id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
1b141fd1-143f-44e9-ba1c-3f06b5bf7ee2 | Clause:
(a) Wherever pursuant to this Agreement (i) Lender exercises any right given to it to approve or disapprove, (ii) any arrangement or term is to be satisfactory to Lender, or (iii) any other decision or determination is to be made by Lender, the decision of Lender to approve or disapprove, all decisions that arr... | Label: Miscellaneous |
8738eb89-3a87-48e6-9f4d-0229a44a8aba | Clause:
Each party hereto agrees to execute and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be reasonably necessary or desirable in order to consummate or implement expeditiously the transactions contemplated by this Agreement.
Task: Classify this cla... | Label: Further Assurances |
8d9c1eb2-660f-45e1-85a2-ca624eb99205 | Clause:
The Executive shall be entitled to no less than four weeks of vacation (or such greater vacation benefits as may be provided in the future by the Board or the Compensation Committee) during each year during the term of this Agreement and any extensions thereof, prorated for partial years. All time away shall b... | Label: Vacations |
e3d6d5a6-c37a-4199-886e-2ddcee3b4110 | Clause:
Notwithstanding any other provision of this Agreement, this Agreement is made, and the RSUs are granted, pursuant to the Plan and are in all respects limited by and subject to the express provisions of the Plan, as amended from time to time. To the extent any provision of this Agreement is inconsistent or in co... | Label: Construction |
7fa7652b-76c6-4fff-9a57-261096d5a16e | Clause:
The titles and section headings used herein are for convenience only and shall not be used in interpreting 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, Ass... | Label: Titles |
eb841853-04fd-4ee2-bd3c-ad25d795d110 | Clause:
As of May 12, 2016 and the date hereof, the capitalization of the Company is as set forth on Schedule 3.1(g)(1) , which Schedule 3.1(g)(1) shall also include the number of shares of Common Stock owned beneficially, and of record, by Affiliates of the Company as of the date hereof. Except as disclosed in Schedu... | Label: Capitalization |
a9ac8906-cc87-4212-a456-4c2a3c9c5066 | Clause:
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without giving effect to principles of conflicts of laws. Any dispute relating to this Agreement shall be subject to the exclusive jurisdiction of the courts of Delaware or the Federal Courts located therein, ... | Label: Governing Laws |
2d3ef8f4-6422-4a25-b887-1466e1028998 | Clause:
The Administrative Agents shall have received copies of signature pages to this Second Amendment, duly executed and delivered (including by way of facsimile or other electronic transmission) by each Administrative Agent, the Borrower and the Required Lenders, and acknowledged by each of the other Loan Parties.
... | Label: Amendments |
d818c06e-664b-4333-b2ee-805d617eb9dc | Clause:
The Executive shall continue to serve as the Company’s Chief Executive Officer. The Executive shall be responsible for all duties customarily associated with a Chief Executive Officer in a publicly-traded company. The Executive shall report directly to the Company’s Board of Directors (the “Board”) and shall be... | Label: Duties |
6d3109c2-727d-49e3-a7f6-9dff74370e9d | Clause:
If You did not have a Separation from Service before the date, if any, on which a “change in control event” occurs (within the meaning of Treasury Regulation Section 1.409A-3(i)(5)(i) & (ii)), then, except as otherwise provided in Your employment agreement with the Company, if applicable, any Restricted Stock U... | Label: Change In Control |
21341ad4-7dbe-40d1-9855-5db9edd15d41 | Clause:
No delay or omission on the part of the Agent or any Lender in exercising any rights hereunder shall operate as a waiver of such rights or any other rights, and no waiver of any right on any one occasion shall result in a waiver of such right on any future occasion or of any other rights; nor shall any single o... | Label: No Waivers |
9cfe076e-5ce8-4734-9eeb-1055fc872649 | Clause:
As soon as practicable following the Vesting Date (or such earlier date of vesting), subject to annual written certification by the Committee of the level of achievement of the respective Performance Goals for each of the Performance Periods, each of your earned PVRSUs, together with Dividend Equivalents (as de... | Label: Payments |
4d764f99-fca0-411f-88fd-e536694a8d5a | Clause:
The Company will pay all reasonable Registration Expenses as determined in good faith. In addition, except as otherwise provided in Section 2.06 hereof, the Company shall not be responsible for legal fees incurred by Holders in connection with the exercise of such Holders’ rights hereunder.
