id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
c783177f-49c4-4546-81a6-789b93c85806 | Clause:
All of each Borrower’s obligations under this Article III shall survive repayment of all other DIP Term Credit Obligations hereunder and resignation of the Administrative Agent.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Ap... | Label: Survival |
8f11bbde-62d8-46b2-9126-c832fb246805 | Clause:
Each of Parent, the Company and the Surviving Entity will be entitled to deduct and withhold from the consideration otherwise payable to any Equityholder or Blocker Seller such amounts as are required to be deducted and withheld with respect to the making of such payment under the Code or under any other Legal ... | Label: Tax Withholdings |
f6e53ff3-d066-4da7-9c1f-7a9505a6988d | Clause:
The execution, delivery and performance by the Company of this Agreement, the consummation by the Company of the transactions herein contemplated and the compliance by the Company with the terms hereof do not and will not, with or without the giving of notice or the lapse of time or both: (i) result in a materi... | Label: No Conflicts |
a7261f9d-f42f-4e11-9492-3f364bef798e | Clause:
Any Lender may at any time, without the consent of, or notice to, the Loan Parties or the Agent, sell participations to any Person (other than a natural person or the Loan Parties or any of the Loan Parties’ Affiliates or Subsidiaries) (each, a “ Participant ”) in all or a portion of such Lender's rights and/or... | Label: Participations |
a71f43db-dfe7-4b5b-966f-ff1057cb8055 | Clause:
The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned by any party to this Agreement (by operation ... | Label: Assignments |
324fcb56-bcf8-4f42-97d5-d74debf7dc1b | Clause:
TPHX has been and is in compliance with, and has not received any notice of any violation of any, applicable law, order, ordinance, regulation or rule of any kind whatsoever, including without limitation the Securities Act, the Exchange Act, the applicable rules and regulations of the SEC or the applicable secu... | Label: Compliance With Laws |
a3c04bdd-aaef-433d-9c93-5b46365de6b7 | Clause:
Borrower shall promptly pay and discharge all taxes, assessments and other governmental charges imposed upon Borrower or any Subsidiary or upon the income, profits, or property of Borrower or any Subsidiary and all claims for labor, material or supplies that, if unpaid, might by law become a lien or charge upon... | Label: Taxes |
cb228edf-0a42-4b3c-a911-4c522babab15 | Clause:
To the extent required by law, the Company shall withhold or cause to be withheld income and other taxes incurred by the Recipient by reason of a grant of Shares, and the Recipient agrees that he or she shall upon the request of the Company pay to the Company an amount sufficient to satisfy its tax withholding ... | Label: Tax Withholdings |
7b5c6046-063b-4f9a-8f3c-e5a4db8a44e2 | Clause:
The Parties to this Agreement hereby understand, acknowledge and agree that the provisions of: (i) Article 17 of Tornier N.V.’s Articles of Association; (ii) any similar provisions in the charter documents of the Company and any affiliated entity and (iii) the Indemnification Agreement dated as of June 10, 2013... | Label: Indemnifications |
01b143dc-8b03-4813-8f82-6d3bc3d62a16 | Clause:
The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as the Company was ... | Label: Financial Statements |
0c9f7a63-f10f-4605-b812-a66740d66bfa | Clause:
Except for statutory mechanics’ and material men’s liens, liens for current taxes not yet delinquent, the Parties own, free and clear of any liens, claims, charges, options, or other encumbrances, all of their tangible and intangible property, real and personal (except that sold or disposed of in the ordinary c... | Label: Liens |
e93f3380-501c-4e44-811b-7dd80d083030 | Clause:
For purposes of this Agreement and the Performance RSUs granted hereunder, the following defined terms shall have the meanings set forth below, provided that, if the Employee is a party to an employment agreement with the Company which contains any of the defined terms below, the meanings set forth in the Emplo... | Label: Definitions |
00f88d02-7864-4834-a3b6-d9dc4faa0596 | Clause:
Each Grantor agrees, jointly and severally, to defend, protect, indemnify and hold the Collateral Agent and each of the Holders, jointly and severally, harmless from and against any and all claims, damages, losses, liabilities, obligations, penalties, fees, costs and expenses (including, without limitation, rea... | Label: Indemnity |
7fe0bf85-2136-467c-a92f-fb0ebfdf6a10 | Clause:
All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivere... | Label: Notices |
ff9e0d68-3235-4ff0-83aa-6c1b06f434f7 | Clause:
This Agreement may be executed simultaneously in any number of counterparts, each of which will be deemed an original, but all of which will constitute one and the same instrument. For purposes hereof, facsimile and electronically scanned pdf copies hereof and facsimile and electronically scanned pdf signature... | Label: Counterparts |
0015099c-74ac-428d-a8dc-f01aa6e0a660 | Clause:
If any provision of any of the Loan Documents shall be held invalid under any applicable law, such invalidity shall not affect any other provision of the Loan Documents that can be given effect without the invalid provision, and, to this end, the provisions of the Loan Documents are severable.
