id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
df641a28-270b-469b-8514-3eff2ff0d6cb | Clause:
The term (the " Term ") of Employee's employment hereunder shall commence on the Effective Date and shall expire on December 31, 2017, unless sooner terminated in accordance with Section 6. Neither Employer nor Employee shall have any obligation to extend or renew this Agreement. In the event that Employee's ... | Label: Terms |
3c1dcdef-80ac-45af-b034-450e94e3add0 | Clause:
In connection with any Refinancing Facility, Borrower in consultation with the Appropriate Administrative Agent shall determine the effective date (the “ Refinancing Facility Effective Date ”). The Appropriate Administrative Agent shall promptly notify the Lenders of the principal amount of the Refinancing Fac... | Label: Effective Dates |
a06de7c7-f393-4da4-9bd2-de35fe13a6d9 | Clause:
Each Loan Party and its Restricted Subsidiaries (a) has filed or caused to be filed all federal, state, provincial and other Tax returns that are required to be filed and (b) has paid all Taxes shown to be due and payable on said returns and all other Taxes imposed on it or any of its property by any Government... | Label: Taxes |
0e595c5a-d287-490b-95c2-9a3ce300e6ca | Clause:
(a) Except as provided in paragraph (b) below, (i) if (x) until the Acquisition Effective Date, an Event of Default specified in Section 9.1(g) and (y) from and after the Acquisition Effective Date, an Event of Default specified in Section 9.2(f) with respect to the Borrower shall occur and be continuing, the i... | Label: Remedies |
d8cf36c6-19f4-4c59-9f30-d5e2b622d7e6 | Clause:
This Lease is the entire agreement between the parties, and supersedes any prior agreements, representations, negotiations or correspondence between the parties except as expressed herein. Except as otherwise provided herein, no subsequent change or addition to this Lease shall be binding unless in writing and... | Label: Entire Agreements |
c7fad2bf-d14c-4cce-a793-90b981edf745 | Clause:
This Agreement may be executed by the Company and the Holder in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendment... | Label: Counterparts |
c325e22b-13d1-46f5-abe0-0020a7d57f6f | Clause:
Every notice or other communication relating to this Agreement between the Company and the Participant shall be in writing, and shall be mailed to or delivered to the party for whom it is intended at such address as may from time to time be designated by it in a notice mailed or delivered to the other party as ... | Label: Notices |
ad17a389-ee11-4195-b72a-81ed68a913ef | Clause:
Borrowers, Guarantor and Lender acknowledge the accuracy of the Recitals set forth above and the parties hereby agree that the Recitals are a part of this Agreement. Borrowers and Guarantor also acknowledge and agree that the information set forth on Exhibit A attached hereto with respect to each Loan is comple... | Label: Effective Dates |
3e580272-428a-4e6b-85d4-ef4f94edf8f9 | Clause:
(a) Borrower will pay, when due and in any event prior to delinquency, all payroll and withholding Taxes and all other Taxes lawfully levied or assessed against Borrower or any of the Collateral; provided, however, that payment of a Tax may be deferred if such Tax is being contested in good faith, by appropriat... | Label: Taxes |
587ad6e8-8338-4a44-858b-c4fcf242348e | Clause:
During the Term, the Executive shall be entitled to participate in the employee benefit plans, programs, and arrangements of the Company, including vacation, as are generally applicable to senior executives of the Company in accordance with the terms and conditions of such plans.