Task: Classify this... | Label: Expenses |
010a6899-5f57-47cb-9f1a-586940361e6e | Clause:
This Agreement may not be assigned by any party hereto without the written consent of the other party; provided , that Advisor shall be entitled to assign this Agreement to any Affiliate of Advisor. Any assignment in violation of the foregoing shall be null and void.
Task: Classify this clause into ONE of thes... | Label: Assignments |
78347196-dbcb-4e63-ab3d-4e0272d16ae9 | Clause:
Except as set forth in the SEC Reports, none of the officers or directors of the Company or any Subsidiary and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently a party to any transaction with the Company or any Subsidiary (other than for services as employees... | Label: Transactions With Affiliates |
9b4f5b45-6f00-4d11-9da5-a0f58dea377f | Clause:
Notwithstanding any other provision of the Plan or this Agreement, unless there is an available exemption from any registration, qualification or other legal requirement applicable to the Shares, the Company shall not be required to deliver any Shares issuable upon settlement of the Restricted Stock Units prior... | Label: Compliance With Laws |
35ba8917-fe99-4d6c-957e-75b161271c26 | Clause:
T his A g ree m e nt s e ts f o r th the e nti r e a g r ee m e nt a nd und er st a ndi n g b e t w e e n t he Comp a n y a nd me r e l a ting to the subj ec t m a tt e r h ere in a nd m er g e s a ll p r i or dis c ussions b e t wee n us. N o modi f i ca tion or a m e n dm e nt to this A g r e e m e nt, nor a ... | Label: Entire Agreements |
d413d6c4-5782-446c-ad0c-bcb63a588d0b | Clause:
The Company will indemnify and hold harmless each Purchaser and, where applicable, its directors, officers, employees, agents, advisors and shareholders (each, an “ Indemnitee ”) from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, ... | Label: Indemnifications |
addfc372-781c-46b2-8d54-9740eb6869c1 | Clause:
As a condition of receiving any and all amounts payable and benefits or additional rights provided pursuant to this Agreement beyond the Accrued Benefits, Executive must execute and deliver to the Company and not revoke a general release of claims in favor of the Company in substantially the form attached on Ex... | Label: Releases |
792ea0f7-c262-4850-b7f2-ad6814e3d601 | Clause:
Each of the parties to this Agreement shall use its reasonable best efforts to effect the transactions contemplated by this Agreement. Each party to this Agreement, at the reasonable request of another party to this Agreement, shall execute and deliver such other instruments and do and perform such other acts a... | Label: Further Assurances |
2cc08a87-ef5d-4d14-ae75-131a64ead8b2 | Clause:
This Agreement shall be binding upon and inure to the benefit of the parties hereto and their heirs, executors, administrators, successors, legal representatives, and permitted assigns.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption ... | Label: Binding Effects |
9a45525e-bd34-4df0-8e63-d0ac84722557 | Clause:
THIS IP SECURITY AGREEMENT AND ANY CLAIM, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS IP SECURITY AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE O... | Label: Governing Laws |
6e29c4c1-bbc4-4c8b-962e-b8af513f0ecf | Clause:
The Business Properties comprise all the land and buildings leased, controlled, occupied or used by the Seller in relation to the Business. The information in respect of the Business Properties set out in the Disclosed Information is accurate in all respects.
