id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
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|---|---|---|
036cd4b8-39b3-4373-af3a-60aae0ebd169 | Clause:
Whenever notice is required to be given under this Warrant, unless otherwise provided herein, such notice shall be given to c/o Ivy Investment Management Company, Waddell & Reed Investment Management Company, 6300 Lamar Avenue, Overland Park, KS 66202, Attention: Zachary H. Shafran, Senior Vice President, Facsi... | Label: Notices |
0212f427-1ed6-4edc-ad58-3e60322692d5 | Clause:
Caption headings and subheadings herein are included solely for convenience of reference and shall not affect the meaning or, interpretation of any provision of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, App... | Label: Headings |
45e5f204-8883-47f7-898d-1ad394ed35c7 | Clause:
Borrower shall not enter into any transaction with any Affiliate, except (a) as expressly permitted by this Agreement; or (b) in the Ordinary Course of Business and pursuant to the reasonable requirements of the business of such Borrower upon fair and reasonable terms no less favorable to such Borrower than wou... | Label: Transactions With Affiliates |
2550e2b7-d2e1-4c89-9384-f2bd12edc57c | Clause:
During the Term, each Party shall promptly disclose to the other Party in writing any registerable or potentially registerable Foreground IP (whether or not patentable) conceived or reduced to practice by or for the disclosing Party in the course of performance of this Agreement. Disclosure will be made via des... | Label: Disclosures |
ca0d56ce-b1be-439c-8100-6a6570aa1af4 | Clause:
Borrower will at all times carry property, liability and other insurance, with insurers acceptable to Lender, in such form and amounts, and with such deductibles and other provisions, as Lender shall require, and Borrower will provide evidence of such insurance to Lender on the proper Acord Form, so that Lender... | Label: Insurances |
53b0e2c8-bd02-409b-a745-97f32d2416ac | Clause:
It is the express intention and agreement of the parties hereto that the provisions of Sections 7 , 9 , 10 , 14 , 15 , 17 , 18 , 20 and 21 hereof and this Section 13 shall survive the termination of employment of the Executive. In addition, all obligations of the Employer to make payments hereunder shall surviv... | Label: Survival |
4dcee3f5-b5fc-4ae9-b985-5fcee2a6c700 | Clause:
No Default shall have occurred and be continuing or will occur upon the date of issuance of such Letter of Credit.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Au... | Label: No Defaults |
1a4f2a87-54a7-4bcb-a905-f5edb618fd9d | 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 $770,000 in pr... | Label: Closings |
cae93ab8-1175-4c7e-8f5c-2edc01436fc8 | Clause:
Any provision of this Agreement which logically would be expected to survive termination or expiration, shall survive for a reasonable time period under the circumstances, whether or not specifically provided in this Agreement. Except as set forth to the contrary in this Agreement, the obligations under this Ag... | Label: Survival |
736bcb43-f9cb-4b85-911e-67f2a637bf08 | Clause:
Receipt by the Administrative Agent and the Lenders of (i) pro forma projections of financial statements (balance sheet, income and cash flows) for each of the fiscal years of the Consolidated Parties through December 31, 2018 and (ii) such other information relating to the Consolidated Parties as the Administr... | Label: Financial Statements |
292e5c16-d608-4286-b411-34097243f5fb | Clause:
There are no actions, suits or legal, equitable, arbitration or administrative proceedings, pending or, to the knowledge of a Credit Party, threatened against such Credit Party which (a) are likely to be decided adversely against such Credit Party and (b) if so decided would reasonably be expected to have a Mat... | Label: Litigations |
320956f6-3118-46bd-a03e-0eecb284e86a | Clause:
Subject to Sections 4 and 5 below, the Award shall vest (become exercisable) in installments on the vesting dates set forth in the Award Information (each, a “Vesting Date”), provided that the Participant remains employed by the Company (or a subsidiary of the Company) during the entire period ending on and inc... | Label: Vesting |
25c4f2c2-2e9e-466b-9874-73752c0b2119 | Clause:
The Designated Lender makes and confirms to the Administrative Agent, the Designating Lender, and the other Lenders all of the representations, warranties and covenants of a Lender under Article XII of the Credit Agreement. Not in limitation of the foregoing, the Designated Lender (a) represents and warrants th... | Label: Representations |
71d9d949-d28e-41f9-8574-597024ec3c42 | Clause:
During the Employment Period, Executive shall be eligible to participate in the health, dental, vision, life and long term disability insurance plans as the Board may establish or approve from time to time for senior executive officers of the Company, subject to the applicable plan’s terms.