Task: Classify this clause int... | Label: Benefits |
3d6d4c48-e39d-4d27-ad0d-575b319fc385 | Clause:
To the extent allowable pursuant to applicable law, each member of the Committee or of the Board shall be indemnified and held harmless by the Company from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by such member in connection with or resulting from any claim, action,... | Label: Indemnifications |
a75ddb79-ae2c-4395-9922-2faf6b2a7b0d | Clause:
Sublandlord represents and warrants that it has not dealt with any broker or finder in connection with this Sublease, except Justin Larson, agent for CBRE (“Broker”) and Jim Sadler, agent for Keyser (“Subtenant’s Broker”). Sublandlord agrees to pay, pursuant to a separate agreement, any commissions due to Broke... | Label: Brokers |
327cbb55-eae3-465e-8652-df6d2c514dc6 | Clause:
Subject to the terms and conditions of this Agreement, the consummation of the transactions contemplated by this Agreement (the “ Closing ”) shall take place on the execution of this Agreement by the parties hereto, at the offices of Buyer or at such other place as Seller and Buyer may mutually agree upon in wr... | Label: Closings |
b1604327-10cd-4721-9614-e223e72f775a | Clause:
Each covenant, agreement, representation, warranty and indemnification made by Tenant set forth in this Section 5.3 shall survive the expiration or earlier termination of this Lease and shall remain effective until all of Tenant’s obligations under this Section 5.3 have been completely performed and satisfied... | Label: Survival |
ba852ce8-0748-49f8-8daa-5bf6d43e59bb | Clause:
Any notice or other communication required or permitted under this Agreement must be in writing and must be delivered personally, sent by certified, registered or express mail, sent by overnight courier (at the sender’s expense), or (if from the Corporation or the Corporation’s stock plan administrator) by elec... | Label: Notices |
b80e6625-6839-436c-904f-0d4baa3d7f46 | Clause:
If any one or more of the terms or provisions of this Agreement is held by a court of competent jurisdiction or arbitrator to be void, invalid or unenforceable in any situation in any jurisdiction, such holding will not affect the validity or enforceability of the remaining terms and provisions hereof or the va... | Label: Severability |
8356c1bf-e1a1-4610-ab9d-479a8b7481b6 | Clause:
Subject to the satisfaction of the conditions set forth in Section 7 below and in reliance upon the representations and warranties set forth in Section 8 below, Agent and Lenders hereby waive the Specified Events of Default. For the avoidance of doubt, the foregoing waivers shall not be deemed to be a waiver ... | Label: Waivers |
727a16b0-3e59-4e8c-ba3d-0edbb6813ef2 | Clause:
During the Employment Period, the Executive shall receive a base salary (the “ Base Salary ”) of $321,059 per annum. The Base Salary shall be paid by the Company at such intervals as the Company pays executive salaries generally. The Base Salary may be reviewed annually by the Board, or the Compensation Committ... | Label: Base Salary |
5d9d65b0-47ad-4e3f-8ef6-922ce5911ff1 | Clause:
Upon the terms and subject to the conditions of this Agreement, on the Effective Date, the Company will issue and sell to the Investor, and the Investor shall purchase from the Company, 3,000,000 duly authorized, validly issued, fully paid and nonassessable shares of Common Stock (also referred to as the “Purch... | Label: Sales |
73c2d12f-8e90-43b0-baf7-ba11d9881ae9 | Clause:
Except to the extent that claims by Employer or Employee are for injunctive relief, any disputes, claims or difference of opinion between Employee and Employer (including all employees, partners or contractors of Employer) involving the formation of this Agreement, or the meaning, interpretation, or application... | Label: Arbitration |
9eb6759a-4c8f-4ef2-babe-6065e5d7fba3 | Clause:
Purchaser hereby represents and warrants to Magellan that all of Purchaser’s representations and warranties contained within Section 4 of the Tellurian Purchase Agreement are true and correct.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corr... | Label: Representations |
b62e079e-ae13-4c02-9544-624c5b4b33f2 | Clause:
During the term of this Agreement, Officer agrees to be employed by and to serve Corporation as its Executive Vice President and General Counsel and Corporation agrees to employ and retain Officer in such capacity. Officer shall have such duties and responsibilities as may be prescribed by the Corporation’s Chi... | Label: Duties |
0bede5fc-491b-44d0-ac7b-11840537fc37 | Clause:
The capitalization of the Company is as set forth on Schedule 3.1(g). The Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than under the Registration Statement, pursuant to the Purchase Agreement dated March 22, 2016 between the Company and Li... | Label: Capitalization |
d4ef4b89-3503-4e1e-af4f-532782aa9736 | Clause:
Without the prior written consent of Administrative Agent, Borrower shall not engage in any transaction affecting the Project with an Affiliate of Borrower, except as expressly contemplated by this Agreement or otherwise on arm’s-length market terms.