Task: Classify this clause into ONE of these types ... | Label: General |
ffc79810-a870-484b-834a-1b7eb723dc55 | Clause:
The Company shall remain obligated hereunder notwithstanding that, without any reservation of rights against the Company, and without notice to or further assent by the Company, any demand for payment of any of the Obligations made by the Administrative Agent, the Required Lenders or as applicable another Secur... | Label: Amendments |
90688f83-04a4-4085-b8c1-867d8c3cfaf9 | Clause:
This Termination Agreement may be executed in any number of separate counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendm... | Label: Counterparts |
ef8f02cc-e693-46f3-aafe-08f4e341309d | Clause:
A Participant shall be entitled to benefits under this Appendix only if the Participant retires or otherwise terminates employment with the Company and its Affiliates on or after the Participant’s attainment of age fifty-five (55) and on or after the date on which the Participant has completed ten (10) years of... | Label: Vesting |
81bdc212-4e4a-449e-a145-57bd3527f444 | Clause:
Except, in each case, as could not reasonably be expected to have a Material Adverse Effect: the Borrower and the Restricted Subsidiaries own, license or possess the right to use, all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licenses, technology, software,... | Label: Intellectual Property |
4fb7e9c9-9b4e-442e-aa2a-41c7037045db | Clause:
In consideration of the Company’s promises in this Agreement, Executive agrees to execute the Waiver and General Release attached hereto as Exhibit “A” no sooner than his Termination Date and no later than the conclusion of the twenty-first (21 st ) day after the Delivery Date. By signing this Agreement, Execut... | Label: Waivers |
0bb49d57-e135-41ac-b148-c9b7c675c7b8 | Clause:
Purchaser is a duly organized and validly existing entity in its jurisdiction of organization or formation and in good standing under the laws of the State of its jurisdiction of formation or organization, and is (or will be by each applicable Closing) qualified to do business and in good standing under the law... | Label: Organizations |
fdc07e52-c1c6-4503-8e27-09d6f538dd5f | Clause:
(a) Commitment fees and interest in respect of ABR Loans based upon clause (a) of the definition of ABR shall be calculated on the basis of a 365- (or 366- as the case may be) day year for the actual days elapsed (including the first day and excluding the last day). Interest in respect of Eurocurrency Loans, ... | Label: Fees |
a2618c5e-0010-47b8-b8ce-216e91f5ba7a | Clause:
Each of Sublandlord and Subtenant represents and warrants to the other that except for Cushman & Wakefield (“ Broker ”) it has not dealt with any broker in connection with this Sublease, and each agrees to indemnify, defend and hold the other harmless from and against any breach of said representation and warra... | Label: Brokers |
0cfddf5b-6449-4612-aa11-b7b55ceecae9 | Clause:
Purchaser may not assign its rights under this Agreement without first obtaining Seller’s written approval, which approval may be given or withheld in Seller’s sole discretion. Any transfer, directly or indirectly, of any stock, partnership interest or other ownership interest in Purchaser without Seller’s writ... | Label: Assignments |
84514905-c75a-482f-a10d-4ca3231e69fc | Clause:
If any of the Premises shall be sold, transferred or otherwise disposed of by the Mortgagor in a transaction permitted by the Credit Agreement, then the Mortgagee, at the request of the Mortgagor, shall execute and deliver to the Mortgagor all releases or other documents reasonably necessary or desirable for th... | Label: Releases |
52cd3cc1-285c-4374-ab13-1afd291943be | Clause:
All notices, requests and demands to or upon the Collateral Agent or any Granting Party hereunder shall be effected in the manner provided for in Section 11.2 of the Credit Agreement; provided that any such notice, request or demand to or upon any Guarantor shall be addressed to such Guarantor at its notice add... | Label: Notices |
419c1a89-cca8-42f6-82e6-5106d3fba549 | Clause:
Steipp further acknowledges and agrees with the Company that the particular matters referred to in this Agreement are of such nature that in the event of a threatened or actual violation thereof, proof of damages would be extremely difficult. Therefore, in the event of the breach or threatened breach by Steipp ... | Label: Remedies |
97442113-1de5-464e-ae0d-96bdbef85de8 | Clause:
The Participant shall make appropriate arrangements with the Employer for satisfaction of any federal, state or local income tax withholding requirements, Social Security and other employment tax or other requirements applicable to the granting, crediting, vesting or payment of benefits under the Plan. If no ar... | Label: Withholdings |
80742bad-6c82-472c-8745-417a1ca739e4 | Clause:
Each of AMYRIS and Company shall promptly notify the other in writing of any existing or threatened infringement or misappropriation by any Third Party of any AMYRIS Licensed IP licensed to Company under this Agreement, which infringement or misappropriation could reasonably be expected to have a material adver... | Label: Notices |
2ee72d4d-830b-4f6a-babf-c14657ab032c | Clause:
Subject to the terms of this Agreement, this Agreement will remain in effect for a period commencing on the Employment Date and ending on the fourth (4th) anniversary thereof (the “ Term ”). Upon a termination of employment and to the extent requested in writing by the Company, you agree to resign from all posi... | Label: Terms |
7f32e46b-fb6f-44eb-8416-c4739dc1bf8b | Clause:
This Agreement shall commence on the effective date indicated by Health Plan on the signature page of this Agreement (“Effective Date”) and shall continue in effect for one year; thereafter, it shall automatically renew for successive one (1) year terms unless and until terminated by either party in accordanc... | Label: Terms |
2ecf2807-31f2-420a-a618-3ecfcb29ea4a | Clause:
DanDrit does not have any insurance policies in effect, except for the Directors’ and Officers’ Liability Insurance. No claims have been made, no claims are outstanding and no fact or circumstance exists which may give rise to a claim under DanDrit’s insurance policies.
