id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
d909fdcc-423c-40ce-b1a7-e03bd17f10e9 | Clause:
The term of employment under this Agreement (the “Employment Period”) shall commence on December 1, 2017 and terminate on December 1, 2020, unless earlier terminated pursuant to the termination provisions set forth herein or extended for successive one-year periods outlined below in this paragraph. Notwithstand... | Label: Terms |
6a295250-86e8-4179-82c1-c69d9c59120c | Clause:
This Amendment may be executed by different parties on any number of counterparts, each of which shall constitute an original and all of which, taken together, shall constitute one and the same agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendment... | Label: Counterparts |
5f5974b3-fda4-4711-aadb-2f51e5e1f642 | Clause:
The award of the RSUs to Executive and the obligation of Newmont to deliver shares of Common Stock hereunder shall be subject to (i) all applicable federal, state, local and foreign laws, rules and regulations, and (ii) any registration, qualification, approvals or other requirements imposed by any government o... | Label: Compliance With Laws |
ed48436b-228d-4858-9b51-e8b371327e98 | Clause:
This Agreement shall be construed as to both validity and performance and enforced in accordance with and governed by the laws of the State of New York, without giving effect to the conflicts of law principles thereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreeme... | Label: Governing Laws |
6f9e9456-b158-4dc2-9a70-f183d0a2011f | Clause:
Any dispute, controversy or claim initiated by either Party arising out of, resulting from or relating to this Supply Agreement, or the performance by either Party of any obligation under this Supply Agreement, whether before or after termination of this Supply Agreement, shall be resolved by final and binding ... | Label: Arbitration |
f0b5bf7f-fd0d-44d3-99fc-9ddfe89b86e9 | Clause:
EACH PARTY HERETO IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY... | Label: Waiver Of Jury Trials |
c1969d8f-5124-44ef-83c7-82f28d5dc448 | Clause:
This Agreement may not be amended, altered or modified except pursuant to a written instrument executed by the Parties.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assign... | Label: Amendments |
29533777-75c7-41d2-b3a5-ba9eff6e6419 | Clause:
In the event a dispute arises (each, a “ Dispute ”), the Parties will attempt in good faith to resolve such Dispute, failing which either Party may cause such Dispute to be referred to the Executive Officers for resolution. The Parties shall attempt in good faith to resolve such Dispute by unanimous consent. If... | Label: Arbitration |
b4d3521b-d99b-438d-8e84-395c90820fc5 | Clause:
By accepting the Stock Option the Optionee expressly acknowledges and agrees that his or her rights, and those of any permitted transferee, under the Stock Option or to any Stock acquired under the Stock Option or proceeds from the disposition thereof, are subject to Section 6(a)(5) of the Plan (including any s... | Label: Forfeitures |
675c9eba-861d-4cd3-8b46-15204d9b7680 | Clause:
Upon the expiration of the Standstill Period, this Agreement will immediately and automatically terminate and no Party shall have any further right or obligation under this Agreement. Upon execution of this Agreement, the Prior Agreement will immediately and automatically terminate and no party thereto shall ha... | Label: Terminations |
0e3b87d6-c63e-49e0-927b-8056bf4af8cc | Clause:
This Agreement constitutes the entire understanding and agreement of the parties with respect to its subject matter and any and all prior agreements, understandings or representations with respect to its subject matter are hereby terminated and cancelled in their entirety and are of no further force or effect.
... | Label: Entire Agreements |
4cb35501-9a2d-49b8-a2a3-83cbb011bcb8 | Clause:
Notwithstanding any provision herein to the contrary, OUTFRONT’s obligation to make the payments provided for in paragraphs 7(c), 7(d) and 7(e) shall be conditioned on Executive’s execution of an effective release (with all periods for revocation set forth therein having expired), such date the “Release Effecti... | Label: Releases |
d81337be-629b-4283-b9e3-5b83af7ddbd8 | Clause:
Subject to the restrictions on dispositions of Member Interests herein contained, the provisions of this Agreement shall be binding upon, and inure to the benefit of, the Parties and their respective successors and permitted assigns.