Task: Classify this... | Label: Benefits |
c5b8020b-62e8-4736-b254-aa7c89165fad | Clause:
Except as other provided herein, neither Party shall assign its rights or obligations hereunder without the prior written consent of the other Party; provided , however , that either Party may transfer its rights and obligations hereunder to an Affiliate upon written notice to the other Party, without the prior... | Label: Assignments |
274696f6-fb4b-4c5c-be23-77a660bab783 | Clause:
The Company hereby represents and warrants to the Investor that the following representations are true and complete on and as of the date hereof and on and as of the Closing Date.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, ... | Label: Representations |
2875ace5-a0b2-405d-8962-f0870365b6ea | Clause:
All notices, requests and demands to or upon the Agent or any Loan Party hereunder shall be effected in the manner provided for in Section 9.2 of the Credit Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable L... | Label: Notices |
ccd9014f-47db-4bdc-8c49-63bcbbb27543 | Clause:
The closing (the “ Closing ”) of the purchase and sale of the Shares shall take place on the date of this Agreement at the offices of Davis Polk & Wardwell LLP, 1600 El Camino Real, Menlo Park, California, (such date of the Closing, the “ Closing Date ”).
Task: Classify this clause into ONE of these types (exa... | Label: Closings |
914cd5fa-2898-48eb-bd65-7d041666ecf0 | Clause:
Investor represents and warrants to Company that as of the Effective Date: (i) this Agreement has been duly and validly authorized; (ii) this Agreement constitutes a valid and binding agreement of Investor enforceable in accordance with its terms; and (iii) Investor is an “accredited investor” as that term is d... | Label: Warranties |
ca3af117-2767-4b5a-97fa-4a232fe93a51 | Clause:
For the benefit of each Loan Parties, the Borrower has (a) all insurance policies sufficient for the compliance by the Loan Parties with all material Governmental Requirements and all material agreements and (b) insurance coverage, or self-insurance, in at least such amounts and against such risk (including pub... | Label: Insurances |
ef563f7a-cbe6-4848-81ce-1ed18647aa4a | Clause:
None of the officers, directors, employees or affiliates of the Company or any of its Subsidiaries is presently a party to any transaction with the Company or any of its Subsidiaries (other than for ordinary course services as employees, officers or directors), including any contract, agreement or other arrange... | Label: Transactions With Affiliates |
31bcce2c-ce69-457a-a6c9-dee111014a0d | Clause:
The performance criteria to be achieved during any Performance Period and the length of the Performance Period shall be determined by the Committee upon the grant of each Performance Award. The amount of the Award to be distributed shall be conclusively determined by the Committee.
Task: Classify this clause i... | Label: Terms |
68c7690e-1f61-4e36-8d7d-271f3c17d758 | Clause:
During the Term, Executive shall serve as Executive Vice President – Chief Financial Officer of the Company. Executive shall report directly to the Company’s Chief Executive Officer (the “CEO”). In such capacity, Executive shall have the duties, functions, responsibilities, and authority customarily appertainin... | Label: Positions |
111947be-9a89-494e-a2b9-c403f479319b | Clause:
The Company carries, or is covered by, insurance in such amounts and covering such risks as the Company reasonably believes is adequate for the conduct of its business and as is customary for companies engaged in similar businesses in similar industries.