Task: Classify this clause into ONE of these types (exactly ... | Label: Transactions With Affiliates |
c2a06799-ee41-4037-baa9-a4cb0a1fb40e | Clause:
An Employee shall have the right at any time to absolutely and irrevocably assign all of the Employee’s right, title and interest in and to this Plan and any Policy which has been or may be acquired hereunder to an assignee. This right shall be exercisable by the execution and delivery to the Employer of a writ... | Label: Assignments |
eae44b46-d8ae-4f41-80c4-d8e52fe58192 | Clause:
DVGG has all corporate power and authority to execute and deliver this Agreement and all agreements, instruments and other documents to be executed and delivered in connection with the transactions contemplated by this Agreement (collectively the “ Agreements ”) to perform its obligations hereunder and to consu... | Label: Authorizations |
d37cc285-ca45-4069-80e4-3fd4cdd83645 | Clause:
(a) Capitalized terms used but not defined herein have the respective meanings assigned to such terms 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,... | Label: Defined Terms |
95d37698-5530-4ed5-9083-5827abc78bf6 | Clause:
Each Grantor hereby covenants and agrees that with respect to any Commercial Tort Claim in excess of $2,000,000, individually, or $10,000,000, in the aggregate, hereafter arising it shall promptly and in no event later than thirty (30) days (or such later date as agreed in writing by the Term Collateral Agent i... | Label: Agreements |
35609633-cfe2-43b1-88aa-fd509e079b66 | Clause:
The execution, delivery and performance by the Company of the Transaction Documents and the consummation of the transactions contemplated hereby and thereby do not and will not: (i) conflict with or violate any provision of the Company’s certificate of incorporation or by-laws; (ii) conflict with, or constitute... | Label: No Conflicts |
400401eb-0c4e-4eac-98b8-f5fa9c198009 | Clause:
There are no pending actions, suits or proceedings against or affecting the Purchaser or any of its subsidiaries that, if determined adversely, would reasonably be expected to delay or interfere with the consummation of the transactions contemplated hereby, and no such actions, suits or proceedings are, to the ... | Label: Litigations |
9f0419a9-17cd-42ff-8936-6809ddcfbae8 | Clause:
During the Employment Term, the Executive shall serve as the President and Chief Executive Officer of the Company and as member of the Board of Directors, reporting directly to the Board of Directors of the Company (the “ Board ”). For purposes of this Agreement, it is expressly recognized that the Board may de... | Label: Positions |
0010594e-48de-4b20-aec4-10fae735301f | Clause:
Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof but shall be interpreted as if it were written so as to be enforceable... | Label: Severability |
0a9ece46-6889-4e49-913e-40938acfc9e3 | Clause:
Except for the Grant Deed, which is exempt from the following provisions of this Section 14.3(a), all indemnities, covenants, representations and warranties of Seller and Purchaser under this Agreement which expressly survive Closing shall survive the Closing for a period commencing on the Closing Date and expi... | Label: Warranties |
56790c54-0c12-4c0f-8d76-5bb4e150067a | Clause:
The Company hereby represents and warrants to the undersigned that the Company’s representations and warranties as set forth in Section 3.1 and as set forth covenants listed in Article IV of the Securities Purchase Agreement, dated as of August 30, 2016 (the “ Purchase Agreement ”), together with any updates in... | Label: Warranties |
d66707ad-eb30-4e9c-940a-3a717adef942 | Clause:
Any dispute, disagreement or question which arises under, or as a result of, or in any way relates to the interpretation, construction or application of the terms of the Award, this Agreement, the Plan, or the Plan Prospectus will be determined and resolved by the Committee or its authorized delegate. Such dete... | Label: Interpretations |
97e197bc-0c15-42a9-8680-66a152090821 | Clause:
This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. A manual signature on this Agreement, an image of which shall have been transmitted electronically, shall constitute an original signature for all p... | Label: Counterparts |
abd4437c-5822-447a-b788-f726051bba9a | Clause:
Each of the Lenders and the Issuing Bank hereby irrevocably appoints the Administrative Agent as its agent and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof and the other Loan Documents, togethe... | Label: Powers |
9b0e4873-d5d6-4fd9-b05c-95c94cca33d2 | Clause:
During the Term of Employment, the Company will pay to you a base salary at the rate of not less than $650,000 per annum (the “Base Salary”), which the Company may increase, but not decrease. Base Salary will be paid in accordance with the customary payroll practices of the Company and shall be subject to payro... | Label: Base Salary |
9d39dfa8-d405-47d0-a550-844e774324bc | Clause:
Executive shall provide Executive’s reasonable cooperation in connection with any action or proceeding (or any appeal from any action or proceeding) which relates to events occurring during Executive’s employment hereunder. This provision shall survive any termination of this Agreement. If the Company requests ... | Label: Cooperation |
3f0e7d6d-b69d-44f4-a6ab-1a5b2ea9facf | Clause:
This Agreement may not be amended in any manner without the express, written consent of the parties hereto.