Task: Classify this clause into ONE of t... | Label: Insurances |
f50036b3-dba7-4774-be3e-e7b3e5fb84bf | Clause:
This Agreement shall be governed by, construed and enforced in accordance with the laws of the State of New Jersey. Any action to enforce the provisions of this Agreement shall be commenced exclusively either in the Superior Court of the State of New Jersey or in the United States District Court for the Distric... | Label: Governing Laws |
ae3c8dda-aead-4764-83e0-97b4c5b49e72 | Clause:
Schedule 3.21 sets forth a true, complete and correct description of all material insurance maintained by or on behalf of Holdings, the Borrower or the Subsidiaries as of the Closing Date. As of the Closing Date, all premiums in respect of such insurance, to the extent due, have been paid. The insurance maintai... | Label: Insurances |
cde3a8ac-8929-4a68-b762-2fb2643dbc9a | Clause:
Except as provided Section 2(f) of this Agreement, neither party hereto shall have the right to assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreemen... | Label: Assignments |
fa191659-c555-45f0-aae7-9fd7b2707b66 | Clause:
The Company shall reimburse the lead Buyer for all reasonable and documented costs and expenses incurred by it or its affiliates in connection with the structuring, documentation, negotiation and closing of the transactions contemplated by the Transaction Documents (including, without limitation, as applicable,... | Label: Fees |
2cfc9a98-ad93-4fec-946e-08503be4dc03 | Clause:
Except as otherwise provided in Section 8, the Option shall vest and become exercisable with respect to the number of Option Shares specified on the Vesting Date(s) set forth above, in each case provided that the Optionee has been in continuous service with the Company from the Date of Grant through such Vestin... | Label: Vesting |
ce1cb0dc-513e-438a-a2c9-db6d2626bfc1 | Clause:
This Services Agreement may be executed in four counterparts, in original all of which shall be considered one and the same Services Agreement, and all of which shall become effective when one or more such counterparts have been signed by each of the Parties and delivered to the other Party.
Task: Classify thi... | Label: Counterparts |
e3726d0c-1919-4144-8c9c-066a434d2bba | Clause:
This Agreement contains the entire understanding of the Parties relating to the subject matter of this Agreement and merges, supersedes and replaces all other such prior written or oral agreements, understandings or arrangements relating to such subject matter. Employee acknowledges that in entering into this A... | Label: Entire Agreements |
529bbb71-7d31-4317-902a-bd287a384f13 | Clause:
This Third Amendment may be executed in one or more counterparts, each of which, when taken together, shall constitute one and the same document. A facsimile or portable document format (PDF) signature on this Third Amendment shall be equivalent to, and have the same force and effect as, an original signature.