Task: Classify this clause into ONE of these types (exac... | Label: Insurances |
c9771e5b-5b68-4eeb-aaaf-aa8f0ed9c783 | Clause:
This 2017-B Servicing Supplement may be executed in any number of counterparts, each of which so executed and delivered shall be deemed to be an original, but all of which counterparts shall together constitute but one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one lab... | Label: Counterparts |
1bf89128-7861-4f24-90c3-33d84c3567c0 | Clause:
Each Agent and each Lender will use its commercially reasonable efforts not to disclose without the prior consent of the Borrower any Non-public information regarding the Borrower and its Subsidiaries and their businesses identified as such by the Borrower and obtained by such Agent or such Lender pursuant to t... | Label: Confidentiality |
bbc1056b-74e4-42a2-8cfd-188d8748d415 | Clause:
There is no claim, action, suit, proceeding, arbitration, investigation, hearing or notice of hearing, pending or threatened, before any court or governmental, administrative or other competent authority or private arbitration tribunal against the DMSI, or relating to or affecting (directly or indirectly, inclu... | Label: Litigations |
2b854bb0-403f-42b0-99d4-1b5ea8d57800 | Clause:
This Conveyance may be executed in one or more originals, but all of which together shall constitute one and the same instrument. An executed original of this Conveyance containing complete copies of all exhibits is being filed of record in the county in which the Assigned Assets are located.
Task: Classify t... | Label: Counterparts |
3be17c90-67e3-4d4e-8e0d-cd98bbf73661 | Clause:
BDSI shall pay a fee in the amount of $ *** (the “ Fee ” and, together with the Asset Purchase Price, the “ Purchase Price ”) to Endo as consideration for (i) Endo’s non-compete covenant set forth in Section 12(c) and (ii) Endo’s waiver under Section 3(d) of its right to sell Product for twelve (12) months post... | Label: Fees |
6320129e-e29c-4859-b704-a0afca29d6c6 | Clause:
The Lender may assign all or any fraction of the Lender’s Obligations and Commitment; provided that (i) so long as no Event of Default has occurred and is continuing, the Lender shall have obtained the prior written consent of the Company to any such assignment, which consent, in the case of an assignment to an... | Label: Assignments |
a94eb4c6-bb81-473e-8e3a-36d1e9c5d459 | Clause:
In connection with the performance of this Agreement, you acknowledge that you will continue to have access to trade secrets and other confidential or proprietary information of Cubic and its subsidiaries. You agree to refrain from disclosing any confidential information, trade secrets or proprietary informatio... | Label: Confidentiality |
74a3ddd6-0d6c-4e9b-8c08-5b3c22cc50e4 | Clause:
No Permit, notice to or filing with any Governmental Authority or any other Person or any consent from any Person is required for the exercise by Administrative Agent of its rights (including voting rights) provided for in this Agreement or the enforcement of remedies in respect of the Collateral pursuant to th... | Label: Enforcements |
a0bde587-6e8f-4750-8598-3675328da5d7 | Clause:
Employee’s employment under this Agreement shall commence on the Effective Date and shall expire on December 31, 2019 (the “ Initial Term ”), unless terminated earlier pursuant to the provisions of Sections 5, 6, 7 or 8 hereof. The term of employment shall be renewed automatically for successive periods of one ... | Label: Terms |
35274926-6b8f-4abd-8dfd-105b2c8e8572 | Clause:
This Agreement may not be amended except pursuant to a written instrument that is authorized by the Company and agreed to in writing and signed by the Executive.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, A... | Label: Amendments |
c89bcdff-8c5e-49a0-a7c6-ce00a7d514a5 | Clause:
Executive shall perform all the duties and obligations reasonably associated with the position of CPO and consistent with the Bylaws or other governing documents of the Company or the Operating Partnership as in effect from time to time, subject to the supervision of the CEO, and shall perform such other duties... | Label: Duties |
1f19e8ff-0402-4255-9d1b-897efb607321 | Clause:
The Company is authorized under its Certificate of Incorporation to issue 200,000,000 shares of Common Stock. The Company’s disclosure of its issued and outstanding capital stock in its most recent SEC Filing containing such disclosure was accurate in all material respects as of the date indicated in such SEC ... | Label: Capitalization |
01d39c0f-b711-4003-a6dd-dce59a91dd19 | Clause:
For the duration of this assignment, salary administration will be based on your home country policies and practices as well as your performance. Your annual base salary will be $475,000. You will be paid through the US payroll system.