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... | Label: Modifications |
822f6be7-9f22-4ba0-be89-8bc2c39b01b0 | Clause:
This Supplemental Guarantee may be signed in any number of counterparts with the same effect as if the signatures thereto and hereto were upon the same instrument. Delivery of an executed signature page of this Supplemental Guarantee by facsimile or other electronic transmission shall be effective as delivery o... | Label: Counterparts |
177d4777-4992-4a1f-b4c8-a0d598ac8dd3 | Clause:
Your membership on the Board may be terminated for any or no reason, except as provided in the Company’s organizational documents or pursuant to applicable law. You may also terminate your membership on the Board for any or no reason by delivering written notice of your resignation to the Company (“ Resignation... | Label: Terminations |
ffa93ca8-fe95-4dd2-bb99-6d44225a22c2 | Clause:
DVGG 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 |
79cc17cf-8a03-4c28-8651-5d8e493125fb | Clause:
EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CLAIM WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY CLAIM ... | Label: Waiver Of Jury Trials |
dfada051-62eb-47f4-8371-32d1a25d01b6 | Clause:
ENERJEX WILL NOT BE RESPONSIBLE FOR ANY ACTION TAKEN BY THE COMPANY IN FOLLOWING OR DECLINING TO FOLLOW ANY OF ENERJEX'S ADVICE OR RECOMMENDATIONS. THE SERVICES PROVIDED BY ENERJEX HEREUNDER ARE FOR THE SOLE BENEFIT OF THE COMPANY AND NOT ANY UNNAMED THIRD PARTIES.
Task: Classify this clause into ONE of these ... | Label: Warranties |
65eae9fe-fd33-4958-8d34-11e8088f0bb9 | Clause:
Borrower will not (i) use any portion of the proceeds of any Advance or Letter of Credit in violation of Section 2.7 or for the purpose of purchasing or carrying any “margin stock” (as defined in Regulation U of the Federal Reserve Board) in any manner which violates the provisions of Regulation T, U or X of th... | Label: Use Of Proceeds |
58901fd9-d762-402f-baa8-29042deb5554 | Clause:
The Nonqualified Stock Option Agreement shall state when the Nonqualified Stock Option becomes exercisable ( i.e. “vests”) and, if applicable in the Administrator’s discretion, shall describe the Performance Objectives and Performance Period upon which vesting is based, the manner in which performance shall be ... | Label: Terms |
d1cc238f-b7a3-417a-b2ad-543e7dd2d426 | Clause:
The headings of the sections hereof are provided for convenience only and shall not in any way affect the meaning or construction of any provision of this Incremental Joinder Agreement .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption... | Label: Headings |
170bbadf-d762-4b74-a97a-fd706ec18208 | Clause:
ROFO Escrow Agent shall receive no fee for its services hereunder, but ROFO Escrow Agent shall be paid or reimbursed for all reasonable, out-of-pocket expenses, disbursements and advances, including reasonable attorneys’ fees, incurred or paid in connection with carrying out its duties hereunder. Such expenses,... | Label: Fees |
b78d3054-4846-46e2-9f3b-a54a343f04a6 | Clause:
This Agreement may be executed in counterparts, and each counterpart shall have the same force and effect as an original and shall constitute an effective, binding agreement on the part of each party. All executed copies shall constitute duplicate originals and shall be equally admissible in evidence.