... | Label: Counterparts |
9574116e-a64e-4fd0-85d3-9a3e24eaf287 | Clause:
The Company and the Executive are parties to an Indemnification Agreement, dated January 4, 2016 (the “ Indemnification Agreement ”), which shall continue in force and effect in accordance with its terms.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendment... | Label: Indemnifications |
cb0b40db-cce6-432e-bb59-1015ea197ea9 | Clause:
In the event of any change in the outstanding shares of Common Stock, without the receipt of consideration by the Company, by reason of a stock dividend, stock split, reverse stock split or distribution, recapitalization, merger, reorganization, reclassification, consolidation, split-up, spin-off, combination o... | Label: Adjustments |
1455f21b-e68d-4663-9ebf-2ee1da51c7fe | Clause:
The provisions of this Exchange/Subscription Agreement shall be binding upon and accrue to the benefit of the parties hereto and their respective heirs, legal representatives, successors and permitted assigns.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amen... | Label: Binding Effects |
3d3bfd27-0d25-4814-a020-5098c30a2443 | Clause:
This Amendment, together with the Employment Agreement, constitutes the entire agreement between and among the parties and supersedes any and all prior and contemporaneous oral or written understandings between the parties relating to the subject matter hereof.
Task: Classify this clause into ONE of these type... | Label: Entire Agreements |
375445ec-25a8-44ae-9b3c-b3b821338f46 | Clause:
Landlord and Tenant hereby terminate the Lease effective as of the Effective Date. Landlord and Tenant agree that on the date of the Option Closing, the Termination of Memorandum of Lease Agreement attached hereto as Exhibit "A" shall be recorded in the Real Property Records of Denton County, Texas. Notwithstan... | Label: Terminations |
83661820-9eea-4dac-9ead-61abbe5e20a9 | Clause:
No change, modification, or termination of any of the terms, provisions, or conditions of this Agreement shall be effective unless made in writing and signed by the Employee and an authorized officer of the Company.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements... | Label: Amendments |
b4959f69-74ab-4826-a94f-cebe5c30ab70 | Clause:
This Agreement, which shall inure to the benefit of and shall be binding upon the respective successors and permitted assigns of each Borrower, Agent and each Lender, shall become effective on the date hereof and shall continue in full force and effect until September 12, 2019 (the “ Term ”) unless sooner termi... | Label: Terms |
f3bc2514-59e3-4f34-946b-ba9a0f15d332 | Clause:
If the Company terminates Employee's employment for any reason other than for Cause (as hereinafter defined), death or Disability (as defined herein), or if Employee resigns for Good Reason (as defined herein), then Employee shall be entitled to severance pay equal to thirty (30) months of Employee's Base Salar... | Label: Benefits |
8ecdbbe3-aca4-45c5-960d-ce4fa9e36e0b | Clause:
An Eligible Employee may participate in the Plan pursuant to Section 3(a) by (i) submitting to the Company’s stock administration office (or its designee), on or before a date determined by the Administrator prior to an applicable Offering Date, a properly completed subscription agreement authorizing payroll de... | Label: Participations |
92a4b2e5-fc3b-4f73-aebc-476232a097b6 | Clause:
(a) Payments Free of Taxes . Any and all payments by or on account of any obligation of any Loan Party under any Financing Document shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of an appli... | Label: Taxes |
4817329a-2a04-49bf-a9b4-ae2c5af0d4a5 | Clause:
Whenever possible each provision and term of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision or term of this Agreement shall be held to be prohibited by or invalid under such applicable law, then such provision or term shall be ineffec... | Label: Severability |
e223c037-07b2-4240-91ce-5fb8f0f4bdde | Clause:
Any notice or other communication required or permitted by this Agreement to be given to a Party will be in writing and will be deemed given (i) if delivered personally or by commercial messenger or courier service, (ii) when sent by confirmed facsimile, or (iii) if mailed by U.S. registered or certified mail (... | Label: Notices |
5e3a0b98-be20-4326-bda1-06590d8a9154 | Clause:
Each of Seller and Guarantor has all requisite corporate or other power, and has all governmental licenses, authorizations, consents and approvals necessary to own its assets and carry on its business as now being or as proposed to be conducted, except where the lack of such licenses, authorizations, consents a... | Label: Powers |
