id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
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|---|---|---|
dcf4c803-223b-49cf-9d49-4ea54b5fedfe | Clause:
Except as otherwise expressly provided for in this Agreement (including, without limitation, Article 5 ), the representations, warranties, indemnification obligations and covenants of the parties set forth in this Agreement will merge into the Deed and not survive consummation of the transaction contemplated by... | Label: Survival |
1f50ef6b-f480-4978-b00e-c36479dcc786 | Clause:
The Applicant and each of its Restricted Subsidiaries owns, or has the legal right to use, all United States and foreign patents, patent applications, trademarks, service marks, trade names, copyrights, and trade secrets necessary for each of them to conduct its business as currently conducted (the “ Intellectu... | Label: Intellectual Property |
08b6f8bc-3859-4197-97c3-5bcbd40ad25c | Clause:
This Agreement and Executive’s employment hereunder shall be for an initial term of five (5) years commencing on the date hereof (the “ Effective Date ”) and ending on the fifth anniversary of the Effective Date (the “ Expiration Date ”), unless terminated earlier by the Company or the Executive pursuant to Sec... | Label: Terms |
221c5787-e314-441b-92b6-764fc6dcedff | Clause:
Each Party shall provide to the Party bringing any Action under Sec tion 10.5.2 reasonable assistance in such enforcement, at such enforcing Party’s request and expense, including joining such Action as a party plaintiff if required by Applicable Law to pursue such action. The enforcing Party shall keep the oth... | Label: Cooperation |
616d5eaf-826c-4ad5-9918-a2e9a27bc62e | Clause:
This Amendment shall be effective as of the date on which the Administrative Agent has received a copy of this Amendment, duly executed by the Borrower, the Guarantors, the Required Lenders and the Administrative Agent.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreem... | Label: Effectiveness |
dea0ef1f-adc8-4c33-9634-7c96d030081d | Clause:
This Escrow Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Appli... | Label: Counterparts |
2bb593e4-2ed7-4b5b-8abd-18980f29228b | Clause:
All questions concerning the construction, validity and interpretation of this Agreement and the exhibits hereto will be governed by the internal laws of the State of Wisconsin.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Ap... | Label: Governing Laws |
94de1a33-9ae5-499e-92ff-93f6bac6854a | Clause:
Each Grantor irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Secured Party in any way relating to this Agreement, in any forum other than the court... | Label: Submission To Jurisdiction |
0102cc56-a66b-4f05-ad7b-91c29c06d310 | Clause:
This Award will vest (if at all) as specified in the Award Memorandum on the date the Compensation Committee certifies the level of achievement of the Performance Goal(s), provided you remain in employment through the last day of the Performance Period. Subject to any deferral election then in effect, the Share... | Label: Vesting |
3d260541-eae1-4d74-bf42-7bca021163d9 | Clause:
All payments under this Agreement will be subject to all deductions required by law, including applicable taxes and withholdings. In accordance with its normal payroll practices, the Company will mail to your home address in the Company's records any tax reporting forms it prepares in accordance with any paymen... | Label: Taxes |
34fa5b55-025d-441a-99f9-123597c7fb61 | Clause:
This Agreement shall continue until and terminate upon the later of: (a) ten (10) years after the date that Indemnitee shall have ceased to serve as a director or and/or officer, employee or agent of the Company; or (b) one (1) year after the final termination of any proceeding, including any appeal then pendin... | Label: Terms |
69602a6d-0c9a-4ee0-a770-0c2d6b0c6eb8 | Clause:
All of the terms and provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by the respective heirs, executors, administrators, legal representatives, successors and assigns of the parties hereto, except that the duties and responsibilities of the Executive under this ... | Label: Assignments |
3320b4db-c8b2-46f3-af34-4e409068b231 | Clause:
The execution, delivery and performance by the Company of this Agreement and the Notes (collectively, the “ Loan Documents ”) and the consummation of the transactions contemplated thereby (i) are within the power of the Company and (ii) have been duly authorized by all necessary actions on the part of the Compa... | Label: Authority |
030e1af7-d3e9-4f3d-b322-eaf39e816b88 | Clause:
Each party will maintain customary, reasonable and prudent insurance with reputable companies to protect against liabilities which may arise out of its respective obligations under this Engagement Letter throughout the term hereof. Further, if the Services include providing you with an interim Principal Account... | Label: Insurances |
d9435b68-ab88-439b-9a81-61b00731b2fd | Clause:
The Company, by action taken by its Board of Directors or its delegate, may amend the Plan at any time and for any reason, provided that any such amendment shall not reduce the vested Account Balances of any Participant accrued as of the date of any such amendment or restatement (as if the Participant had incur... | Label: Amendments |
d11cec4a-6149-4369-8d3e-d296904e799b | Clause:
This Agreement may be executed in one or more counterparts, including emailed or telecopied facsimiles, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreeme... | Label: Counterparts |
d2b28e11-869f-4cc7-a47f-5e08c70f252c | Clause:
This section shall survive the termination of Executive’s employment.