Task: Classify this clause into ONE of these types (exactly one label):
Adj... | Label: Base Salary |
a82ce8f1-abd3-45ff-82f3-63370643ac10 | Clause:
The Company has the requisite corporate power to execute and deliver this Agreement and the other Transaction Documents to which it is a party, to consummate the Transactions and to comply with the provisions of this Agreement. The execution, delivery and performance of this Agreement and the other Transaction ... | Label: Authorizations |
a69ec355-4e55-422f-b1ea-fc8802c69b6a | Clause:
This Lease may be executed in counterparts, each of which shall be an original, which together shall constitute one and the same instrument. Facsimile and electronic signatures (including signature by PDF) shall constitute original signatures.
Task: Classify this clause into ONE of these types (exactly one lab... | Label: Counterparts |
05628a26-7ebf-4df4-810f-9083b717e09c | Clause:
The Parties’ obligations under Section 6.2 survive any expiration or termination of this Local Country Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Aut... | Label: Survival |
c96bb842-7c83-4cfe-bc41-09a356fd4353 | Clause:
Each of the Administrative Agent, the Lenders and the L/C Issuers agree 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, advi... | Label: Confidentiality |
e7d91dd6-340f-41c5-810a-0eef1c94f0d9 | Clause:
This Amendment shall be governed by and construed in accordance with the laws of the State of California, without regard to the conflicts of law provisions of the State of California or any other state.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments,... | Label: Governing Laws |
bf62048b-fec5-4fc6-95ec-64a7d6818a66 | Clause:
(a) Each of the Lenders (in its capacities as a Lender, potential Hedge Bank and potential Cash Management Bank) and the L/C Issuer hereby irrevocably appoints Bank of America to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to... | Label: Authority |
415ef485-1f91-4db9-b280-fb5995d6222f | Clause:
Executive acknowledges and agrees that Company paid Executive all compensation due and owing to him under the California Labor Code and all other applicable state and federal laws as of the Termination Date, subject to the amounts set forth on Exhibit A hereto, including but not limited to any and all wages, sa... | Label: Benefits |
f89b3412-43c0-47c1-94aa-c33287e4514a | Clause:
No waiver of any term, provision or condition of this Agreement, whether by conduct or otherwise in any one or more instances, shall be deemed to be, or be construed as, a further or continuing waiver of any such term, provision, or condition, or of any other term, provision or condition of this Agreement.
Tas... | Label: Waivers |
e41ab371-910c-4552-a1df-3482c9d3b094 | Clause:
All information and communications between the Parties relating to an Agreement Dispute and/or under the procedures in Sections 19(a) and 19(b) shall be considered “Confidential Information” for which the provisions of Section 15(d) herein apply.
Task: Classify this clause into ONE of these types (exactly one ... | Label: Confidentiality |
16a1d231-b9ed-4535-836c-d3bd4ea06693 | Clause:
The Company and any subsidiary that is a significant subsidiary (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission) (each, a “ Subsidiary ”, collectively, the “ Subsidiaries ”), are, and as of each Settlement Date will be as of each Settlement Date, duly organized, validly exi... | Label: Organizations |
f1b6c0c3-886b-4167-b32e-0c55fa1f4634 | Clause:
To the extent that the Borrower fails to pay any amount required to be paid by it to the Administrative Agent, the Issuing Lender or the Swingline Lender under Section 10.5, each Lender severally agrees to pay to the Administrative Agent, the Issuing Lender or the Swingline Lender, as the case may be, such Lend... | Label: Indemnifications |
06974e44-b809-4c29-8fe8-742b3d6b72a5 | Clause:
This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of Laws of any jurisdiction oth... | Label: Governing Laws |
5ec7b081-2295-4fab-973c-6f30057c8f05 | Clause:
Subject to the terms and conditions set forth herein, the Borrower, on behalf of a Borrower, may request the issuance of Letters of Credit denominated in dollars as the applicant thereof for the support of the obligations of any Borrower or any Subsidiary thereof, in a form reasonably acceptable to the Administ... | Label: General |
