Salary shall be payable in accordance with the regular payroll pro... | Label: Base Salary |
8c9de46e-88b5-4106-8c21-ff66f66a9f68 | Clause:
Any payment to any Participant or Beneficiary in accordance with the provisions of the Plan shall, to the extent thereof, be in full satisfaction of all claims against the Company, the Committee, the Plan Administrator and the trustee of the Trust under the Plan, and the Committee may require such Participant o... | Label: Releases |
c7678de9-65d5-44dd-92b0-6864c5b7d29d | Clause:
To the fullest extent permitted by law and the Company’s articles of incorporation and bylaws, the Company hereby indemnifies Executive and holds him harmless from the Effective Date, through the Term, and after the period of Executive’s employment hereunder, from and against all loss, costs, damages, and expen... | Label: Indemnifications |
160b315d-3733-41c5-9854-c99073d8ae7a | Clause:
Company will timely file a current report on Form 8-K (“ Current Report ”) by 8:30 am Eastern time on the Trading Day after the Effective Date describing the material terms and conditions of this Agreement, a copy of which has been provided to Investor prior to the Effective Date. All information that Company h... | Label: Disclosures |
b927c5d6-8beb-41f1-a367-051307438a8b | Clause:
This Security Agreement may be executed by one or more of the parties to this Security Agreement on any number of separate counterparts (including by facsimile or other electronic transmission), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. A set of the ... | Label: Counterparts |
8119c4c5-b8a6-4484-be0b-1216eed87999 | Clause:
Each capitalized term which is defined in the Hedging Agreement, but which is not defined in this Agreement, shall have the meaning ascribed such term in the Hedging Agreement. Unless otherwise indicated, all section references in this Agreement refer to the Hedging Agreement.
Task: Classify this clause into O... | Label: Defined Terms |
2eb37f89-4f51-497c-972e-c76c4c79d0db | Clause:
This Amendment, together with the Agreement, contains the entire agreement of the parties and supersedes any prior or contemporaneous written or oral agreements between them concerning the subject matter of this Amendment.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agr... | Label: Entire Agreements |
ae062f4b-ba49-4df8-979f-eeb5d2622e1b | Clause:
The Parent will not, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ordinary course of b... | Label: Transactions With Affiliates |
d793d844-163f-4d5d-b2ea-632e0a7fecbd | Clause:
The Parent Borrower and each of its Restricted Subsidiaries owns, or has the legal right to use, all United States and foreign patents, patent applications, trademarks, trademark applications, trade names, copyrights, technology, know-how and processes necessary for each of them to conduct its business as curre... | Label: Intellectual Property |
0b1090b1-d5a5-4c0a-8cd3-dbdcf100dff4 | Clause:
The Administrative Agent (or its counsel) shall have received (i) from each of the Borrower, the other Loan Parties, the Required Lenders and the Administrative Agent either (A) a counterpart of the Amendment and Restatement Agreement signed on behalf of such party or (B) written evidence satisfactory to the Ad... | Label: Amendments |
61e2ce1a-7227-464d-bd6a-aac87083f14f | Clause:
(a) The Subsidiaries listed on Schedule 4.15 constitute all the Subsidiaries of the Borrower at the date hereof and each Material Subsidiary is indicated by an asterisk on Schedule 4.15. Schedule 4.15 sets forth as of the date hereof the name and jurisdiction of incorporation of each Subsidiary and, as to each ... | Label: Subsidiaries |
da668414-7535-447a-825a-b8ba238441fd | Clause:
The Company shall employ Executive, and Executive hereby accepts employment with the Company, upon the terms and conditions set forth in this Agreement for the period beginning on the Effective Date and automatically ending on the December 31, 2018, provided , however , that Executive may resign as an employee ... | Label: Employment |
9339dcb4-bc70-4a3b-a96f-96d8f75648e5 | Clause:
PSPC has kept all books and records since inception and such financial statements have been prepared in accordance with Generally Accepted Accounting Principles (“ GAAP ”) consistently applied throughout the periods involved. The balance sheets are true and accurate and present fairly as of their respective dat... | Label: Financial Statements |
c3fbe300-e09d-47a1-ae26-2a246cdec7b7 | Clause:
All agreements, representations and warranties contained in this Agreement or in any document delivered pursuant hereto shall be for the benefit of the respective parties hereto and shall survive the execution and delivery of this Agreement and the expiration or other termination of this Agreement.