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 Salary, Benefit... | Label: Survival |
88d033c2-5599-4577-91ac-047f11e4b7f7 | Clause:
(“ Agreement ”) is made and entered into by and between MidWest One Financial Group, Inc. (the “ Company ”), and [______________] (“ Executive ,” and together with the Company, the “ Parties ”).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Co... | Label: Releases |
6f3045a8-7445-4062-aa3a-6ca8d152be6e | Clause:
None of the Loan Parties or any of their Subsidiaries nor, to the knowledge of any Loan Party, any director, officer, agent, employee or other person acting on behalf of such Loan Party or any of its Subsidiaries have taken any action, directly or indirectly, that would result in a violation by such persons of ... | Label: Anti-Corruption Laws |
d5445467-7ce5-4804-8a78-49f11fb689c9 | Clause:
If any provision of the Plan is held to be illegal, invalid or unenforceable under any present or future law, and if the rights or obligations of any party hereto under the Plan will not be materially and adversely affected hereby, (i) such provision will be fully severable, (ii) the Plan will be construed and ... | Label: Severability |
dc83b5e5-a785-4a0e-a7f9-2283a53a40ad | Clause:
Promptly upon request by the Administrative Agent, or any Lender through the Administrative Agent, (a) correct any material defect or error that may be discovered in any Loan Document or in the execution, acknowledgment, filing or recordation thereof, and (b) do, execute, acknowledge, deliver, record, re-record... | Label: Further Assurances |
7240b84f-1bf1-4e3e-a6ef-f1def322c8ce | Clause:
To the extent not preempted by federal law, the provisions of this Agreement shall be construed and enforced in accordance with the laws of the State of Illinois, notwithstanding any state’s choice-of-law or conflicts-of-law rules to the contrary. The Company and Executive further acknowledge and agree that thi... | Label: Governing Laws |
f7227c12-1a4f-4eb5-989b-4f6df3a2e9ed | Clause:
In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, the Investor and the Company will be entitled to specific performance under the Transaction Documents. The parties agree that monetary damages may not be adequate compensation for any loss incu... | Label: Remedies |
6b7c1f07-dcd9-4051-b562-58305eeb9b3f | Clause:
Each Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any Guarantor and without notice to or further assent by any Guarantor, any demand for payment of any of the Canadian Primary Obligations made by the Administrative Agent or any Lender may be rescinde... | Label: Amendments |
b3c5decd-a804-4401-825e-d8c1f0d8ae3b | Clause:
Each of Salisbury and Glycotech and its affiliates, agents, owners, successors, and assigns, hereby fully release and waive against the Purchaser and its affiliates, agents, successors, and assigns, any and all rights, claims, actions, causes of action, damages, and liabilities whatsoever, including costs, expe... | Label: Releases |
1f3a2328-029f-494a-b613-6ca29512dd74 | Clause:
Borrower will not request any Borrowing or Letter of Credit, and Borrower shall not use, and shall procure that is Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of Borrowings for any purpose other than to finance the acquisition, exploration, and ... | Label: Use Of Proceeds |
caad125a-3afd-4808-a7fc-b15c8ebfd9c2 | Clause:
No later than the Business Day immediately following the execution of this Agreement, the Company will issue a press release disclosing the transactions contemplated by this Agreement. The Company and the Investor shall consult with each other in issuing any press releases with respect to the transactions conte... | Label: Publicity |
ad40a562-7f82-4aae-a2a0-d854f8b0e244 | Clause:
This Security Agreement may be executed by one or more of the parties hereto in any number of separate counterparts, and all of such counterparts taken together shall be deemed to constitute one and the same instrument and shall be enforceable as of the date hereof upon the execution of one or more counterparts... | Label: Counterparts |
71f39b31-ad5f-49cd-86eb-abbe2f984e04 | Clause:
This Amendment No. 1 may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Signatures sent by facsimile or as an electronic co... | Label: Counterparts |
d9357892-d4d7-4118-9b2b-574ad6785c1e | Clause:
Any rights to compensation or benefits under Section 4, 5.2 or 5.3 of this Agreement are subject to the Executive’s continued compliance with the provisions of Section 6 and the Executive’s execution and delivery of a general release of claims in favor of the Company and its affiliates in substantially the form... | Label: Releases |
08ff69d0-3d37-488b-837d-65cacaf0e819 | Clause:
This Amendment shall be subject to and governed by the laws of the State of Delaware, excluding any conflicts-of-law rule or principle that might refer the construction or interpretation of this Amendment to the laws of another state.
Task: Classify this clause into ONE of these types (exactly one label):
Adju... | Label: Governing Laws |
484cd94f-2ae5-4c0d-a471-72b0fd681f1a | Clause:
Except as set forth on Schedule 4.2.2 , no approval or consent of, or filing with, any person, entity or Governmental Authority is required in connection with the transactions contemplated hereby or the execution, delivery or performance by Seller of this Agreement or any other agreement or document delivered b... | Label: Consents |
0b98ad41-518b-43ca-bbd1-220ab4d04db9 | Clause:
All notices, requests and other communications hereunder shall be in writing and shall be delivered by courier or other means of personal service (including by means of a nationally recognized courier service or professional messenger service), or sent by telex or telecopy or mailed first class, postage prepaid... | Label: Notices |
e7dea448-52c6-4d28-a3eb-342fbf56b793 | Clause:
The Company has no subsidiaries. All references to the Subsidiaries or any of them in the Transaction Documents shall be disregarded.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assig... | Label: Subsidiaries |
e03127b4-5383-474c-be5c-1b5fb4e6417b | Clause:
Each Agent and each Lender shall hold all non‑public information regarding Borrower and its Subsidiaries, Affiliates and their businesses identified as such by Borrower and obtained by such Agent or such Lender pursuant to the requirements hereof in accordance with such Agent's and such Lender's customary proce... | Label: Confidentiality |
bace8e7e-b8e0-4322-bc70-91dfdf9b6691 | Clause:
Comply with the requirements of all applicable laws, rules, regulations, and orders of any Governmental Authority, including the Fair Labor Standards Act and the Americans With Disabilities Act, other than laws, rules, regulations, and orders the non-compliance with which, individually or in the aggregate, woul... | Label: Compliance With Laws |
ac725eab-8f96-4e29-983c-0dff752441d3 | Clause:
Except with respect to the representations and warranties contained in Section 3.1 , Section 3.4 , Section 3.5 , Section 3.6(ii) , Section 3.10 , Section 3.12 , Section 3.13 and Section 3.14 (which shall survive until the applicable statute of limitations), the representations and warranties contained in... | Label: Survival |
73aee0f0-bdf5-48cd-ab94-9c6d27d32b73 | Clause:
The Borrower shall at all times hereafter indemnify, hold harmless and, on demand, reimburse the Bank, its subsidiaries, affiliates, successors, assigns, officers, directors, employees and agents, and their respective heirs, executors, administrators, successors and assigns (all of the foregoing parties, includ... | Label: Indemnifications |
0af010f2-50b6-427d-b5f8-1227f3175746 | Clause:
No delay, failure or discontinuance of Agent or any Lender in exercising any right, power or remedy under any of the Loan Documents shall affect or operate as a waiver of such right, power or remedy; nor shall any single or partial exercise of any such right, power or remedy preclude, waive or otherwise affect ... | Label: No Waivers |
d81efbfc-884e-408c-b098-e120fc285925 | Clause:
A true, correct and complete list of the insurance policies related to the Business (including policy periods and the amounts of coverage, limits and deductibles) is attached hereto as Schedule 4.14 (collectively, the “ Insurance Policies ”). All of the Insurance Policies are in full force and effect.