Task: Classify this clause into ONE of these types (exactly one label):
Adjus... | Label: Binding Effects |
e522a51a-a6d2-4a9f-95be-a94e76207d44 | Clause:
Buyer warrants and represents to Seller that it has, and at Closing will have, all requisite power and authority to execute and deliver this Agreement and to consummate the transactions contemplated herein pursuant to the terms and conditions of this Agreement.
Task: Classify this clause into ONE of these type... | Label: Authority |
cd6bc2bd-26f7-453b-91d3-f607fe5670f7 | Clause:
Following the date of this Agreement, Xerox and Conduent shall use reasonable best efforts to cooperate in administering the Xerox DC Plans and the Conduent DC Plans for purposes of satisfying any obligations relating to the participation of any Conduent Employee or Former Conduent Employee under any Xerox DC P... | Label: Cooperation |
5ae48d7d-a576-46e8-adcd-a8e1ad5270c4 | Clause:
If Collateral Agent receives any payment with respect to a Term Loan for the account of Lenders on or prior to 2:00 p.m. (New York time) on any Business Day, Collateral Agent shall pay to each applicable Lender such Lender’s Pro Rata Share of such payment on such Business Day. If Collateral Agent receives any p... | Label: Payments |
3441c417-8c6c-4008-bd5f-2302ef93ce5d | Clause:
The Company shall make benefits available to Executive, including, but not limited to, vacation and holidays, sick leave, health insurance, and the like, to the extent and on the terms made available to other similarly situated employees of the Company. This provision does not alter the Company’s right to modif... | Label: Benefits |
0f7e8b48-f74d-4de9-8ab2-5dcc7df8fd6f | Clause:
This CSO Guaranty may be executed and delivered by the parties hereto in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. In proving this CSO Guaranty in any judicial proceedings, it shall not be necessary to produce or... | Label: Counterparts |
26ba7b60-adf1-46cb-975a-ecc59da6aad7 | Clause:
The Executive acknowledges that in the course of her employment with the Company and any predecessor or affiliated company, the Executive has become familiar with trade secret and other confidential information concerning the Company and their subsidiaries (collectively “ Aon ”). The Executive further acknowled... | Label: General |
c7d0b10f-0081-4f2a-8745-aba832a98acd | Clause:
Notwithstanding anything in this Agreement or the Plan to the contrary, if (A) a Change in Control occurs and (B) on or after the Change in Control and on or before the second anniversary of the Change in Control either (1) the Grantee has a Separation from Service by action of the Corporation or the Grantee’s ... | Label: Change In Control |
c5938853-223f-4dbd-9d8b-66e290df7dff | Clause:
(a) None of the terms or provisions of this Subsidiary Guarantee may be waived, amended, supplemented or otherwise modified except by a written instrument executed by the affected Subsidiary Guarantor(s) and the Administrative Agent in accordance with Section 10.1 of the Credit Agreement.
Task: Classify this c... | Label: No Waivers |
841fd4ba-7e15-4ef3-be28-abf33abae239 | Clause:
If the Total Credit Exposure of any Lender is increased in accordance with this Section 2.15 , Administrative Agent and Borrower shall determine the effective date (the “ Increase Effective Date ”) and the final allocation of such increase. Administrative Agent shall promptly notify Borrower and the Lenders of ... | Label: Effective Dates |
6a7d2e06-371f-45ba-9cf9-2ed776e9e1b3 | Clause:
If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such de... | Label: Severability |
bfdde312-7342-44a6-9e3b-2512e75e519c | Clause:
The Borrower or relevant Subsidiary Borrower agrees to indemnify each Lender for, and to hold each Lender harmless from, any actual loss or expense that such Lender may sustain or incur as a consequence of (a) default by the Borrower or relevant Subsidiary Borrower in making a borrowing of, conversion into or c... | Label: Indemnity |
d7df2d2e-b695-475e-9e4f-f0fed342fe56 | Clause:
Except as otherwise provided herein, the term of any Award of Performance Shares, Performance Stock Units, Restricted Stock Units and any other Award granted pursuant to this Article 8 shall be set by the Committee in its discretion.