Task: Classify t... | Label: Severability |
b16d50be-3edf-4700-9fc6-d0523e35b451 | Clause:
The aggregate number of shares and type of all authorized, issued and outstanding classes of capital stock, options and other securities of the Company (whether or not presently convertible into or exercisable or exchangeable for shares of capital stock of the Company) is set forth in Schedule 3.1(g) hereto. ... | Label: Capitalization |
f71760e3-3b49-4965-a99b-b76627cf4d8e | Clause:
Except as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: (i) each Group Member and each of their respective ERISA Affiliates is in compliance with the applicable provisions of ERISA and the provisions of the Code relating to Plans and the regulations and p... | Label: Erisa |
ba4f8c60-0fca-49df-b467-7f7f493f9794 | Clause:
If Tenant signs as a corporation, limited liability company, or a partnership, or other business entity each person executing this Lease on behalf of Tenant hereby covenants and warrants that Tenant is a duly authorized and existing entity, that Tenant is duly qualified to do business in Massachusetts, that Ten... | Label: Authority |
0c0efb3f-0354-44e1-bdd1-7202baed2258 | Clause:
In the event of a termination of the Term of Employment pursuant to any of Sections 5.3, 5.4 or 5.5 above, a condition precedent to the Company's obligation to make or continue to make the payments associated with such termination and/or to provide the continued vesting under Section 5.7 shall be your execution... | Label: Releases |
1469e6ff-e45d-43d6-b03e-fe6334481a78 | Clause:
The Board shall establish such other conditions and restrictions on any shares of Restricted Stock as it may deem advisable, including time-based restrictions, or restrictions under applicable laws or under the requirements of any stock exchange or market upon which shares of Stock are then listed or traded, or... | Label: Forfeitures |
0ac284bf-a0c2-427e-bcbd-5d195894d7be | Clause:
From the Effective Date until the expiration or earlier termination of this Agreement, Seller and Buyer shall use commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things, necessary, proper or advisable to consummate the transactions described in thi... | Label: Further Assurances |
2cd38ca6-5cf2-4c85-84ed-554b4beb5bb2 | Clause:
All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivere... | Label: Notices |
668e0b6a-2726-4304-b0d1-cccad397d534 | Clause:
This Amendment No. 2 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. Signatures provided by facsimile transmission or in Adobe TM Portable Document Format (PDF) sent by electronic mail shall be deemed... | Label: Counterparts |
477712d5-5ad7-4ff7-8c03-808cbcd67bf2 | Clause:
The representations and warranties made by the Stockholder in this Voting Agreement shall not survive any termination of the Merger Agreement or this Voting Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable L... | Label: Warranties |
9c5ce400-12f7-4a7d-9884-fa090ed983f3 | Clause:
No modification, amendment or waiver of any provision of this Agreement will in any event be effective unless it is in writing and signed by all Parties.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals... | Label: Modifications |
d6542e56-d524-4fe3-a90f-5c58a19ecf36 | Clause:
Tenant shall deliver, within 90 days of the close of each fiscal year: (i) annual financial statements of Tenant prepared by Tenant, such statements to be audited and certified by an independent accounting firm if Tenant regularly receives such audited statements; and (ii) an annual income statement for each Pr... | Label: Financial Statements |
12521ddf-6c76-4643-88c4-aec5b6c3a832 | Clause:
WESTERN has materially complied with all laws, statutes, ordinances, orders, rules, and all judgments, decisions and orders entered by any federal, state, local or foreign court or governmental authority or instrumentality applicable or relating to WESTERN or its businesses or properties ("WESTERN Applicable La... | Label: Compliance With Laws |
cdaf40ae-4e39-4f8b-8acd-58a0901223fd | Clause:
Pursuant to Section 2.09 of the Credit Agreement and subject to the terms and conditions set forth herein and in reliance upon the representations and warranties set forth herein, the Administrative Agent and the Lenders signatory hereto hereby consent to the Termination Date Extension and agree that the defini... | Label: Consents |
3a376ce7-4877-4f4e-b851-9c8d463be26a | Clause:
Maintain, in addition to what is required by any Loan Document, insurance policies with insurance companies acceptable to Bank in its reasonable discretion and in such amounts and covering such risks as are usually carried by entities engaged in similar businesses and owning similar properties in the same gener... | Label: Insurances |
cfd07785-7169-470f-b59f-f9ceb80fea1b | Clause:
No modification or waiver of any provision of this Agreement or consent to departure therefrom shall be effective unless in writing and approved by the Company and the Purchasers then-holding at least a majority in interest of the outstanding Total Loan Amount (the “ Majority Holders ”). Any provision of the No... | Label: Waivers |
65b74784-97d1-4623-b07b-96064fe0f458 | Clause:
For the convenience of the parties any number of counterparts hereof may be executed, and each such executed counterpart shall be deemed an original, and all such counterparts together shall constitute one and the same instrument. Facsimile or .PDF transmission of an executed counterpart of this Second Amendmen... | Label: Counterparts |
2d0329ce-bf7f-4ee7-9d8e-794eaded1858 | Clause:
This AGREEMENT and any amendments, waivers, consents or supplements may be executed in as many counterparts as may be deemed necessary or convenient, and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed an original, but all such counterparts shall consti... | Label: Counterparts |
e44e0080-0a86-4ebe-8cb4-eabe53e75183 | Clause:
Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company confirms that neither it nor any other Person acting on its behalf has provided the Purchaser or its agents or counsel with any information that it believes constitutes material, n... | Label: Disclosures |
481bac51-66b1-44fc-ad02-260f66d6e741 | Clause:
Subject to the provisions of Section 2.19 (which shall be controlling with respect to the matters covered thereby), in the event that any Lender shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that any law, treaty or governmental ru... | Label: Taxes |
231e5e86-39b3-4e4c-888a-f56b327d3b68 | Clause:
The Borrower shall default in the payment (i) when due of any principal of any of the Loans or (ii) within three Business Days of when due of any interest on the Loans or of any fees owing hereunder or any of the other Credit Documents or (iii) within ten days of when due of any other amounts owing hereunder, u... | Label: Payments |
b65ab919-6acb-4b7a-a80c-819dc15d1d7c | Clause:
The Term of Employment shall terminate earlier than the Third Anniversary upon the earliest to occur of (i) Employee’s death, (ii) a termination by the Company by reason of a Disability, (iii) a termination by the Company with Cause, (iv) the one (1) year anniversary of the date on which Employee receives the C... | Label: General |
a22249f6-f6e3-4ef2-bc4e-ab0a34d78658 | Clause:
This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument. This Agreement shall become binding when one or more counterparts of this Ag... | Label: Counterparts |
4d53f979-8ab6-45fc-835d-da5ba1043b42 | Clause:
Other than as disclosed in writing to Buyer, the Company and Subsidiary have no actions, suits, or proceedings pending, at law or in equity, before any court or other governmental agency or instrumentality, domestic or foreign, or before any arbitrator of any kind. The Seller has no knowledge of any default on ... | Label: Litigations |
dafd76f6-3fd6-48bf-990b-85d2df75314b | Clause:
The Companies shall execute and deliver such further instruments and do such further acts and things as may be required to carry out the intent and purposes of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Appl... | Label: Further Assurances |
7795bbe4-0946-4644-964d-1eef4897df83 | Clause:
(1) Subject to Section 2.19(c), the Borrower agrees to pay to the Administrative Agent for the account of each Lender an Unused Fee, which shall accrue at the Applicable Rate per annum on the daily unused amount of the Commitment of such Lender during the period from and including the Effective Date to but excl... | Label: Fees |