Task: ... | Label: Insurances |
2d96d486-3e2c-4a76-bb88-7c31a0306c80 | Clause:
This Agreement shall be subject to and governed by the laws of the State of Texas, excluding any conflicts-of-law rule or principle that might refer the construction or interpretation of this Agreement to the laws of another state. Each Party hereby submits to the jurisdiction of the state and federal courts in... | Label: Governing Laws |
7676e87e-eeb3-4af7-b6d9-070737318d2a | Clause:
Optionee acknowledges that the Company will be required to withhold certain taxes at the time Optionee exercises the Option. Withholdings by the Company will not exceed the minimum required by law. Optionee agrees to make arrangements satisfactory to the Company for the payment of any federal, state, local or f... | Label: Tax Withholdings |
5c96787d-0b71-46fa-b456-f07b7340a1ca | Clause:
Executive agrees that, upon reasonable notice and without the necessity of the Company obtaining a subpoena or court order, Executive shall provide reasonable cooperation in connection with any suit, action or proceeding (or any appeal from any suit, action or proceeding), or the decision to commence on behalf ... | Label: Cooperation |
fa273c85-5d16-402e-81bc-a21b4b6ec8b6 | Clause:
Each of the Revolving Credit Collateral Agent and each Term Loan Collateral Agent may demand specific performance of this Agreement. The Revolving Credit Collateral Agent, on behalf of itself and the Revolving Credit Claimholders, and each Term Loan Collateral Agent, on behalf of itself and the applicable Term ... | Label: Specific Performance |
3278a536-0cd9-4c84-a7a2-b016425758a3 | Clause:
The Company has all corporate power and authority and has taken all requisite action on the part of the Company, its officers, directors and stockholders necessary for (i) the authorization, execution and delivery of the Transaction Documents, (ii) the authorization of the performance of all obligations of the ... | Label: Authorizations |
adaa1b09-a75f-4eb1-8b72-8af05bf6a8a7 | Clause:
Stock Appreciation Rights shall contain such terms and conditions as to exercisability, vesting and duration as the Committee shall determine, but in no event shall they have a term of greater than ten (10) years; provided , however , that unless the Committee provides otherwise (i) a Stock Appreciation Right m... | Label: Terms |
585bf402-4205-4477-94c1-7d6d041f0c91 | Clause:
Buyer is duly authorized and empowered to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. No instrument to which the Buyer is a party or is bound, nor any court order or governmental law, rule or regulation, will be violated by the Buyer’s execution and consum... | Label: Powers |
32ddd148-eba8-479b-8ec8-9a4fe5182355 | Clause:
Executive shall be entitled to such medical, life, disability and other benefits as are generally afforded to other executives of the Company, subject to applicable waiting periods and other conditions, as well as participation in all other company-wide employee benefits, including a defined contribution pensio... | Label: Benefits |
396b5892-acb3-435e-b783-4768edb4240f | Clause:
This Agreement has been duly and validly authorized, executed and delivered on behalf of the Purchaser and constitutes the legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as such enforceability may be limited by general principles of e... | Label: Enforcements |
a5bfcfd2-93d7-4f1a-8196-749c1a10a25f | Clause:
Producer shall pay or cause to be paid and agrees to hold Processor harmless as to the payment of all excise, gross production, severance, sales, occupation and all other Taxes, charges or impositions of every kind and character required by statute or by order of Governmental Authorities and levied against or w... | Label: Taxes |
c8d8ce25-e8cd-4738-a737-ecb997f71821 | Clause:
Upon the occurrence of any Event of Default specified in Section 9(e), the principal amount of this Note together with any interest thereon, all fees and all other Obligations shall become immediately and automatically due and payable, without presentment, demand, notice, protest or other requirements of any ki... | Label: Remedies |
9f74904f-f3e9-4c0f-91af-bc37b9b029eb | Clause:
If any provision of this Agreement is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest extent that it would be valid and enfor... | Label: Severability |
c9dd5245-aad5-4e75-8518-bd926940a82c | Clause:
All works of authorship, designs, inventions, improvements, technology, developments, discoveries, and trade secrets conceived, made, or discovered by Contractor during the period of this Agreement, solely or in collaboration with others, that relate in any manner to the business of Company (collectively, “ Inv... | Label: Assignments |
8ca0d5a0-d0ac-451a-b972-3edc853e5275 | Clause:
I understand the meaning and legal consequences of the representations and warranties contained in this Subscription Agreement and the accompanying Offeree Questionnaire, and I agree to indemnify and hold harmless the Company, its officers and directors, and each agent and employee thereof, from and against any... | Label: Indemnifications |
e474b735-e925-45a8-b511-927618caf901 | Clause:
Seller hereby represents to Buyer and Agent that as of the date hereof and taking into account the terms of this Amendment Number Ten, Seller is in full compliance with all of the terms and conditions of the Agreement and each other Repurchase Document and no Default or Event of Default has occurred and is cont... | Label: Representations |
a44d8e4e-a716-4faf-8931-d453115d5448 | Clause:
All governmental, shareholder and third party consents and approvals necessary in connection with the transactions contemplated hereby shall have been obtained; all such consents and approvals shall be in force and effect; and all applicable waiting periods shall have expired without any action being taken by a... | Label: Consents |
b9ba6012-27c7-4a2a-ba26-c5ae9dde6308 | Clause:
Debtor represents and warrants to Secured Party that (a) Debtor is the owner of the Collateral and that no other person has any right, title, claim or interest (by way of Lien or otherwise) in, against or to the Collateral, other than Permitted Liens, and (b) upon the filing of UCC-1 financing statements with t... | Label: Warranties |
5bc370a6-8b14-4728-b40e-99f2a57a243c | Clause:
If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced because of any Law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the Transactions is not ... | Label: Severability |
af29c262-9edb-473b-adc8-f66d7ce57e03 | Clause:
This Agreement, for all purposes, shall be construed in accordance with the laws of Texas without regard to conflicts-of-law principles. Any action or proceeding by either of the Parties to enforce this Agreement shall be brought only in any state or federal court located in the state of Texas, county of Bexar.... | Label: Venues |
297f6ccc-1426-428b-9774-17ab8cdd9c67 | Clause:
This Agreement is personal to the parties hereto, and the rights and duties of the Issuers hereunder shall not be assignable except with the prior written consent of the other parties. Notwithstanding the foregoing, this Agreement shall inure to and be binding upon the parties and their successors and permitted... | Label: Assignments |
cadd53db-4237-419a-bd7f-9eb3b5bb6e07 | Clause:
If your Service with the Company or any Participating Company terminates because of your Disability, this Performance Option, to the extent unexercised and vested on the date on which your Service terminates, may be exercised by you at any time prior to the expiration of twelve (12) months after the date on whi... | Label: Disability |
50be96c7-3eae-4fc1-b0b2-b156fbb983f4 | Clause:
Section headings used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendment... | Label: Headings |
ef5b1138-eca8-42c5-ad4f-19c2cea8886d | Clause:
This Agreement will be governed by the laws of the State of New York.