Task: Classify this clause into ONE of these types (exactly one label):
Adjus... | Label: Terms |
91321e33-74e5-4d89-b202-8f259a2bf4f3 | Clause:
It is mutually agreed and understood by the parties that if any of the agreements and covenants contained herein be determined by any court of competent jurisdiction to be invalid by virtue of being vague or unreasonable, including but not limited to the provisions of Section 2, then the parties hereto consent ... | Label: Severability |
c607bd7a-ea84-465c-a7d6-6a039e2ec48d | Clause:
All of the Company’s obligations to register Registrable Shares under Section 3 hereof shall terminate upon the date on which no Purchaser holds Registrable Securities or all of the Registrable Securities are eligible for resale without volume or manner-of-sale restrictions and without current public informatio... | Label: Terminations |
04db60b5-3f0d-4736-b7c4-1b55fe82323f | Clause:
This annual incentive plan (the “2018 Executive AIP” or the “Plan”) will be administered by the Human Resources department of Novelis Inc. (the “Company”).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approva... | Label: Titles |
500d7972-4912-4c4f-b44a-7b70b5bced5d | Clause:
Each of the Lenders (for purposes of this Article, references to the Lenders shall also mean the Issuing Banks) hereby irrevocably appoints Barclays to act on its behalf as the Agent hereunder and under the other Loan Documents and authorizes the Agent to take such actions on its behalf and to exercise such pow... | Label: Authority |
02f230f4-68e4-490f-b869-f9ab1b524513 | Clause:
Damages in the event of breach of this Agreement by a party hereto may be difficult, if not impossible, to ascertain, and it is therefore agreed that each such Person, in addition to and without limiting any other remedy or right it may have, will have the right to seek an injunction or other equitable relief i... | Label: Specific Performance |
df548a06-dbee-478c-8cc6-436f6c34c267 | Clause:
Promptly upon request by the Administrative Agent or any Lender through the Administrative Agent, (i) correct any material defect or error that may be discovered in any Loan Document or other document or instrument relating to the Collateral or in the execution, acknowledgment, filing or recordation thereof and... | Label: Further Assurances |
ed8ecbef-bb34-4864-bec8-1320adaead52 | Clause:
The exercise of the Option and the issuance and transfer of shares of Common Stock shall be subject to compliance by the Company and the Participant with all applicable requirements of federal and state securities laws and with all applicable requirements of any stock exchange on which the Company's shares of C... | Label: Compliance With Laws |
6ad44162-9111-46a4-84b8-be63c5a32e3c | Clause:
The Company shall by 9:30 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. From and after the issuance of such press release, the Company represents to the Purchasers that it shall hav... | Label: Publicity |
5b6d4e27-8cd8-471f-a2fe-eb24260e8946 | Clause:
There is no litigation, proceeding or investigation pending, or to Purchaser’s knowledge, threatened against or affecting Purchaser that questions the validity or enforceability of this Agreement or any other document, instrument or agreements to be executed and delivered by Purchaser in connection with the tra... | Label: Litigations |
35a5ce7a-762a-4b51-8705-7f5a8912ada6 | Clause:
Whether or not the Exchange is consummated, each of Source and the Company will bear their own respective expenses, including legal, accounting and professional fees incurred in connection with the Exchange or any of the other transactions contemplated hereby.
Task: Classify this clause into ONE of these types... | Label: Expenses |
e7845c29-ea85-49b7-8eb3-ff59debbd597 | Clause:
If any provision or part of a provision of this Agreement shall be determined to be void and unenforceable by a court of competent jurisdiction, the remainder of this Agreement shall remain valid and enforceable.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, A... | Label: Severability |
10708778-4021-4229-ace1-990833be99d1 | Clause:
No amendment or waiver of any provision of this Agreement, and no consent to any departure by the any Grantor, shall be effective unless in writing signed by the Secured Party and each Grantor, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for whic... | Label: Waivers |
3c7a4124-2845-4a21-8042-5333d0257442 | Clause:
All obligations of the Company and any Subsidiary under the Program shall be binding upon and inure to the benefit of any successor to the Company or such Subsidiary, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, demutualization or otherwise.