06fcb5ca-e493-4342-a403-ea9ed82f4357 | Clause:
Section 2.14 of the Disclosure Schedules sets forth all Contracts currently in effect or pursuant to which the parties thereto have current or future rights or obligations between, among or involving the Company, the Company Loans or the Underlying Issuers, on the one hand, and Seller Parent or Seller or any ... | Label: Transactions With Affiliates |
cba78625-88c7-4a8e-86e5-5d556588a4e6 | Clause:
This Agreement may be executed in one or more counterparts, each of which, when so executed and delivered or transmitted by facsimile, e-mail or other electronic means, shall be deemed to be an original, and all of which taken together shall constitute but one and the same instrument. Execution and delivery of ... | Label: Counterparts |
9715d0b6-9d8d-4de4-95cd-7bd904b66b2e | Clause:
The execution, delivery and performance by the Issuer of this Consent and the New Indenture do not and will not (i) violate any material provision of federal, state, or local law or regulation applicable to the Issuer, the governing documents of the Issuer, or any order, judgment, or decree of any court or othe... | Label: No Conflicts |
68af6c47-a6a9-4df3-9928-46ef10c10036 | Clause:
By accepting this Grant, Grantee expressly warrants that he or she has received an award of Performance-Based Restricted Stock Units under the Plan, and has received, read and understood a description of the Plan. Grantee understands that the Plan is discretionary in nature and may be amended, suspended or term... | Label: Amendments |
6176825c-1b1d-47d2-b225-fda5d20b9494 | Clause:
The Plan Administrator shall serve without compensation for services rendered hereunder. The Plan Administrator is authorized at the expense of the Employer to employ such legal counsel and/or Plan record keeper as it may deem advisable to assist in the performance of its duties hereunder. Expense and fees in c... | Label: Expenses |
e2c39ea3-1b4b-419d-9d42-0a73471417b7 | Clause:
The Company represents and warrants to the Pulte Parties that: (a) the Company has the requisite corporate power and authority to execute this Agreement and any other documents or agreements to be entered into in connection with this Agreement and to bind it hereto and thereto; (b) this Agreement has been duly ... | Label: Representations |
5ec1509f-5464-4a64-a065-72f835c773e1 | Clause:
The Parties and their respective Affiliates or subsidiaries shall cooperate with each other in all reasonable respects in matters relating to the provision and receipt of the Services.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption L... | Label: Cooperation |
1c49b10f-b7c4-4833-93dc-28cbb8447d0b | Clause:
The Plan shall be effective as of October 1, 2007 (the “Effective Date”).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Ben... | Label: Effective Dates |
77014ea3-fbdf-4bc6-9613-1ddb9b9ac659 | Clause:
In reliance on the representations, warranties, covenants and agreements contained in this Amendment, and subject to the satisfaction of the conditions precedent set forth in Section 2 hereof, the Credit Agreement shall be amended effective as of the Third Amendment Effective Date in the manner provided in this... | Label: Amendments |
181a6f4b-5d74-4e7c-a507-7a2cfabac10a | Clause:
You represent and agree that: (a) you have carefully read and understand this Agreement and, in particular, the General Release, Waiver and Covenant Not to Sue contained in paragraph 4 above, and fully understand the final and binding effect of same; (b) you were advised to consult legal counsel before signing ... | Label: Representations |
e122b4dc-e01b-4d33-8a97-7d8d9effdfac | Clause:
Since May 10, 2016, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission pursuant to the reporting requirements of the Exchange Act (all of the foregoing including filings incorporated by reference therein being referred to her... | Label: Financial Statements |
9a3193ee-9e04-4b9e-9a4b-a8030ed5bd16 | Clause:
Each of Guarantor, Agent and Lenders (by their acceptance of this Guaranty) irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the courts of the State of New York located within the First Department of the New York State Unified Court System and of the Unit... | Label: Consent To Jurisdiction |
b04b8677-b3fc-4a36-af54-b38f1d0f93d3 | Clause:
Use the proceeds of the Credit Extensions worldwide for working capital and capital expenditure purposes, settlement of put obligations, acquisitions permitted hereunder and other lawful purposes not in contravention of any Law or of any Loan Document; provided , the Kohler Acquisition Closing Date Borrowing wi... | Label: Use Of Proceeds |
9558dc1d-dd0f-4bb3-bc5f-230e33059b5e | Clause:
This lease is binding upon and inures to the benefit of the parties and their respective heirs, executors, administrators, successors, and permitted assigns.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Appro... | Label: Binding Effects |
afbde5a2-ee06-4559-94b6-08c56da670f3 | Clause:
(a)The Audited Financial Statements and the Unaudited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the periods covered thereby, except as otherwise expressly noted therein, subject, in the case of the Unaudited Financial Statements, to the absence of footnotes a... | Label: Financial Statements |
c13ccfa9-c00d-4ebc-80af-af49fcd2038c | Clause:
During the Term (as defined below), Executive shall serve the Company as Chief Administrative Officer and President - Research & Technology or in such other capacity as the Board shall determine. Executive shall comply with the policies of the Company as may be in effect from time to time for executive officers... | Label: Duties |
7f2df8f1-df6f-40bb-8b07-d51c54208110 | Clause:
Neither the Company nor the Executive may make any assignment of this Agreement or any interest herein, by operation of law or otherwise, without the prior written consent of the other; provided, however, that (a) the Company may assign its rights and obligations under this Agreement without the consent of the ... | Label: Assignments |
d74cd6e9-ceb0-4ef7-b622-f0132c779562 | Clause:
No Default or Event of Default has occurred and is continuing. Except for any breaches, defaults, violations, or rights of termination or acceleration which purport to become effective upon the occurrence of the Bankruptcy Case, to the Knowledge of Borrower, Borrower is not in breach or default under or with re... | Label: No Defaults |
c224e839-fc6d-4a42-bf37-8dc6594055ed | Clause:
This Agreement may be executed by facsimile in multiple counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts taken together shall constitute one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustmen... | Label: Counterparts |
0977f3da-c2bb-4d90-8a91-c58e8198f9bd | Clause:
(i) All Federal and material state and local tax returns and other reports required by applicable Requirements of Law to be filed by any Loan Party have been filed, or extensions have been obtained, and (ii) all taxes, assessments and other governmental charges imposed upon any Loan Party or any property of any... | Label: Taxes |
b87ea8a1-9eda-4af8-b1b7-02379447acb6 | Clause:
This Agreement, together with the Merger Agreement, constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter of this Agreement.
... | Label: Entire Agreements |
d49766b9-07b4-42cb-9fee-5e2cd090ac98 | Clause:
The execution, delivery and performance by such Investor of the Transaction Documents to which such Investor is a party have been duly authorized and each will constitute the valid and legally binding obligation of such Investor, enforceable against such Investor in accordance with their respective terms, subje... | Label: Authorizations |
50107635-dda9-4387-9a61-6ed783cf1ec5 | Clause:
The Loan shall bear interest as set forth in the Note. Any other Obligations shall bear interest at the highest applicable rate then accruing on the outstanding balance of the Loan.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws... | Label: Interests |
6312b6bf-8e26-4e29-873d-1995eb8dab23 | Clause:
Purchaser has been furnished with the audited consolidated financial statements of the Company and its Subsidiaries for the most recently competed fiscal year as required by Section 5.1.1 and the unaudited consolidated financial statements of the Company and its Subsidiaries for the most recently competed fisca... | Label: Financial Statements |
0d4610a9-bcf1-4245-a343-2089218de675 | Clause:
As of the Initial Funding Date, no Loan Party has any Subsidiaries other than those specifically disclosed in Schedule 5.12 , and all of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and non-assessable and are owned by a Loan Party as specified on Schedule 5.12 f... | Label: Subsidiaries |
17f0131b-218e-4dd5-8967-2fbdbff08b14 | Clause:
Notwithstanding Section 4 of the TIC Agreement, each of Duke and Commander hereby fully and irrevocably waive their right to partition the Property and/or to vote on any sale, refinancing or exchange of the Property.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreement... | Label: Sales |
0a11c768-6f16-4b44-951c-4976f8c605ee | Clause:
The Closing of the purchase and sale of the Units pursuant to hereto shall take place at the offices of Bass, Berry & Sims PLC on the Closing Date or at such other location or remotely by facsimile transmission or other electronic means as determined by the Company.