a96317e7-5761-469e-9572-d022f15dd38f | Clause:
This Agreement may be executed in one or more counterparts (including by means of facsimile or pdf), each of which shall be deemed an original but all of which together will constitute one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, ... | Label: Counterparts |
72514903-ce8e-4084-adf5-e752e9eb1194 | Clause:
This Guaranty shall bind Guarantor and its successors and assigns and shall inure to the benefit of Lender and the officers, directors, shareholders, agents and employees of Lender and their respective heirs, successors and assigns. Notwithstanding the foregoing, Guarantor shall not assign any of its rights or ... | Label: Binding Effects |
6456881b-9d47-46cd-84f0-a886e8eedc9b | Clause:
Employee acknowledges and warrants that Employee is not aware of, or that Employee has fully disclosed to the Company, in writing, any matters for which Employee was responsible or that came to Employee’s attention as an employee of the Company that might give rise to, evidence, or support any claim of illegal ... | Label: Disclosures |
04dd2d68-3a13-4e9c-8d46-e0c6a37cf62e | Clause:
The Partnership has full right, power and authority to execute and deliver the Contribution Agreement, this Agreement and the other Operative Documents and to perform its obligations hereunder and thereunder. The Partnership has all requisite limited partnership power and authority to issue, sell and deliver th... | Label: Authority |
a56ffd21-9fb4-4e74-a709-df56a686cf78 | Clause:
This Agreement may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission will be deemed to have the s... | Label: Counterparts |
5fe67d60-8bad-4e2f-954e-f630abbae24b | Clause:
The headings and numbers set forth in this Amendment are for convenience only and shall not limit or otherwise affect the meaning hereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, A... | Label: Headings |
503531f8-2b24-46ee-9337-91a016195cce | Clause:
This Agreement and any documents pursuant hereto may be separately executed by the Parties in two (2) or more counterparts and all such counterparts shall be deemed an original, but all of which together shall constitute one and the same instrument and will be binding on the Parties as if they had originally si... | Label: Counterparts |
d85f400c-fb1a-4cbd-a171-5a2a0c6b180e | Clause:
The Executive represents and warrants to the Company that the Executive has the right to negotiate and enter into this Agreement, and the Executive’s execution, delivery and performance of this Agreement does not breach, interfere with or conflict with any other contractual agreement, covenant not to compete, o... | Label: Representations |
7eab66e0-bdd1-4a38-b101-9d71975dce01 | Clause:
The Company may deduct or withhold, or require the Participant or the Participant’s beneficiary to remit to the Company or its affiliates, an amount sufficient to satisfy federal, state, and local taxes, domestic or foreign, required by law or regulation to be withheld with respect to any taxable event arising ... | Label: Tax Withholdings |
878dc5d5-58d2-4534-9e45-b8fa9cde1ca6 | Clause:
Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Employment Agreement. For the sake of clarity, unless the context otherwise requires, references to “Section(s)” or “Article(s)” herein shall refer to the corresponding Sections or Articles of this Agreement and/or th... | Label: Defined Terms |
b51ef7a5-14cb-4398-bd66-91b905e0d4f9 | Clause:
The Employee hereby agrees that during any time after the Employee’s employment has terminated, he or she shall not take any action or make any statement, written or oral, that disparages or criticizes the Company and/or any of the Related Parties. Prohibited conduct includes, but is not limited to, making disp... | Label: Non-Disparagement |
9beb4910-ce8d-4930-a4da-80a898bbed31 | Clause:
EACH CREDIT PARTY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS SUCH CREDIT PARTY MAY HAVE TO TRIAL BY JURY IN ANY LEGAL PROCEEDING BASED ON, ARISING OUT OF, OR IN ANY WAY RELATED TO: THIS AGREEMENT; THE OBLIGATIONS; ANY NOTES, LOAN AGREEMEN... | Label: Waiver Of Jury Trials |
5913e110-9b67-43af-bce0-4c676b5f7c8d | Clause:
This Security Agreement together with the other Credit Documents represents the agreement of each of the Grantors with respect to the subject matter hereof and there are no promises, undertakings, representations or warranties by the Collateral Agent or any other Secured Party relative to the subject matter her... | Label: Integration |
7a47b72c-ac0c-4f60-a5b8-b5dc9e75ca38 | Clause:
You will continue to be eligible to receive coverage for yourself and your dependents under the Company's group health plan on the terms generally applicable to other participants in such plan.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Cor... | Label: Benefits |
c4879164-1b97-4a94-b69a-956cc649bed4 | Clause:
EACH PARTY HERETO HEREBY 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 OR RELATING TO THIS GUARANTY, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CO... | Label: Waiver Of Jury Trials |
f85c5392-e0cd-4dea-90ab-6bfc2cf8b18a | Clause:
This Agreement, and all duties and obligations hereunder are personal in nature, and Consultant shall not assign this Agreement, or any portion hereof, voluntarily or involuntarily by operation of law, or enter into any subcontract for the performance of any services under this Agreement, or any portion thereof... | Label: Assignments |
54872c0a-092e-42a0-aa3e-5921b2383d26 | Clause:
Any Holder may at any time sell, assign or otherwise transfer to one or more Eligible Assignees any Notes and all or any portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitments and the Notes held by it).
Task: Classify this clause into ONE ... | Label: Assignments |
d1534ceb-ea91-488c-a554-8f988f6007a4 | Clause:
Use the proceeds of the Loans and request the issuance of Letters of Credit only for the purposes specified in the introductory statement to this Agreement. The Borrower will not request any Borrowing or Letter of Credit, and will not use, and the Borrower will ensure that its Subsidiaries and its or their resp... | Label: Use Of Proceeds |
2081eade-0337-402f-973a-34943395100f | Clause:
EACH PARTY HERETO HEREBY 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 OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TO... | Label: Waiver Of Jury Trials |
6d50856c-4023-4f5a-baf6-ff155393449f | Clause:
The authorized capital stock of the Company consists of 25,000,000 shares of Common Stock and 3,000,000 shares of preferred stock, $.001 par value per share, including 2,000,000 shares of Series A Convertible Preferred Stock (the “Series A Preferred Stock”). After giving effect to the payment on December 15, 20... | Label: Capitalization |
2a3418db-5d8c-49ef-8074-bff5d89508bb | Clause:
Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby shall be instituted in (i) the federal courts of the United States of America located in the City and County of New York, Borough of Manhattan or (ii) the courts of the State of New York loca... | Label: Consent To Jurisdiction |
de1a54c9-9f91-4094-819d-c05e33f68eaf | Clause:
Ingredion’s Purchase Orders to SweeGen shall follow [**redacted]. Except for SweeGen’s sales to House Accounts, title to and risk of loss for the Products shall transfer to Ingredion upon delivery to Ingredion at the point of tender. For the avoidance of doubt, Ingredion will not take title to Products SweeGen ... | Label: Titles |
980a86a8-00b0-4825-9a4d-4d02b3b7f82a | Clause:
Tenant warrants and represents that it has dealt with no brokers in connection with this Lease other than Newmark Grubb Knight Frank ("Tenant's Broker") and Stream Realty Partners-Houston, L.P. ("Landlord's Broker"). Landlord warrants and represents that it has dealt with no brokers in connection with this Leas... | Label: Brokers |
60db6333-4464-45a7-9923-d1dd4aa44fdd | Clause:
This Restricted Stock Award Agreement is made pursuant to the Plan and is subject to all of the terms and provisions of the Plan as if the same were fully set forth herein, and receipt of a copy of the Plan is hereby acknowledged. Capitalized terms not otherwise defined herein shall have the same meanings set f... | Label: Definitions |
a902f85f-8bb5-489a-bcc7-3544326661a9 | Clause:
During the 60 days after the Closing Date, Seller will execute and deliver, at the sole cost and expense of Buyers (including Seller’s reasonable attorneys’ fees), such additional instruments as Buyers may, during such time, reasonably request in order to effectuate the purpose and terms of this Agreement.