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 Salary, Benefit... | Label: Governing Laws |
dd4536d1-362c-452b-b775-28c24da7a59d | Clause:
PRODUCTS AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST THE ADMINISTRATIVE AGENT, ANY LENDER, ANY L/C ISSUER OR ANY RELATED ... | Label: Submission To Jurisdiction |
3b958410-904d-4ca2-be62-db7eb51a7a8b | Clause:
On or before the fourth (4th) Business Day following the date of this Agreement, the Company shall file a Current Report on Form 8-K describing all the material terms of the transactions contemplated by the Transaction Documents and the ICP Agreement in the form required by the 1934 Act and attaching all the ma... | Label: Publicity |
6b3a7456-67aa-42f9-aa5e-a6c92e73cf5c | Clause:
Executive acknowledges that the covenants and agreements that he has made in this Agreement are reasonable and are required for the reasonable protection of the UEBV Entities’ business and its goodwill. Executive agrees that the breach of any covenant or agreement contained herein will result in irreparable inj... | Label: Remedies |
9d462ae4-13f8-438f-8329-085599792515 | Clause:
(a) Each of the Lenders and each 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 take such actions on its behalf and to exercise such powers as are delegated to the Adm... | Label: Authority |
ce3f234d-d4cb-4b0b-9b0e-cd7e3a8cb3d9 | Clause:
The waiver by either Party of a breach of any provision of this Agreement shall not be construed as a waiver of any subsequent breach. The failure of a Party to insist upon strict adherence to any provision of this Agreement on one or more occasions shall not be considered a waiver or deprive that Party of the ... | Label: Waivers |
d7ca8229-5675-4e99-9ee6-3c880dfe4d3f | Clause:
The Borrower will not, and will not permit any Subsidiary to (a) directly or, to the knowledge of the Borrower or any Subsidiary, indirectly, use the proceeds of any Borrowing or LC Credit Extension, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or any ot... | Label: Use Of Proceeds |
007ff009-9f62-41bf-9976-86d06311a8ac | Clause:
To the fullest extent permitted by law, Borrower hereby irrevocably and unconditionally waives and releases (i) all benefit that might accrue to Borrower by virtue of any present or future statute of limitations or law or judicial decision exempting the Property from attachment, levy or sale on execution or pro... | Label: Notices |
2064aa67-a448-44dc-bc87-b746e387ddfa | Clause:
Schedule 4.17 of the Company Disclosure Schedules sets forth a true and complete list of all patents and patent applications, registered trademarks or service marks and applications to register any trademarks or service marks, registered copyrights and applications for registration of copyrights owned by the Co... | Label: Intellectual Property |
07d02207-e740-445b-a455-162a8a710807 | Clause:
If the Parties are unable to resolve the Dispute within ninety (90) days following the receipt of the Notice of Dispute, either Party may submit the matter to be resolved by binding arbitration conducted by the office of the American Arbitration Association in Houston, Texas (“ AAA ”). The arbitration shall be ... | Label: Arbitration |
d8ed6120-e9dc-477e-b7de-400e85206ebe | Clause:
The Plan, all Award Agreements, and all related matters shall be governed by the laws of the State of Maryland, without regard to choice of law principles that direct the application of the laws of another state. The jurisdiction and venue for any disputes arising under, or any action brought to enforce (or oth... | Label: Governing Laws |
932bc248-d88c-4e05-84dd-d4b15f470d53 | Clause:
To the extent any of the events set forth in Sections 3.01 or 3.02 occur before the Executive receives any Incentive Compensation due hereunder, any such Incentive Compensation shall be forfeited as determined by the Company in its sole discretion.