Tas... | Label: Successors |
f5100a6c-36f6-4952-9a0d-d6da395fa0c8 | Clause:
EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY LITIGATION, ACTION, PROCEEDING, CROSS-CLAIM, OR COUNTERCLAIM IN ANY COURT (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF, RELATING TO OR IN CONNECTION WITH (I) THIS AGREEMENT OR THE VALIDITY, PERFORMANCE, INTERPRETATIO... | Label: Waiver Of Jury Trials |
4bdc4a18-4084-4a1a-9f5e-86c758b18cf5 | Clause:
During the Employment Period, the Executive shall be entitled to paid vacation in accordance with the most favorable plans, policies, programs and practices of the Company and the Affiliated Entities as in effect for the Executive at any time during the 120-day period immediately preceding the Effective Date or... | Label: Vacations |
f540710b-8d33-431d-906e-5abecc63418c | Clause:
Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or to secure other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status... | Label: Releases |
e3257c43-b9bc-4130-ad14-08941ac8c042 | Clause:
This Agreement shall be governed by and construed in accordance with the internal Jaws of the State of New York, without giving effect to any of the conflicts of law principles that would result in the application of the substantive law of another jurisdiction. This Agreement shall not be interpreted or constru... | Label: Governing Laws |
8495061e-11d9-4a7d-9ffc-24cf273051d9 | Clause:
The properties of the Borrower and each of its Subsidiaries are insured pursuant to policies and other bonds which are valid and in full force and effect and which provide adequate coverage from reputable and financially sound insurers in amounts sufficient to insure the assets and risks of the Borrower and eac... | Label: Insurances |
38a6a8ae-3e2c-44ad-a803-2b4d6bedf121 | Clause:
The capitalization of the Company prior to Closing is as set forth in the Company’s SEC Reports. Other than as set forth in the SEC Reports, no Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction... | Label: Capitalization |
ca207d99-9cee-4f6a-ba52-8cf56a255d6f | Clause:
Associate shall not, at any time during employment and thereafter, make statements or representations, or otherwise communicate, directly or indirectly, in writing, orally, or otherwise, or take any action which may, directly or indirectly, disparage or be damaging the Company or their respective officers, dire... | Label: Non-Disparagement |
f75d031e-8bc8-4a14-a915-5132d7717669 | Clause:
The execution and delivery of this Agreement by the Lender and Borrower shall be binding upon each party hereto and their respective successors and assigns. This Agreement is final and irrevocable.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti... | Label: Binding Effects |
6155ba27-ea7c-444e-80e4-27ab806d2396 | Clause:
The captions used in this Agreement are inserted for convenience and shall not be deemed a part of this Option for construction or interpretation.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbit... | Label: Headings |
5b04df61-a60d-4a01-b7ed-b6bf8a26bf60 | Clause:
All Employee Benefit Plans are in compliance in all material respects with all applicable provisions of ERISA and the Code. No Termination Event has occurred or is reasonably expected to occur that could reasonably be expected to result in a Material Adverse Change. There has been no excise tax imposed under Se... | Label: Erisa |
b90d9620-10c2-4a94-804d-ecdd2ee11e1b | Clause:
The Purchaser has the requisite power and authority to enter into and perform this Agreement and to purchase the Common Stock being sold to it hereunder. The execution, delivery and performance of this Agreement by such Purchaser and the consummation by it of the transactions contemplated hereby and thereby hav... | Label: Authority |
ab1f40aa-1af3-4b47-b077-fcb8c816a82f | Clause:
The representations, warranties, covenants, and obligations of Company and Noteholder and Holders set forth in this Agreement shall survive the execution and delivery hereof for a period of one year following the Execution Date.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustment... | Label: Warranties |
d7c2fe1b-299a-4657-9202-3c3bf3e91940 | Clause:
There is no pending Action against the 12RT Shareholders that involves the 12RT Shares or that challenges, or may have the effect of preventing, delaying or making illegal, or otherwise interfering with, any of the transactions contemplated by this Agreement or the business of 12RT and, to the knowledge of the ... | Label: Litigations |
0a4c98da-f2b4-44bc-a2b8-d0ab39772d7a | Clause:
Each Loan Party and its Subsidiaries maintain, with insurance companies believed to be financially sound and reputable, insurance on their tangible Property in such amounts and covering such risks as is consistent with sound business practice.