Tas... | Label: Further Assurances |
1f522f45-fefe-4b6f-9b21-6b01a7204dd1 | Clause:
The Company shall pay to Executive a base salary of $385,000 per year, payable in accordance with the Company’s usual pay practices (and in any event no less frequently than monthly). Executive’s base salary shall be subject to review annually by and at the sole discretion of the Compensation Committee of the B... | Label: Base Salary |
691d3150-111f-4a98-9b45-878a57529cab | Clause:
Subject to the conditions of this Section 3 , the amendment and restatement of the Prior Loan Agreement shall become effective on the Amendment Date contemporaneously with the execution hereof (the “ Closing ”) subject, however, to the prior or simultaneous closing of Borrower’s sale of its CTS Business for a ... | Label: Closings |
6f0602e2-e208-40a3-b7da-e88b7cc1347d | Clause:
Each of the Credit Parties, jointly and severally, hereby indemnifies and holds the Lender Indemnitees, their successors and assigns, and each of them, harmless from and against any and all charges, complaints, claims, counter-claims, liabilities, obligations, promises, agreements, controversies, damages, actio... | Label: Indemnifications |
88de5bf0-7550-4d3d-b87a-44a7a0e28b41 | 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 $_____ of Shar... | Label: Closings |
e0aa334a-313f-487b-b647-cb552e704093 | 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 $ of shares of... | Label: Closings |
f2618fd9-0bf0-4401-b3a8-215791090240 | Clause:
Subject to Section 6.04, this Agreement shall continue to be effective until the Discharge of Senior Obligations shall have occurred. This is a continuing agreement of Lien subordination, and the Senior Secured Parties may continue, at any time and without notice to the Junior Representatives or any Junior Secu... | Label: Severability |
8f409a3a-0ec9-4a43-baf0-7d16a804b1c6 | Clause:
THE BORROWER SHALL INDEMNIFY THE ADMINISTRATIVE AGENT (AND ANY SUB-AGENT THEREOF), EACH LENDER AND THE ISSUING LENDER, AND EACH RELATED PARTY OF ANY OF THE FOREGOING PERSONS (EACH SUCH PERSON BEING CALLED AN " INDEMNITEE ") AGAINST, AND HOLD EACH INDEMNITEE HARMLESS FROM, ANY AND ALL LOSSES, CLAIMS, DAMAGES, LI... | Label: Indemnifications |
abd41116-d59b-472a-91d5-22d4600df00d | Clause:
The term of this Agreement shall be for a period of the earlier of twelve months from the Effective Date or the completion of the Placement (the “ Term ”). In the event of the termination of this Agreement, the Placement Agent’s compensation due under this Agreement will be payable in full and the compensation ... | Label: Survival |
531317c9-a74b-49df-a83c-edd021ce22f8 | Clause:
Borrower and the Guarantors, jointly and severally, shall indemnify, reimburse and hold Agent and the Lenders and their permitted assigns, each of Agent’s, Lenders’ or their permitted assigns’ members, and each of their respective successors, assigns, agents, officers, directors, shareholders, members, servants... | Label: Indemnifications |
e26d1a61-556a-469b-bf76-ff8e02223d42 | Clause:
This Sub-Reseller Agreement may be executed in one or more counterparts, including facsimiles or scanned copies sent via email or otherwise, each of which will be deemed to be a duplicate original, but all of which, taken together, will be deemed to constitute a single instrument.