3b8529be-36fc-4d22-935b-0762d740fe81 | Clause:
All fees required to be paid on the Closing Date pursuant to the Fee Letter and all reasonable, documented and invoiced out-of-pocket expenses payable by Parent to the Lenders, the Arrangers and the Agents on or before the Closing Date (as previously agreed upon in writing by Parent) shall have been paid to the... | Label: Fees |
76b70681-7284-47b0-a6d8-5d2b08ad2a3e | Clause:
Any Unvested Profits Units that are forfeited pursuant to the terms of an Award Agreement and any Profits Units that are Vested Profits Units but have not achieved the criteria for conversion to Units of Partnership Interest prior to the tenth (10 th ) anniversary of the date of grant and accordingly are forfei... | Label: Forfeitures |
ae38ff1c-d35a-45e2-a900-dea8ac791d99 | Clause:
The cure period and notice provisions set forth in the Credit Agreement shall be applicable to any Default under this Collateral Assignment.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration... | Label: Notices |
415b79b5-27ef-4395-a777-e63d84e9a415 | Clause:
To promptly give notice in writing to Bank of any litigation pending or threatened against Borrower.
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, Autho... | Label: Litigations |
73b8dde7-1995-4b68-9adf-d4c51b853807 | Clause:
Subject to the terms and conditions of this Agreement, through the Closing Date, each Party shall use its commercially reasonable efforts to take, or cause to be taken, all actions required by the terms of this Agreement of such Party that are reasonably necessary, proper or advisable to consummate and make eff... | Label: Further Assurances |
e5e357d0-2c7b-434c-a1e3-ae6d3fd80ee5 | Clause:
The headings contained in this Amendment are for reference purposes only and do not affect in any way the meaning or interpretation of this Amendment.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, A... | Label: Headings |
ec7f401a-de30-466c-bddb-dce0815765c8 | Clause:
The Corporation shall use the portion of the aggregate Purchase Price that is deposited at the Closing into the Financing Account in accordance with the Finance Account Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, ... | Label: Use Of Proceeds |
499f8763-ecb4-4d1a-bd1c-dbf9e6ca7768 | Clause:
As a condition to the Company's obligation to issue shares of Common Stock upon exercise hereof, the Holder shall execute the Subscription Agreement attached hereto as Annex A.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, App... | Label: Agreements |
36babc48-9ae5-4ba9-9b94-c4a1fbd8f89c | Clause:
Immediately prior to giving effect to the transactions contemplated by this Agreement, the authorized capital stock of the Company consists of (i) 350,000,000 shares of common stock, par value $0.001 per share (“ Common Stock ”), of which 143,182,111 shares are issued and outstanding, and (ii) 25,000,000 shares... | Label: Capitalization |
70960a13-4712-4d00-8b09-e87a1fbefc8a | Clause:
This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be fully performed therein. Any disputes that arise under this Agreement, even after the termination of this Agreement, will be heard only in the state or federal courts lo... | Label: Governing Laws |
0a49b63a-a444-442f-aeeb-68b8ef9af7b9 | Clause:
The Committee shall set forth in the applicable Performance Share Award Agreement the performance goals and objectives (and the period of time to which such goals and objectives shall apply) which the Holder and/or the Company would be required to satisfy before the Holder would become entitled to the receipt o... | Label: Terms |
bc200ffe-df6e-4c14-942c-775890c0c690 | Clause:
The Company shall (a) by 9:00 a.m. (New York City time) on the Trading Day immediately following the date hereof, issue a press release disclosing the material terms of the transactions contemplated hereby, and (b) file a Current Report on Form 8-K, including the Transaction Documents as exhibits thereto, with ... | Label: Publicity |
0a397fea-b2e9-4990-96a6-fb44f1686d01 | Clause:
THIS AMENDMENT AND THE OTHER AMENDMENT DOCUMENTS AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AMENDMENT OR ANY OTHER AMENDMENT DOCUMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY SHALL (EXCEPT, AS TO A... | Label: Applicable Laws |
7672419b-9713-4266-a471-503a3bb58424 | Clause:
This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns; provided, that no Party to this Agreement will assign its rights or delegate any or all of its obligations under this Agreement without the express prior written consent of the oth... | Label: Assignments |
27566d90-4ddc-45a6-99de-33a039193028 | Clause:
This Note shall be governed by and construed in accordance with the domestic substantive laws of the State of Nevada, without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any other jurisdiction.
Task: Classify this clause into ONE of these typ... | Label: Governing Laws |
ad5d6b44-5f2d-4597-a0f6-6a59c9df532c | Clause:
Provided that no Default or Event of Default has occurred and is then continuing, the Borrower shall have the option to (a) convert at any time following the third Business Day after the Closing Date all or any portion of any outstanding Base Rate Loans in a principal amount equal to $1,000,000 or any whole mul... | Label: Notices |
c09e03d1-f20c-47f0-888a-1fed3b838efd | Clause:
During the Term and thereafter, the Executive shall cooperate with the Company and its parents, subsidiaries and affiliates, upon the Company’s reasonable request, with respect to any internal investigation or administrative, regulatory or judicial proceeding involving matters within the scope of the Executive’... | Label: Cooperation |
2b8f81b2-0953-4638-9265-471245546be5 | Clause:
If the transactions contemplated herein are not consummated, or following the occurrence of a Termination Date, if applicable, nothing herein shall be construed as a waiver by any Party of any or all of such Party’s rights, other than as provided in Section 17 of this Agreement, and the Parties expressly reser... | Label: Waivers |
f44cb0f8-88fb-45b9-923d-d9b2b9313ecf | Clause:
Each of the Loan Parties has the requisite corporate power and authority to execute and deliver this Amendment 2 and any other Loan Documents delivered in connection therewith, and to perform its obligations hereunder and under such Loan Documents (as amended or modified hereby) to which it is a party. The exec... | Label: Authority |
3e28f372-6a2d-4f56-91f9-662a8b3aed0b | Clause:
All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and... | Label: Survival |
b4115612-d4bf-467b-ba6b-3db63bc1161a | Clause:
This Agreement constitutes the entire agreement between the parties with respect to the Shares, and supersedes all prior agreements and understandings, relating to the subject matter of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, ... | Label: Entire Agreements |
98948039-d832-4157-a8b9-d18de6e87b08 | Clause:
The following provisions shall survive any expiration or termination of this Agreement: ARTICLE 1, 10, 11, 13, 14 and Sections 7.6, 8.1, 12.5, 12.6, 12.7, and 12.8.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption La... | Label: Survival |
f3d9461b-9b71-43b5-a91f-63076c318e86 | Clause:
This Agreement shall be governed by and interpreted under the laws of the State of Delaware, without giving effect to the principles of conflicts of law of any jurisdiction.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applic... | Label: Governing Laws |
76efea17-d969-4170-9f13-9af97a8afb4e | Clause:
EDC agrees with the Borrower that it will use its reasonable efforts to keep confidential and not to disclose any non-public information supplied to it and marked as such by the Borrower in connection with this Agreement, provided that nothing herein shall limit the disclosure of any such information: (a) to th... | Label: Confidentiality |
94f801fe-7780-44a2-8a76-b6694bc4178b | Clause:
The representations and warranties of the Borrower set forth in Article III shall be true and correct in all material respects on and as of the date of such Borrowing with the same effect as though made on and as of such date at the time of and immediately after such Borrowing.