Task: Cl... | Label: Counterparts |
4faae512-578a-4219-879e-d04b3d86b4df | Clause:
Upon payment of the Indebtedness, Lender will cancel this Instrument. Borrower will pay Lender’s reasonable costs incurred in canceling this Instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals,... | Label: Releases |
ac18f535-9642-4950-b118-6712004d87db | Clause:
The Agreement, as amended by this Amendment, constitutes the legal, valid and binding obligation of such Transferor Party, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws affecting the righ... | Label: Binding Effects |
83b0ab7f-aba4-430d-b836-c59eab05ff24 | Clause:
Notwithstanding anything to the contrary contained herein, this Agreement shall automatically terminate, and none of the Company, Kalyx or Holder shall have any rights or obligations hereunder, upon the earliest to occur of (i) the mutual written consent of the Company, Kalyx and Holder, (ii) the Effective Time... | Label: Terminations |
a05a2d54-ec78-43f8-bebc-8a537bcfb369 | Clause:
This Agreement shall be construed and enforced in accordance with and governed by the General Corporation Law of the State of Delaware as to matters within the scope thereof, and as to all other matters shall be governed by and construed in accordance with the internal laws of the State of Delaware , without gi... | Label: Governing Laws |
49b70920-3133-4586-bfcc-b4bef96d1086 | Clause:
This Guaranty together with the Guaranty and the Environmental Indemnity signed by the Guarantor for the benefit of Agent supersedes any prior negotiations, discussions or communications among Guarantor, Agent and constitutes the entire agreement among Guarantor, Agent with respect to Guarantor’s obligations in... | Label: Entire Agreements |
afa09e11-99ca-446e-a044-58058bf033b2 | Clause:
Except as set forth in Sections 9(g) and 11(d) above, this Agreement shall not be changed or amended unless in writing and signed by both the Executive and the Company.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable ... | Label: Amendments |
8f3f8c55-f2db-4c01-9fae-2c055004b845 | Clause:
This Agreement sets forth the entire agreement and understanding of the PARTIES hereto with respect to the transactions contemplated hereby, and supersedes all prior agreements, arrangements and understandings related to the subject matter hereof. No understanding, promise, inducement, statement of intention, ... | Label: Entire Agreements |
400e4158-b54f-4e65-bde6-a19ab3a2d6e7 | Clause:
All notices, requests, consents, demands and other communications required or which any party desires to give hereunder shall be in writing and shall be deemed sufficiently given or furnished if delivered by personal delivery, by telegram, telex, or facsimile, by expedited delivery service with proof of deliver... | Label: Notices |
59c1a69f-245f-45d7-bf61-087d8519a039 | Clause:
The Company shall perform, acknowledge and deliver or cause to be performed, acknowledged and delivered all such further and other acts, documents, instruments and assurances as may be reasonably required by the Warrant Agent for the carrying out or performing by the Warrant Agent of the provisions of this Agre... | Label: Further Assurances |
eed237f7-d797-4f5c-92c5-f9f0a0da4faf | Clause:
The Seller (i) is a limited liability company, duly organized and validly existing under the laws of the State of California; (ii) has all requisite power and authority to own, lease and operate the properties and assets used in the Business and to conduct the Business as it is presently conducted.