Task: Classify this clause in... | Label: Counterparts |
c2d8cad3-d01c-4460-aaa2-83f127d4bd9d | Clause:
All notices, requests, waivers and other communications made pursuant to this Agreement shall be in writing and shall be deemed to have been effectively given, sent, provided, delivered or received (a) when personally delivered to the Party to be notified, or (b) when sent by confirmed facsimile or by electroni... | Label: Notices |
8479f529-e0a7-47c9-b8f0-fc1eb31a6287 | Clause:
The Committee shall have general responsibility for the administration of the Plan (including but not limited to complying with reporting and disclosure requirements, and establishing and maintaining Plan records). In the exercise of its sole and absolute discretion, the Committee shall interpret the Plan’s pro... | Label: Powers |
b8c99afe-44c4-4ea3-8c8b-a9b992dd7dc2 | Clause:
Request any Loan or Letter of Credit, and the Borrower shall not use, and shall procure that its Subsidiaries and its or their respective directors, trustees, officers, employees and agents shall not use, the proceeds of any Borrowing or Letter of Credit (A) in furtherance of an offer, payment, promise to pay, ... | Label: Use Of Proceeds |
abbc11bf-ab5d-4f08-a3fa-27cafcaf5287 | Clause:
All notices and other communications provided for or permitted hereunder shall be made as set forth in Section 9.4 of the Subscription Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitr... | Label: Notices |
a1d1f93d-f8e2-4d82-9d71-8a14045ee543 | Clause:
This Agreement may be executed in counterparts, all of which together shall constitute an agreement binding on all Parties, notwithstanding that all such parties are not signatories to the original or the same counterpart.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agr... | Label: Counterparts |
09b2934a-472a-451c-adfb-ec34d598af58 | Clause:
This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to principles of conflicts of law.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws... | Label: Governing Laws |
d57ffb82-4ba0-4fe5-a847-ea3fd9322545 | Clause:
If the Employee incurs a Disability, the Company may give the Employee written notice of its intention to terminate the Employee’s employment. In that event, the Employee’s employment with the Company shall terminate, effective on the later of the 30 th day after receipt of such notice by the Employee or the da... | Label: Disability |
7eb7a943-3592-4c21-9244-95496b536328 | Clause:
No provision of this Agreement shall be modified, waived or discharged unless the modification, waiver or discharge is agreed to in writing and signed by the Executive and by an authorized officer of the Company (other than the Executive). No waiver by either party of any breach of, or of compliance with, any ... | Label: Waivers |
8b373a57-9f21-4dde-9371-fbc62b11f3bc | Clause:
This Agreement constitutes the entire agreement among the parties pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties. For the avoidance of doubt, Service Provider shall not be eligible to participate ... | Label: Entire Agreements |
dc84ab6c-e1a5-40f3-bdeb-526e4e335ec5 | Clause:
Except as provided hereinabove, the Lease shall remain in full force and effect as originally written . This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, but all of which together shall constitute one and the same instrument, ... | Label: Miscellaneous |
1a3e1255-47f1-499c-ba0e-67a50b0ca79e | Clause:
This Agreement may be executed in counter-parts with the same effect as if both Parties had signed the same document. All such counterparts shall be deemed an original, shall be construed together and shall constitute one and the same instrument. Signatures to this Agreement transmitted by email in “portable do... | Label: Counterparts |
6b73ce6c-1e58-40e2-82e3-d5e38f549bd6 | Clause:
EACH PARTY HERETO HEREBY 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 OR RELATING TO THIS GUARANTY OR ANY OTHER GUARANTOR DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (... | Label: Waiver Of Jury Trials |
77141acc-0a8e-4fd1-ae21-a3a57511afed | Clause:
Furnish Lender, all in form and detail satisfactory to Lender as soon as available, and in any event: (i) within 30 days after the end of each calendar month, a complete copy of Borrower’s revenue reports for the month, including schedules showing all openings and closings of each Franchise, and a monthly state... | Label: Financial Statements |
8ae55fb9-a84d-497e-a0ea-f1bed866a292 | Clause:
Seller maintains (i) insurance on all the Purchased Assets covering property damage by fire or other casualty which it is customary for Seller to insure, (ii) insurance protection against all liabilities, claims, and risks against which it is customary for Seller to insure, and (iii) insurance for worker’s comp... | Label: Insurances |
2637e7ab-afc5-4c6a-ac2f-76375281f959 | Clause:
Each of Releasor and Releasee hereby agrees, without the prior written consent of the other, to not disclose, and to otherwise keep confidential, the transactions contemplated hereby and the terms and conditions of this Agreement, except to the extent that disclosure thereof is required by law, rule or regulati... | Label: Confidentiality |
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