Task: Classify this clause into ONE of these types (exactly one lab... | Label: Insurances |
36f362a0-cd80-42ec-9f52-6230dd8fc8cb | Clause:
Notwithstanding any provision of this Agreement, if any portion of the severance payments or any other payment under this Agreement, or under any other agreement with the Executive or plan or arrangement of the Company or its affiliates (in the aggregate, “ Total Payments ”), would constitute an “excess parachu... | Label: Payments |
096ec262-e8a6-4ccd-87f2-795f50e2c6f3 | Clause:
This Agreement shall be governed by and construed in accordance with the laws of the State of New York applied to contracts to be performed wholly within the State of New York. Any judicial proceeding brought by or against the Credit Parties with respect to any of the Obligations, this Agreement, the Other Docu... | Label: Governing Laws |
2e698af5-989d-4dfa-8974-2080fbd9693d | Clause:
To the extent of the undivided interests specified on Exhibit B , which is intentionally omitted for purposes of any public filings or recordings, the Trustor has good and defensible title to and is possessed of its material Hydrocarbon Interests and has good title to its material UCC Collateral. The Collateral... | Label: Titles |
1cae1eda-4b64-46a1-9f5a-29144c914abe | Clause:
The Issuer shall duly and punctually pay the Note Balance of each Note, Interest, Fees and all other amounts payable by the Issuer hereunder in accordance with the terms of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corrupti... | Label: Interests |
9e7cbd3a-ecae-4e2a-a43f-5add59771d91 | Clause:
Based on the financial condition of the Company as of the Closing Dates, after giving effect to the receipt by the Company of the proceeds from the sale of the Shares and the Warrants hereunder, (i) the fair saleable value of the Company’s assets exceeds the amount that will be required to be paid on or in resp... | Label: Solvency |
10b97871-6231-4e5b-95fd-da30fca09f61 | Clause:
Except as otherwise expressly provided for herein, each Party shall pay all costs and expenses (including legal, accounting, financial advisory and consulting fees and expenses) incurred by such Party in connection with the negotiation and consummation of the transactions contemplated by this Agreement and the ... | Label: Expenses |
59500bf4-69f7-47ca-8d69-b0cb092d6b57 | Clause:
Neither Party may assign its rights or, except as provided in Section 2.2.5 and Article VIII, delegate its obligations under this Agreement, whether by operation of law or otherwise, in whole or in part (including with respect to any Licensed Target or any Licensed Product) without the prior written consent of ... | Label: Assignments |
ccc184ea-536e-4bb1-bcfd-69253e69be09 | Clause:
The obligations under this Agreement are intended to comply with the requirements of Section 409A of the Code or an exemption or exclusion therefrom and shall in all respects be administered in accordance with Section 409A of the Code. Any payments that qualify for the “short-term deferral” exception, the sepa... | Label: General |
d956f38c-34ed-45d0-9ffb-d0c46e2460c7 | Clause:
The SARs may be adjusted or terminated in any manner as contemplated by Article XII of the Plan.