Task: Class... | Label: Organizations |
0f08c4ee-0afd-4fef-a575-f97d36254ec9 | Clause:
If Executive incurs a Disability, Company may give Executive written notice of its intention to terminate Executive’s employment. In that event, Executive’s employment with Company shall terminate, effective on the later of 30 days after receipt of such notice by Executive or the date specified in such notice; ... | Label: Disability |
bc05da6c-8f4a-48da-afa6-a0798a76ad4d | Clause:
All notices, requests and demands to or upon [__], any Agent or any Lender shall be governed by the terms of Section 11.01 of the Credit Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbi... | Label: Notices |
fb4aa5ca-c743-436c-9aec-7154f920b48a | Clause:
The execution, delivery and performance by the Company of this Agreement and the other transaction documents to which it is a party, the issuance and sale of the Securities and the consummation by it of the transactions contemplated hereby and thereby do not and will not: (i) conflict with or violate any provis... | Label: No Conflicts |
e333961a-0ec5-4b88-a00a-c5b0c1f786d2 | Clause:
Subscriber will comply with all applicable laws and regulations in effect in any jurisdiction in which Subscriber purchases or sells the Securities and obtain any consent, approval or permission required for such purchases or sales under the laws and regulations of any jurisdiction to which Subscriber is subjec... | Label: Compliance With Laws |
4f9341b1-6d3d-4e33-8003-5d37f1fb4438 | Clause:
This Agreement shall be governed by and construed and enforced in accordance with the laws of the Commonwealth of Pennsylvania.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments... | Label: Governing Laws |
dc162f71-6535-4a6a-83c2-aa669d8c2ee3 | Clause:
Except as set forth below and in the Loan Agreement, no Lease (including any Lease amendments) will be effective unless approved by Agent.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, ... | Label: Approvals |
16e3581c-2cef-4c64-ac77-7a7cebfd27b2 | Clause:
Any alteration, modification, or amendment to this Agreement must be in writing and signed by both parties.
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... | Label: Modifications |
e9e2f2a5-6849-4733-a9f9-4b848613a911 | Clause:
The Term Loan Collateral Agent, on behalf of itself and each other Term Loan Claimholder, waives any claim it may hereafter have against any ABL Claimholder arising out of the election of any ABL Claimholder of the application of Section 1111(b)(2) of the Bankruptcy Code, and/or out of any cash collateral or fi... | Label: Waivers |
bac40266-94f5-45ac-ae92-9b50322a49a6 | Clause:
Unless earlier terminated as provided hereunder, this Agreement shall terminate automatically on the earliest to occur of (i) the first day of the month next following the 36-month anniversary of the Effective Date (it being hereby acknowledged and agreed that such term may not be extended by the parties hereto... | Label: Terminations |
b98db04d-0dfc-4942-a74e-d20187c870f5 | Clause:
As of the Effective Date, you will commence serving as a key management executive of the Company. You shall have the duties, responsibilities and authority that are customarily associated with such position and such other senior management duties as may reasonably be assigned. You will devote your full time, ef... | Label: Positions |
13770806-6b9b-405e-a56c-3d95842cf302 | Clause:
Except as set forth on Schedule 5.1.6 , Seller has not (i) been served or threatened in writing with any court filing in any litigation with respect to any Assets in which Seller is named a party which has not been resolved, settled or dismissed and which could result in a material or adverse impact on the Asse... | Label: Litigations |
0527053c-8a68-4195-8199-4aed046f8d39 | Clause:
To the extent required by law, the Company shall withhold from benefit payments hereunder, or with respect to any amounts credited to a Participant’s Deferral Account hereunder, any Federal, state, or local income or payroll taxes required to be withheld and shall furnish the recipient and the applicable govern... | Label: Tax Withholdings |
32d9314f-7166-4bef-b6b6-4269edb65dc5 | Clause:
This Undertaking constitutes the entire agreement of Performance Guarantor with respect to the matters set forth herein. The rights and remedies herein provided are cumulative and not exclusive of any remedies provided by law or any other agreement, and this Undertaking shall be in addition to any other guarant... | Label: Miscellaneous |
7cd9882a-a28e-43f0-be96-77b6ea8d8a27 | Clause:
The Executive shall not disparage the Company or their respective officers, directors, investors, employees, and affiliates or make any public statement reflecting negatively on the Company or their respective officers, directors, investors, employees, and affiliates, including (without limitation) any matters ... | Label: Non-Disparagement |
0f5395e1-a062-43b7-804f-96043d6bd6f5 | Clause:
Except as would not, individually or in the aggregate, result in a Material Adverse Effect: (a) the Company owns, possesses, licenses or has other rights to use, on reasonable terms, all of the Company’s patents, patent applications, trade and service marks, trade and service mark registrations, trade names, co... | Label: Intellectual Property |
bb660baa-8e9f-4403-95ae-c7a5305b9ec3 | Clause:
The respective rights and obligations of the parties hereunder shall survive any termination of this Agreement to the extent necessary to the intended preservation of such rights and obligations. The provisions of this Section are in addition to the survivorship provisions of any other section of this Agreement... | Label: Survival |
9cdcca4f-b5bd-4a1d-94e4-a9943f979e2f | Clause:
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware (excluding any provision regarding conflicts of laws).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Appro... | Label: Governing Laws |
8c322a04-e14a-44be-b332-ee71d8f95454 | Clause:
Neither Party shall assign this Agreement without the prior written consent of the other Party (such consent not to be unreasonably withheld) except that a Party may assign this Agreement to an Affiliate or to a successor in connection with the merger, consolidation or sale of all or substantially all of its as... | Label: Assignments |
bba28644-9de2-4511-9780-88d18d5662ec | Clause:
Subject to the provisions of Section 4.1 , each Party will be entitled to enforce its rights under this Agreement specifically, to recover damages and costs caused by any breach of any provision of this Agreement and to exercise all other rights existing in its favor. Nothing herein shall prohibit any arbitrat... | Label: Remedies |
70b44c40-7a7e-4305-844a-9942a9c48ac0 | Clause:
This Agreement (a) constitutes the entire agreement, and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter of this Agreement and (b) is not intended to confer upon any person other than the parties hereto and their respective successo... | Label: Entire Agreements |
82f8c97f-5dbd-4836-a4b6-2e015c197dca | Clause:
All corporate action has been taken on the part of the Company, its officers, directors and stockholders necessary for the authorization, execution and delivery of this Agreement. The Company has taken all corporate action required to make all of the obligations of the Company reflected in the provisions of thi... | Label: Authorizations |
adc32bea-f379-4e7d-97d2-92fff96bcb82 | Clause:
The language of this Agreement shall be construed as to its fair meaning and not strictly for or against either party.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns... | Label: Construction |
5bfc1fc2-e6dc-4596-b39e-63a66dea4ed4 | Clause:
No Grantor will create or suffer to exist any Lien on the Collateral (except a Lien in favor of the Administrative Agent). Each Grantor will warrant and defend the right and title herein granted unto the Administrative Agent in and to the Collateral (and all right, title, and interest represented by the Collate... | Label: Further Assurances |
a5a63874-d5d5-435b-8a20-ad305e70b7f8 | Clause:
THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY CONFLICTS OF LAW PRINCIPLES THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE OF DELAWARE.
Task: Classify this clause into ONE of these... | Label: Governing Laws |
a860594f-ca1a-43b7-9746-be19c6928f4f | Clause:
Unless otherwise specified in this Agreement, each party will pay its own fees and expenses, as well as the fees and expenses of its own advisors and consultants, in connection with the entry into this Agreement and the transactions contemplated by this Agreement.