Task: Classify this clause into ONE of these... | Label: Closings |
1928db19-8611-488f-aebc-4344553e3618 | Clause:
Any notice necessary under th e Agreement should be addressed to the Company in care of its Vice President – Compensation and Benefits at the principal executive office of the Company and to the Participant at the address appearing in the personnel records of the Company for the Participant or to either party a... | Label: Notices |
8d722889-7211-43d3-ac97-444f82989ee9 | Clause:
Any notices provided for in the Award or the Plan shall be given in writing and shall be deemed effectively given upon receipt or, in the case of notices delivered by the Corporation to the Grantee, five (5) days after deposit in the United States mail, postage prepaid, addressed to the Grantee at the last addr... | Label: Notices |
b3489058-3e4d-45f2-ae04-1dce61c24970 | Clause:
If any Performance Units vest subsequent to any change in the number or character of the Common Stock of the Company (through any dividend (other than a regular cash dividend) or other distribution (whether in the form of cash, Common Stock, other securities or other property), recapitalization, stock split, re... | Label: Adjustments |
c9a11260-1575-4f7e-80e4-5ae11b6c1301 | Clause:
The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect, (b) will not violate any applicable law or regulation or the charter, by-laws or other orga... | Label: No Conflicts |
e67d8f4b-b405-4246-b972-615296618797 | Clause:
(a) Any and all payments by or on account of any obligation of the Borrower hereunder shall (except to the extent required by law) be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower shall be required to deduct or withhold any Indemnified Taxes... | Label: Taxes |
2fe95eee-322c-484d-bad5-cf5975c0769b | Clause:
The term of the Company commenced on December 17, 2015 by filing the Certificate of Formation with the office of the Secretary of State of the State of Delaware and shall continue in existence perpetually until termination or dissolution in accordance with the provisions of Article X .
Task: Classify this clau... | Label: Terms |
b0a1b0d3-ea6e-4e4a-9b49-4e5e60da0b6e | Clause:
The parties agree that irreparable damage would occur in the event that any of the provisions of Section 7.03 of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Accordingly, each of the parties shall be entitled to specific performance of the terms thereof, ... | Label: Specific Performance |
ba23eab3-e152-400f-9d27-baa54164e3d4 | Clause:
Section 18.3 of the Plan shall apply with regard to any federal (including contributions under the Federal Insurance Contributions Act), state or local tax withholding as may be applicable with respect to the grant, vesting, ownership or disposition of any of the Regular TRG Units or Performance TRG Units.
Tas... | Label: Tax Withholdings |
a2d229fc-c871-4bc2-bd92-39e620552c78 | 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 of the undersigned. Execution and delivery of this Agreement by exchange of facsimile copies bearing the facsimile sig... | Label: Counterparts |
37791cf1-e7f3-45e1-a935-89d97932b241 | Clause:
Upon the indefeasible payment in full of all Secured Liabilities Subordinated Lender shall release the security interest granted to Subordinated Lender pursuant to this Agreement and, except as otherwise provided herein, all of Borrower’s obligations hereunder shall at such time terminate.
Task: Classify this ... | Label: Terminations |
654b84f5-5217-48fd-bcf5-7b25e922b177 | Clause:
The term of Executive's employment hereunder shall commence on June 16, 2015 and shall continue until June 16, 2016, unless sooner terminated or extended as hereinafter provided (the "Employment Term").
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments,... | Label: Terms |
ced9553e-e5b5-4be5-aad7-fd0bf77cdc2d | Clause:
Upon termination of this Agreement, Buyer, at its sole option, shall return to Seller or shall destroy all title, engineering, environmental assessments or reports, maps and other information furnished by or on behalf of Seller to Buyer or prepared by or on behalf of Buyer in connection with its due diligence i... | Label: Confidentiality |
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