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, Authoriza... | Label: Adjustments |
abb1a229-fa5b-43d9-9a7a-afa032635ec7 | Clause:
Because Consultant’s breach of this Section 2 may cause the Company irreparable harm for which money is inadequate compensation, the Company will be entitled to seek injunctive relief to enforce Consultant’s obligations (without the necessity of proof of actual damage), in addition to damages and other availabl... | Label: Specific Performance |
4700e36c-192e-43bc-bef4-3bd3b4a6a0e6 | Clause:
The Borrower agrees to promptly take such action, upon the request of the Bank, as is necessary to carry out the intent of this Amendment.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, ... | Label: Further Assurances |
bae3a25a-ef08-46d2-af2d-1da4dfe66402 | Clause:
This Addendum, and any rights and obligations hereunder, may not be assigned by Executive and may be assigned by the Company only to a successor by merger or purchaser of all or substantially all of the assets of the Company.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, ... | Label: Assignments |
845f98a2-e42e-4869-ba66-03a37d79f52a | Clause:
The Restricted Stock Period with respect to any shares of Restricted Stock shall lapse and the Restricted Stock Units shall vest in such manner and on such date or dates as determined by the Committee.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, ... | Label: Vesting |
c9383931-326c-462c-94d8-682cfebda558 | Clause:
This Agreement may be revoked by Employee during the seven (7) day period immediately following the date she executes this Agreement. This Agreement shall not become effective or enforceable until the seven-day revocation period has expired.
Task: Classify this clause into ONE of these types (exactly one label... | Label: Enforceability |
daf7f674-a863-47ef-ad6f-219edf446460 | Clause:
If the Facility Amount is increased in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date (the “ Increase Effective Date ”) and the final allocation of such increase. The Administrative Agent shall promptly notify the Borrower and the Lenders of the final ... | Label: Effective Dates |
b898ecc4-a110-409d-ba1d-3c873046828f | Clause:
One or more counterparts of this Agreement may be signed by the parties, each of which shall be an original but all of which together shall constitute one and the same instrument. The prevailing party in any action or proceeding relating to or arising out of this Agreement shall recover its reasonable attorney’... | Label: Counterparts |
0b375fb0-a72d-497f-bc0d-996c2e6d81ff | Clause:
Each Credit Party and each of its Subsidiaries has timely filed or caused to be filed all 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 that are being contested in good faith by appropriate proceedings and for w... | Label: Taxes |
454fc9a1-7d1f-4b95-b71e-33ecc8ae6926 | Clause:
Set forth on Schedule 3.16(a) , as of the Effective Date and as of the last date such Schedule was required to be updated in accordance with Section 5.02, is a list of all registered or issued Intellectual Property (including all applications for registration and issuance) owned by each of the Loan Parties or t... | Label: Intellectual Property |
fea76032-53c8-4a36-956a-543d020a2014 | Clause:
No party may assign its rights, interest or obligations under this Agreement without the prior approval in writing of the other party.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assi... | Label: Assignments |
db6e122e-e931-467a-8a39-3a286ac2bdfb | Clause:
If any provision of this Agreement (or any portion thereof) or the application of any such provision (or any portion thereof) to any Person or circumstance shall be held invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality or unenforceability shall n... | Label: Severability |
b4f45669-fe31-427d-a0e7-87cb0748959d | Clause:
The Company agrees that it will not and will cause its affiliates not to, directly or indirectly, solicit any offer to buy, sell or make any offer or sale of, or otherwise negotiate in respect of, securities of the Company of any class if, as a result of the doctrine of “integration” referred to in Rule 502 und... | Label: Integration |
9b342901-07a9-4cfe-9321-ca5486f00746 | Clause:
The Employer in its sole discretion may terminate this Plan at any time and for any reason whatsoever. Upon termination of the Plan, the Committee shall take those actions necessary to administer the Eligible Employee’s benefit accrued under the Plan through the day before the effective date of such termination... | Label: Terminations |
17f6f112-ffc4-472c-9882-00531f09dff3 | Clause:
If the Company determines in good faith that the Executive has incurred a Disability, the Company shall give the Executive a minimum of thirty (30) days’ written notice of its intention to terminate the Executive’s employment after the 180 day period referenced in Section 1(i) (the “Disability Notice”). In such... | Label: Disability |
1b5db375-f6a1-4819-80c4-db042a49958c | Clause:
Each party agrees to cooperate fully with the other and execute such instruments, documents and agreements and take such further actions to carry out the intents and purposes of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Cor... | Label: Further Assurances |
3162b3d3-c164-494c-a3d2-d8445b35c2bd | Clause:
This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement, and all of which, when taken together, shall be deemed to constitute one and the same Agreement. The exchange of copies of this Agreement and of signature pages by facsimile or elec... | Label: Counterparts |
c7b922b0-35aa-4997-a087-a5437f6c13e1 | Clause:
The Agent and each Lender agrees to keep confidential any information provided by the Borrowers or their Subsidiaries, or their respective representatives, or agents, hereunder or under any other Loan Document, to maintain procedures with respect to such information substantially comparable to those applied by ... | Label: Confidentiality |
b4f4c1c2-7fcd-4952-b8b5-a11cf22dade2 | Clause:
Interest is payable monthly on the Payment Date and shall be computed on the basis of a 360-day year for the actual number of days elapsed. In computing interest, (i) all payments received after 12:00 p.m. Eastern time on any day shall be deemed received at the opening of business on the next Business Day, and ... | Label: Payments |
1aa4f6a2-f837-47df-9746-aef8fbc69848 | Clause:
The Credit Parties shall not enter into any transaction with any of its Affiliates, except in the Ordinary Course of Business of the Credit Parties and upon fair and reasonable terms that are no less favorable to the Credit Parties than it would obtain in a comparable arm’s length transaction with a Person that... | Label: Transactions With Affiliates |
717e7747-86cf-48b8-a562-559f165ca476 | Clause:
Purchaser will pay all costs allocated to Purchaser pursuant to Section 9.5 of this 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, Authority, Authorizati... | Label: Costs |
04b7e14a-6c00-4f24-bee0-407279491cd9 | Clause:
The term “Company” shall include Yield10 Bioscience, Inc. , and any of its parents, subsidiaries, divisions, or affiliates. The Company shall have the right to assign this Agreement to its affiliates, successors and assigns, and all covenants and agreements hereunder shall inure to the benefit of and be enforce... | Label: Successors |
cf15f1c6-b742-47dc-a733-5fd655adf1fe | Clause:
If Participant ceases to be an employee of the Company or any Subsidiary (as defined in the Plan) prior to vesting of the Shares pursuant to Section 2 or Section 4 hereof, all of Participant's rights to all of the unvested Shares shall be immediately and irrevocably forfeited, except that (i) if Participant cea... | Label: Forfeitures |
f6f11bea-98fc-4ba7-9e61-903796f46f3f | Clause:
Each Party hereto acknowledges that money damages would not be an adequate remedy in the event that any of the covenants or agreements in this Agreement are not performed by the Parties in accordance with its terms, and it is therefore agreed that in addition to and without limiting any other remedy or right ea... | Label: Enforcements |
443df53b-3dd5-4f6d-b5bc-4bae0165c7d7 | Clause:
This Agreement and the documents expressly referred to herein constitute the entire agreement between the parties hereto with respect to the matters covered hereby, and any other prior or contemporaneous oral or written understandings or agreements with respect to the matters covered hereby (including without l... | Label: Entire Agreements |
a61a29b9-6810-4b99-854e-2df5286e7279 | Clause:
There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Loan Party, threatened against or affecting any Loan Party or any Subsidiary (i) as to which there is a reasonable possibility of an adverse determination and that, if adv... | Label: Litigations |
77b52b56-6541-4b0f-b7a2-0820aef8346a | Clause:
All Performance Unit awards are subject to the terms and conditions of the Plan relating to Performance Units. If the Participant incurs a Termination of Employment for any reason on or before the end of the Award Cycle, all rights to or in respect of Performance Units awarded hereunder shall be forfeited excep... | Label: Forfeitures |
cc989298-37b2-4b90-a9bc-4620d8563a8d | Clause:
Except as otherwise expressly provided herein, all payments by Borrower under the Loan Documents shall be made to the respective Lender to which such payments are owed, at such Lender’s office in immediately available funds on the date specified herein. Unless otherwise provided, interest is payable monthly on ... | Label: Payments |
460805d8-1edb-42e7-a078-0fe8e6366748 | Clause:
Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural Person or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “ Participant ”) in all or a portion of such Lender’s rights an... | Label: Participations |
d87a6ea1-6e5c-4c4e-a215-f6094753c8f4 | Clause:
Seller covenants and warrants to Buyer, its successors and assigns, that Seller has full right and lawful authority to enter into this Agreement and no other parties have any right or ownership in or to the Property.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreement... | Label: Authority |
7bfc4db2-74b1-4fb4-a4aa-124f630c7133 | Clause:
Unless and until the Discharge of ABL Obligations has occurred, the ABL Collateral Agent and the other ABL Claimholders shall have the sole and exclusive right, subject to the rights of the ABL Grantors under the ABL Loan Documents, to adjust settlement for any insurance policy covering the ABL Priority Collate... | Label: Insurances |
6f41e392-0487-42ae-9d39-2c61e7fc7910 | Clause:
Defined terms used but not defined in this Amendment are as defined in the Credit 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, Authority, Authorization... | Label: Definitions |
b390c0f9-acc6-455e-a2f1-c818dba06e5b | Clause:
If any provision of this Agreement is construed to be invalid, unlawful or unenforceable, then the remaining provisions hereof shall not be affected thereby and shall be enforceable without regard thereto, except that, in the event the release in Paragraph 1 is held to be unlawful, invalid or unenforceable, any... | Label: Severability |
250d622b-24a8-4ff1-b362-30b3877a5415 | Clause:
This Agreement and the other Loan Documents represent the entire agreement of the Parent, the Borrower, the Administrative Agent and the Lenders with respect to the subject matter hereof and thereof, and there are no promises, undertakings, representations or warranties by the Administrative Agent or any Lender... | Label: Entire Agreements |
30365bd9-ec8c-4c91-b352-a818b462d86b | Clause:
During the Employment Period, the Executive shall continue to serve as Executive Vice President and Chief Medical Officer. The Executive shall be based at the Company’s headquarters in New Haven, Connecticut, or such place or places in the continental United States as the Board of Directors of the Company (the ... | Label: Titles |
5e5b868d-ce00-4b48-8fdb-b9e56a55e719 | Clause:
Pledgor agrees that, from time to time upon the written request of Lender, Pledgor will execute and deliver such further documents and do such other acts and things as Lender may reasonably request in order fully to effect the purposes of this Agreement.
Task: Classify this clause into ONE of these types (exac... | Label: Further Assurances |
556c4973-e600-4d16-b0e7-7321242e222e | Clause:
The Bank will employ Executive as Senior Vice-President and Chief Financial Officer for the term set forth herein. Executive will perform all duties and shall have all powers commonly incident to her positions, or which, consistent with those positions, the Board of Directors of the Bank (the “Board”) delegates... | Label: Employment |
9ab25059-4358-4d9f-b960-840532c92657 | Clause:
Except as may be provided in any indemnification agreement between Executive and the Company and/or FracRock International, Inc. (“FracRock”), the predecessor of the Company’s subsidiary, EcoStim International, Inc., and any plan and/or award agreement under which Executive was granted any equity or equity-base... | Label: Entire Agreements |
4923b549-c9f1-452d-89cd-36a1abd34ad4 | Clause:
This Settlement Agreement sets forth the entire agreement between the Parties, and fully supersedes any and all prior contemporaneous agreements of understandings between the Parties which pertain to the subject matter hereof. The terms of this Settlement Agreement may not be contradicted by evidence of any pr... | Label: Entire Agreements |
a01d3bc8-3b27-4326-88c3-727fa9a378a2 | Clause:
This Agreement shall be governed pursuant to federal law, as applicable or the laws of the State of Texas, without giving effect to any choice of law or conflict of law provision or rule that would cause the application of the laws of any jurisdiction other than the State of Texas.
Task: Classify this clause i... | Label: Governing Laws |
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