Task: Classify this clause into ONE of these t... | Label: Expenses |
4fdf84f2-b587-468b-9eea-984fd3964bf9 | Clause:
Section headings in this Agreement are included herein for convenience and reference only and shall not constitute a part of this Agreement for any other purpose.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, ... | Label: Headings |
3f1ce304-9cd5-4066-b814-36257a1a40d1 | Clause:
The invalidity, illegality or unenforceability of one or more of the provisions of this Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Agreement in such jurisdiction or the validity, legality or enforceability of this Agreement, including any suc... | Label: Severability |
b8ee9727-9e5b-4d4c-8151-1f799b68167a | Clause:
This Agreement and the other Loan Documents represent the agreement of the Guarantors, the Collateral Agent and the Secured Parties with respect to the subject matter hereof and thereof, and there are no promises, undertakings, representations or warranties by the Collateral Agent or any Secured Party relative ... | Label: Integration |
21dc6489-6498-47d0-877f-5d65e1215d41 | Clause:
EACH BORROWER SHALL INDEMNIFY AND HOLD HARMLESS LENDER, EACH OTHER SECURED PARTY AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS AND ATTORNEYS (THE “INDEMNITEES”) AGAINST ANY CLAIMS THAT MAY BE INCURRED BY OR ASSERTED AGAINST ANY INDEMNITEE, INCLUDING CLAIMS ASSERTED BY BORROWERS OR ANY OTHER PERSO... | Label: Indemnity |
7c41e845-f508-464f-b8a5-5bba0e2a0e41 | Clause:
The term of this Agreement shall begin on the Effective Date and shall continue until such time as (i) Executive provides the Company not less than sixty (60) days’ written notice of her intent to separate from the Company pursuant to Section 1(c) of the Standard Terms and Conditions; or (ii) either party termi... | Label: Terms |
87dedfd9-14b7-448d-be4d-bb72ccb37916 | Clause:
The Retainer Shares shall vest over a four (4) year period, with Retainer Shares representing 10,000,000 shares of Vitro Common Stock vesting upon the execution hereof and with the balance vesting, at a rate of 1/48 th of the total number Retainer Shares not vested upon the execution hereof, per month. All Ret... | Label: Vesting |
a4f39be2-9576-4a6b-a299-01ea9f75048d | Clause:
Title and risk of loss will pass to Purchaser upon receipt by Purchaser or its carrier at Innovel’s dock. Purchaser shall at its own expense arrange for shipping and transportation and any further sale of all Product, including, without limitation, payment of all transportation and related costs, shipping docum... | Label: Titles |
50726ca0-965d-425e-8e2f-5402ed78ca42 | Clause:
Except as permitted pursuant to Section 7.1(b)(vi), no Note Party will, without Agent’s or the Required Purchasers’ consent, compromise or adjust any Receivables (or extend the time for payment thereof) or accept any returns of merchandise or grant any additional material discounts, allowances or credits thereo... | Label: Adjustments |
423c465d-f16e-420f-973a-50f603edfcb7 | Clause:
The existence of the Company commenced as of the date upon which the Certificate of Formation was filed in the office of the Secretary of State of the State of Delaware, and the Company shall continue in existence until it is dissolved in accordance with the provisions of this Agreement, and to the extent provi... | Label: Terms |
7b7492b6-1147-4b86-833f-f81f88de066d | Clause:
If any term or provision of this Agreement or the application thereof shall, to any extent, be invalid or unenforceable, such invalidity or unenforceability shall not affect or render invalid or unenforceable any other provision of this Agreement, and this Agreement shall be valid and enforced to the fullest ex... | Label: Severability |
1d5b85b0-60bf-4f6a-9d50-7b7b97577894 | Clause:
Executive acknowledges that he has reviewed Caterpillar’s Worldwide Code of Business Conduct (the “Worldwide Code”) and understands his obligations to the Company under the Worldwide Code. Executive agrees that he has been given an adequate opportunity to advise the Company, and that he has fully and truthfully... | Label: Disclosures |
f10b1391-1f5e-4941-9f84-f2b1760a0a7b | Clause:
This document, together with its attached exhibits, the Founders Agreement, the Second Amended and Restated Fortress Investment Group LLC Principal Compensation Plan, the Escrow Agreements (as defined in the Founders Agreement), and the TRA Waiver (as defined in the Founders Agreement), constitutes the final, c... | Label: Entire Agreements |
4108b1af-7f50-4979-b28f-eeacc31fa501 | Clause:
This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement. The exchange of copies of this Agreement and the signature pages hereof by facsimile or ema... | Label: Counterparts |
e7c43630-fa85-4c60-85cc-be72a279e4a9 | Clause:
The Company may require, in its sole discretion, that Shares to be delivered as a result of the Participant's Retirement shall only be delivered if the Participant executes and delivers to the Company, a full general release, in a form acceptable to the Company, releasing all claims, known or unknown, that the ... | Label: Releases |
7dc5ba79-f631-4ac4-9d48-5562bdf52190 | Clause:
For services rendered by the Executive under this Agreement during the Employment Period, the Company shall pay to the Executive an annual base salary (“ Base Salary ”), evenly paid twice a month or on such other schedule as salaried employees of the Company are generally and regularly compensated. During the E... | Label: Base Salary |
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