Task: Classify this clause into ... | Label: Representations |
9a2834ad-5e31-4dc1-833d-5e95c101dbae | Clause:
EACH PARTY HERETO EXPRESSLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY LAWSUIT OR PROCEEDING RELATING TO OR ARISING IN ANY WAY FROM THIS AGREEMENT, THE CIC SEVERANCE PLAN OR THE MATTERS CONTEMPLATED HEREBY.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendment... | Label: Waiver Of Jury Trials |
868cb011-f739-4c75-9521-407eaf483a94 | Clause:
Each Borrower jointly and severally agrees to indemnify the Lender against any liabilities, losses or expenses (including, without limitation, loss of margin, any loss or expense sustained or incurred in liquidating or employing deposits from third parties, and any loss or expense incurred in connection with fu... | Label: Indemnity |
09fc0d10-8a77-462d-b8ad-72d016ed9679 | Clause:
By 8:30 a.m. (prevailing Central time) on the Trading Day immediately following the Closing, the Company shall issue a press release (the “ Press Release ”) reasonably acceptable to the Placement Agent disclosing all material terms of the transactions contemplated hereby. On or before 8:30 a.m. (prevailing Cent... | Label: Publicity |
b47b6492-d96d-4c2e-b63a-25b09b0a9059 | Clause:
Each Option granted under the Plan must be evidenced by an Award Agreement. At the time any Option is granted, the Committee will determine whether the Option is to be an Incentive Stock Option described in Code Section 422 or a Nonqualified Stock Option, and the Option must be clearly identified as to its stat... | Label: Terms |
ab0794c5-6be1-44b3-8bad-58837a17b597 | Clause:
Except as the Committee may otherwise permit pursuant to the Plan, the rights and interests of the Recipient under this Agreement may not be sold, assigned, encumbered, pledged, or otherwise transferred except in the event of the death of the Recipient, by will or by the laws of descent and distribution. In the... | Label: Assignments |
78d0fd4d-ec99-448c-9f42-f6725fb5349a | Clause:
Employee hereby represents to the Company that he has read and understands, and agrees to be bound by, the terms of this Section 7. It is the desire and intent of the parties hereto that the provisions of this Section 7 be enforced to the fullest extent permitted under applicable law, whether now or hereafter... | Label: Enforcements |
42db6a90-98d0-47ae-a41a-c5f027a4c03e | Clause:
Seller has obtained all consents and permissions (if any) related to the transactions herein contemplated and required under any covenant, agreement, encumbrance, law or regulation by which Seller or the Property is bound.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agr... | Label: Consents |
9efcdc10-bcd0-4ba7-b381-b2f58db1bdf6 | Clause:
The initial term (the “Initial Term”) of this Agreement shall commence on the Plan Effective Date and end on December 31, 2019. No earlier than ninety (90) days and no later than sixty (60) days prior to the expiration of each of the Initial Term and any Successive Terms (as defined below), the Independent Dire... | Label: Terms |
3bf10289-9baa-4961-8abd-3136df8acdda | Clause:
The Company and each of its Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as management of the Company believes to be reasonable and customary in the businesses in which the Company and its Subsidiaries are engaged. To the Company’... | Label: Insurances |
e3ea53ef-158e-4d1a-8221-628b29eb4204 | Clause:
This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without any effect whatsoever on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the Closing has not been consummated on or before September 15, 2016;... | Label: Terminations |
3d6b7083-cc36-449c-b1cb-d2c3bca0c7cf | Clause:
Each Loan Party and each of the Restricted Subsidiaries has duly complied, and its properties and business operations are in compliance, in each case in all respects, with all applicable Laws (including Environmental Laws and with respect to Environmental Permits), except where noncompliance could not reasonabl... | Label: Compliance With Laws |
4760e239-9053-4fa3-a2cf-250b545fcd82 | Clause:
Except as set forth on Schedule 3.1(g) of the Disclosure Schedule, the Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s stock option plans as set forth on said Schedule... | Label: Capitalization |