Task: Classify this clause into ONE of these types (exactly on... | Label: Forfeitures |
ce65e83c-e3bf-4185-9fb8-622724e7e348 | Clause:
Each of the Holding Company, the Borrower and the Borrower’s Subsidiaries has timely filed or caused to be filed all United States Federal and all other material Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes tha... | Label: Taxes |
561a4f00-871b-430b-b169-8cd2e5f863cc | Clause:
The Borrower shall have paid to the Arrangers, the Administrative Agent and the Lenders all costs, fees and expenses (including legal fees and expenses, title premiums, survey charges and recording taxes and fees) and other amounts due and payable on or prior to the Closing Date pursuant to the Credit Documents... | Label: Fees |
434e6ee3-5731-4552-9400-b6814bc7da93 | Clause:
Producer shall pay or cause to be paid all valid levies, assessments, duties, rates and taxes (together “ Taxes ”) on Product delivered hereunder that arise prior to, or as a result of, the sale and Delivery of Product at the Delivery Point. Gavilon shall pay or cause to be paid all Taxes, including fuel or ex... | Label: Taxes |
ec656cbd-c61d-4207-84e9-3b09b11699a3 | Clause:
Section 3.12 of the Disclosure Letter and Section 3.12 of the Disclosure Letter Supplement sets forth, as of the Effective Date and the Amendment No. 2 Effective Date, respectively , the name, type of organization and jurisdiction of organization of, and the percentage of each class of Equity Interests owned by... | Label: Subsidiaries |
a006b63a-d848-4f68-8ad4-5f0d317923cb | Clause:
Unless terminated earlier, this Agreement shall continue in effect until the twentieth (20 th ) anniversary of the date hereof and from year to year thereafter (with the initial term of this Agreement deemed extended for each of any such additional year) until such time as this Agreement is terminated, effectiv... | Label: Terms |
cca271a4-4859-4160-8328-92ca6462ef96 | Clause:
The Guarantor and each of its Subsidiaries (i) is duly organized and validly existing under the laws of the jurisdiction of its incorporation, (ii) has the corporate power and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct the business... | Label: Compliance With Laws |
4171d313-bb60-49f6-8a0c-f0152ecbbfa8 | Clause:
In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, Intrexon and the Company will be entitled to specific performance under the Transaction Documents. The parties agree that monetary damages may not be adequate compensation for any loss incurred... | Label: Remedies |
00c45782-8339-4115-8ac4-10db79a77077 | Clause:
This Agreement may be executed in two or more counterparts, all of which will be considered one and the same agreement and will become effective when counterparts have been signed by each of the parties and delivered to the other parties, it being understood that each party need not sign the same counterpart.
... | Label: Counterparts |
f0974fb9-3b16-4681-b6aa-2b98cde09e65 | Clause:
This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns, and the term “Pledgee” shall be deemed to include any other holder or holders of any of the Obligations. In case a court of competent jurisdiction shall hold any provision in this Pl... | Label: Miscellaneous |
9f7d2d7e-9e90-4a4e-902a-fb087856452b | Clause:
If any term or provision of this Agreement, or the application thereof to any person or under any circumstance, shall to any extent be invalid or unenforceable, the remainder of this Agreement, or the application of such terms to the persons or under circumstances other than those as to which it is invalid or u... | Label: Severability |
fbbd960c-a25f-411c-bfdc-1beed03be267 | Clause:
(a) Execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements and other documents), that the Collateral Agent may reasonably request (including, without limitation, those required by appl... | Label: Further Assurances |
15eaa12f-d1bf-4461-81aa-00589eba2fa1 | Clause:
Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company in care of the Secretary of the Company at the Company’s principal office, and any notice to be given to Grantee shall be addressed to Grantee at Grantee’s last address reflected on the Company’s records. B... | Label: Notices |
bf076e86-23d1-4be5-8835-cdfc440f8316 | Clause:
This Agreement shall be effective as of the Effective Date and shall remain in effect unless terminated for material breach in accordance with the provisions of this Article 15.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Ap... | Label: Terms |
7130bcdf-22a7-40a5-b243-69d8f81189a4 | Clause:
The Company hereby continues to employ Executive for a term (as the same may be extended, the “ Term ”) commencing as of August 15, 2017 and continuing until August 15, 2020, unless terminated earlier in accordance with the provisions of Section 7. On August 15, 2020, the Term shall automatically be extended fo... | Label: Terms |
47a59f14-c91d-456d-b54e-aaaa66bf5965 | Clause:
No Event of Default or Default shall have occurred and be continuing on such date, or would exist after giving effect to the Advances requested to be made, on such date and, in the case of the Advances made on the Closing Date, after giving effect to the consummation of the Transactions; provided, however that ... | Label: No Defaults |
485bdc37-922a-4ccc-a95c-5edd0025a9b6 | Clause:
Payor, on behalf of Licensee, shall pay all costs relating to or arising out of the collection of any delinquent License Fee amount, including, but not limited to, any and all collection fees, collection agency fees, reasonable attorneys’ fees, accountants’ fees, court costs, and expenses.