Task: Class... | Label: Survival |
adb48bfd-281f-4d7e-bc25-20bfa07cb3aa | Clause:
The Corporation shall pay, or reimburse you for, all administrative fees and costs, and all arbitrator’s fees and expenses incurred by you in connection with any Dispute arising out of or related to this Agreement. Any reimbursements payable to you pursuant to this Section 10(iii) shall be paid to you no later ... | Label: Expenses |
413418b1-1f17-4da2-bc5f-b230084a2dd9 | Clause:
On the Closing Date, Seller and Purchaser shall each deliver to the other party hereto a duly executed bill of sale and assignment in form and substance acceptable to Purchaser in its sole discretion and evidencing the sale and assignment to Purchaser of the Purchased Receivables (the “ Bill of Sale ”).
Task: ... | Label: Assignments |
97ff3fa7-d6dc-4923-99e3-0a01c4a92fee | Clause:
The Committee will make available for inspection by any Participant a copy of this Plan and any rules and regulations used by the Committee in administering this Plan.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable L... | Label: Disclosures |
b4f7705c-ff13-4fbb-9256-09372daa01d0 | Clause:
In the case of a Third Party Claim or demand, other than Patent Claims which are subject to the procedures set forth in Section 13.3, (“ Third Party Claim ”) made by any Person who is not a Party of this Agreement (or an Affiliate thereof) as to which a Party (the “ Indemnitor ”) may be obligated to provide ind... | Label: Notices |
d5a250a6-c681-43e2-b101-e0604c6e153d | Clause:
The Borrower will, and will cause each of its Material Subsidiaries to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges, authorizations and franchises material to the conduct of its busines... | Label: Existence |
b1087a1c-d22b-4cb4-a0fc-c34e8b29dfc5 | Clause:
This Guaranty, the Merger Agreement, the other Transaction Agreements and the Confidentiality Agreement constitute the entire agreement between the parties hereto with respect to the subject matters hereof and thereof and supersede all prior agreements and understandings between the parties with respect to such... | Label: Entire Agreements |
51ec866c-ec52-4821-80cc-37a1841dc801 | Clause:
If any amount or benefit to be paid or provided under this Agreement or otherwise pursuant to or by reason of any other agreement, policy, plan, program or arrangement, including without limitation any stock option, performance share, performance unit, stock appreciation right or similar right, or the lapse or ... | Label: Benefits |
d298a43e-bcc3-497b-8555-88cc83ab5ef2 | Clause:
You will be provided with information regarding Boston Scientific's current benefit programs following your acceptance of this offer. You should review this information prior to your start date so you are prepared to enroll within your first 31 days of employment. Boston Scientific reserves the right to chang... | Label: Benefits |
0288fe99-ade0-47bd-a76c-cdcd41671ee5 | Clause:
Intrexon shall have executed and delivered the Amendments, and the Amendments shall be 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, Approvals, Arbitration, Assignments, Assigns, Auth... | Label: Amendments |
aa7ef547-f191-45d5-b24c-ff3319b05711 | Clause:
In the event of (a) any merger, reorganization, consolidation, recapitalization, liquidation, reclassification, stock dividend, stock split, combination of shares, rights, offering, extraordinary dividend (including a spin-off) or other similar change affecting the Company’s common stock; (b) any purchase, acqu... | Label: Adjustments |
f513b749-1d2c-42a2-8332-8475301a418f | Clause:
This Agreement shall be governed in all respects by the laws of the State of California without regard 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, Approvals, Arbitration, A... | Label: Governing Laws |
1f952f39-a4bb-4f01-88bb-a90d72090add | Clause:
The Section headings appearing in this Agreement are for purposes of easy reference and shall not be considered a part of this Agreement or in any way modify, amend or affect its provisions.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corrup... | Label: Headings |
fd7a1b0b-c2f8-4af1-826c-32396660e3ef | Clause:
(a) Unless otherwise defined herein, terms which are defined in the Repurchase Agreement and used herein are so used as so defined.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignm... | Label: Defined Terms |
e51b5233-68b4-48d8-831b-69cf47054d45 | Clause:
The Board may amend, alter, suspend, discontinue, or terminate the Plan or any portion thereof at any time; provided , that no such amendment, alteration, suspension, discontinuance or termination shall be made without stockholder approval if (i) such approval is necessary to comply with any regulatory requirem... | Label: Amendments |
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