6772aeb7-58fe-472d-972a-623dc479b5ff | Clause:
Each of the Loan Parties hereby irrevocably and absolutely waives any defenses, claims, counterclaims and setoffs and releases the Administrative Agent, the L/C Issuer and the Lenders from any and all claims, demands or causes of action of any kind, nature or description, whether arising in law or equity or upo... | Label: Releases |
24b4b2c5-48b5-48ae-8250-a4899345fed2 | Clause:
Pledgor (i) is duly organized, validly existing and in good standing under the laws of its jurisdiction of formation, has the same legal name as it appears in Pledgor’s organizational documents and (ii) has all powers and all governmental licenses, authorizations, registrations, permits, consents and approvals ... | Label: Existence |
02b71202-6ba4-4609-97c2-c5f128419d9d | Clause:
No delay by Holder in exercising any power or privilege hereunder, nor any single or partial exercise of any power or privilege hereunder, shall preclude any other or further exercise thereof, the exercise of any other power or privilege hereunder.
Task: Classify this clause into ONE of these types (exactly on... | Label: No Waivers |
87f13836-bce2-4f07-8034-5e8c024c3f9b | Clause:
The Borrower will not, and will not permit any Subsidiary to, create or acquire any additional Subsidiary unless the Borrower gives prior written notice to Agent of such creation or acquisition and complies with Section 10.1.13 . The Borrower shall not, and shall not permit any Restricted Subsidiary to, sell, ... | Label: Subsidiaries |
04bccd46-bf92-4eeb-8927-95ce9eb51253 | Clause:
This Agreement contains the entire agreement among the Parties with respect to its specific subject matter and supersedes any prior oral and written communications, agreements and understandings among the Parties concerning the specific subject matter hereof, including, without limitation, the Prior Employment ... | Label: Entire Agreements |
ba6be0e5-f7b6-4a27-a945-e3a2684b134c | Clause:
The parties to this Agreement acknowledge that they have each carefully read and reviewed this Agreement with their respective counsel, and therefore agree that the rule of construction that ambiguities shall be construed against the drafter shall not be applicable.
Task: Classify this clause into ONE of these... | Label: Interpretations |
3fd64b7b-afa7-443c-883a-91b9f7c4cb22 | Clause:
Assignor hereby agrees to execute such other instruments and perform such other acts as might be reasonably required by Assignee or Assignee’s counsel to enforce the rights assigned to Assignee hereunder.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendment... | Label: Further Assurances |
f391dd8b-67ae-4d71-97b2-5bb2a061fda2 | Clause:
Any amounts payable to any Indemnified Parties under this Agreement shall become immediately due and payable on demand and, if not paid within ten (10) days of such demand therefor, shall bear interest at the lesser of (a) the Interest Rate due and payable following the occurrence of an Event of Default pursuan... | Label: Interests |
c857f786-219a-4800-b319-763910077b0f | Clause:
Jury Trial . SUBJECT TO SECTION 8.3, ALL JUDICIAL PROCEEDINGS BROUGHT AGAINST THE PARTIES ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OBLIGATIONS HEREUNDER, OR THE TRANSACTIONS CONTEMPLATED HEREBY, SHALL BE BROUGHT IN ANY STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE OF DELAWARE. BY EXECUT... | Label: Consent To Jurisdiction |
9c9817ca-a748-4332-a4db-012a960444ca | Clause:
Any determination by the Committee in connection with any question or issue arising under the Notice, the Plan or this Award Agreement shall be final, conclusive and binding on the Participant, the Company and all other persons. Any question or dispute regarding the interpretation of this Award Agreement or the... | Label: Interpretations |
6fbdf655-8ffa-42bc-9c95-d024d54834e5 | Clause:
(a) The Loans comprising each ABR Borrowing (including each Swingline Loan) shall bear interest for each day on which any principal of such Loans remains outstanding at the Alternate Base Rate for such day plus the Applicable Rate for ABR Loans for such day.