Task: Classify this ... | Label: Costs |
0e13117c-2474-4042-a899-22043e6d31fb | Clause:
Each party’s obligations under this §4.13 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.
Task: C... | Label: Survival |
93a0371e-767b-4168-afab-7c676c2e6973 | Clause:
Upon a Change in Control, all outstanding unvested shares of Restricted Stock then held by the Participant under this Award shall fully vest and all restrictions shall lapse.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Appli... | Label: Change In Control |
905e53ae-3614-4661-877b-64f6e41cef40 | Clause:
THE PARTIES TO THIS AGREEMENT EACH HEREBY WAIVES, AND AGREES TO CAUSE ITS AFFILIATES TO WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (a) ARISING UNDER THIS AGREEMENT OR (b) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEAL... | Label: Waiver Of Jury Trials |
e2987751-58b3-4b55-bd12-256daaa17a34 | Clause:
This Release and the Severance Agreement constitute the entire agreement between the Company and you as to their subject matter, and fully supersede any prior agreements or understandings between the parties. This Release cannot be amended except in a writing signed by you and an authorized representative of th... | Label: Entire Agreements |
eb8f7161-671f-48d0-aea6-2d1bc743dec9 | Clause:
On the Closing Date (as defined below), the Company will issue and deliver (or cause to be issued and delivered) the Exchange Notes to the Holders, or in the name of a custodian or nominee of the Holders, or as otherwise requested by the Holders in writing, and the Holders will surrender to the Company the Orig... | Label: Closings |
9ae06270-4138-4b95-9a0d-8c5c0e3dda4c | Clause:
Neither the Borrower nor or any Affiliate of the Borrower is in violation of any Anti-Terrorism Law or engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law.
Task... | Label: General |
9245ffde-b5fb-4960-8487-d3fdfd61977c | Clause:
All outstanding shares of capital stock of KEC has been duly and validly issued and are fully paid and non-assessable (other than any assessment on the shareholders of KEC that may be imposed as a matter of law) and are owned by Parent. KEC does not have outstanding any capital stock or other securities convert... | Label: Capitalization |
b1300ab9-cf68-4be8-b1b0-6e0374ec985d | Clause:
The Assignee (a) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements delivered on or before the date hereof pursuant to Sections 5.01(k) and 7.01(a) thereof and such other documents and information as it has deemed appropriate to make its own credit ana... | Label: Representations |
05115e80-772d-4ad8-8217-ec75050f6192 | Clause:
Each of the Parties shall comply with all applicable laws, rules and regulations, including without limitation any Internet regulations or policies, data privacy laws and applicable export laws, of the United States in connection with each Party’s respective performance pursuant to this Agreement. Furthermore S... | Label: Compliance With Laws |
80a4c7b0-c4a9-45c9-9fc8-5857f5a7dad5 | Clause:
All communications and notices hereunder shall (except as otherwise expressly permitted herein) be in writing and given as provided in Section 10.2 of the Credit Agreement. All communications and notices hereunder to any Subsidiary Guarantor shall be given to it in care of the Borrowers’ Agent as provided in Se... | Label: Notices |
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