Task: Classify this clause into ONE of these types (... | Label: Interests |
342710e0-e93b-4ef4-9592-2ae3480a3129 | Clause:
This Agreement will be governed by and construed and enforced in accordance with the laws of the State of Ohio without reference to the conflict of laws principles thereof. Each of the Parties irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations ar... | Label: Applicable Laws |
bbf832a1-4288-4499-99e6-be72db26036b | Clause:
This Award Agreement will be governed by the laws of the State of New York, without giving effect to the conflict of law principles thereof. For purposes of litigating any dispute that arises under this Award of Restricted Stock Units or this Award Agreement, the parties hereby submit to and consent to the jur... | Label: Governing Laws |
3895e276-c7a7-47fd-bf90-f8aa869b6977 | Clause:
This Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A set of counterparts executed by all the parties... | Label: Counterparts |
dd800965-f124-4d9f-b375-d2328bce95f5 | Clause:
This Agreement, the Grant Notice, the Employment Agreement and the Plan together constitute the Participant’s and the Company’s entire understanding with respect to the subject matter hereof and supersede and void any and all prior agreements or understandings, written or oral, regarding the subject matter here... | Label: Entire Agreements |
31db17da-77f7-4ffc-82fb-5e753ed7b0d9 | Clause:
No waiver of any provision or condition of, or default under, this Agreement by any party shall be valid unless in writing signed by such party. No such waiver shall be taken as a waiver of any other or similar provision or of any future event, act, or default.
Task: Classify this clause into ONE of these type... | Label: Waivers |
c7a48090-8b8a-4615-8b68-3ece4edeb39d | Clause:
(a) The Company agrees to indemnify and hold harmless each Underwriter, its affiliates, agents, directors and officers and each person, if any, who controls such Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all losses, claim... | Label: Indemnifications |
948b65fd-4468-4328-be14-79186c4f15c2 | Clause:
In the event any provision of this NSNC Agreement is held illegal or invalid, the remaining provisions of this NSNC Agreement and the Agreement shall not be affected thereby. If any of the restrictions contained in this NSNC Agreement or any part thereof is held to be unenforceable, the Parties agree that the ... | Label: Severability |
d2ef4e3b-7641-4a8f-916e-b96f85439209 | Clause:
This Joinder shall bind the parties to this Joinder and their respective successors (including, without limitation, any successor to WestRock MWV as owner of record title to the Mill Real Property and any successor to Ingevity as owner of the Carbon Plant) and shall bind, and inure to the benefit of, their perm... | Label: Successors |
d0124bfa-bbf1-4589-8adb-37c002e3b0c1 | Clause:
Notices and all other communications under this Agreement shall be in writing and shall be deemed given when mailed by United States registered or certified mail, return receipt requested, postage prepaid, addressed as follows: if to the Company, to the principal headquarters of the Company, attention: General ... | Label: Notices |
6e35965f-d85c-43ce-8286-615fe67e2237 | Clause:
The Disclosed Information contains a complete and correct list of the insurance maintained in respect of the Company and its assets, together with details of all claims in excess of NOK 50,000 under any policy of insurance made by the Company in the 3 years before the date of this Agreement.
Task: Classify thi... | Label: Insurances |
19d20f79-7f1b-4788-80ad-746b55504c62 | Clause:
Assignor hereby assigns to Assignee all of Assignor’s right, title and interest in and to the Other Property Rights. Assignee hereby accepts such assignment and assumes and agrees to perform all of the terms, covenants and conditions to be observed or performed by Assignor under the Other Property Rights to the... | Label: Assignments |
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