id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
f7255a05-b8d8-4f14-9f73-e8778af52052 | Clause:
This Agreement, the other Transaction Documents, and the other agreements and documents referred to herein are intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject... | Label: Entire Agreements |
4d37ee1a-633d-47dc-9c99-47e31c48c886 | Clause:
Employee and Employer will not, except as may be mandated by statutory or regulatory requirements or as may be required by legal process, disclose to others the terms of this Agreement, the amounts referred to in this Agreement, or the fact of the payment of said amounts, except that Employee and Employer may d... | Label: Confidentiality |
74bff2f6-d64d-4272-ba83-39f0c182fff6 | Clause:
As of the date hereof, the authorized capital stock of the Company is set forth in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017. Except as disclosed in the SEC Documents (as defined below), (i) no shares of the Company’s capital stock are subject to preemptive rights or any ot... | Label: Capitalization |
7127466a-1636-451b-b001-5f7d6154b790 | Clause:
Unless otherwise defined herein, capitalized terms shall have the meanings assigned to such terms in the Grant Notice, the Plan, or in the Glossary at the end of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Ap... | Label: Definitions |
ffc380be-c203-4936-863c-ce52d937cbfd | Clause:
Executive’s employment under the terms and conditions of this Agreement will commence on the Effective Date. The term of this Agreement (the “Term”) shall consist of the “Initial Term” and “Renewal Terms” (as defined below), which, in any case, may be terminated earlier pursuant to Section 5 hereof. The Initial... | Label: Terms |
8122dd70-bed1-4d26-acce-48cad256a928 | Clause:
The Company has maintained commercially reasonable practices to protect the confidentiality of the Company’s confidential information and trade secrets and has required any employee or third party with access to the Company’s confidential information to execute enforceable contracts requiring them to maintain t... | Label: Confidentiality |
3105aa52-358b-4bdf-bc42-1aee59bcb404 | Clause:
Each party’s obligations under this Section 3.03 shall survive the resignation or replacement of any Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.
... | Label: Survival |
cc9e4629-c832-411c-9812-6368b2680016 | Clause:
This Warrant may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Warrant delivered by e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delive... | Label: Counterparts |
0d7fdbf4-87e5-4a4e-8fd9-d0fb623338b7 | Clause:
EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LEGAL REQUIREMENT, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS SECURITY AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED ... | Label: Waiver Of Jury Trials |
bba2158c-220f-40a2-87e3-392dcc47cc7b | Clause:
If any clause or provision of this Agreement is determined to be illegal, invalid or unenforceable under any present or future law by the final judgment of a court of competent jurisdiction, the remainder of this Agreement will not be affected thereby. It is the intention of the parties that if any such provisi... | Label: Severability |
845be6ee-ea67-4881-85d5-75d8adcc1f36 | Clause:
Except as to the Court’s Order dated December 17, 2015, attached as Exhibit E and incorporated herein, the terms and conditions set forth in this Agreement constitute the complete and exclusive statement of the agreement between the Parties hereto relating to the subject matter of this Agreement, superseding al... | Label: Entire Agreements |
3e6c9ac7-e568-40df-90fb-25535e24d402 | Clause:
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to the choice-of-laws provisions thereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable L... | Label: Governing Laws |
dbe15b5c-2c4d-4b0c-aa18-869221ab7d14 | Clause:
This Option Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to conflict of laws principles thereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable La... | Label: Governing Laws |
220c533c-6baa-4f0f-9a49-b4291141de5d | Clause:
Except as otherwise explicitly stated in this Plan, the validity, construction and effect of the Plan and any rules and regulations relating to the Plan shall be determined in accordance with the laws of the State of Florida and applicable United States federal laws.
Task: Classify this clause into ONE of thes... | Label: Governing Laws |
72990745-0f33-4452-993e-6dd1e59a8fe8 | Clause:
The parties hereto agree that any suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby shall be instituted in any State or U.S. federal court in The City of New York and County of New York, and waive any objection which they may now or hereafter have to ... | Label: Jurisdictions |
ce3f485f-312e-441a-b3ce-749af46db577 | Clause:
The U.S. Borrower and each of the Subsidiaries (a) has timely filed or caused to be filed all Tax returns and reports required to have been filed, except to the extent that failure to do so could not reasonably be expected to result in a Material Adverse Effect, and (b) has paid or caused to be paid all Taxes r... | Label: Taxes |
2f7ababf-90f6-44af-8bf7-6887d9b72894 | Clause:
All notices and other communications provided for hereunder shall be delivered or made as provided in Section 10.2 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, Arbitration,... | Label: Notices |
a8891bd3-3146-4c89-8948-5d19d413d76a | Clause:
The Company has no Subsidiaries other than those listed in Schedule 3.1(a ) hereto. The Company, directly or indirectly, owns 100% of the outstanding equity interests of the Material Subsidiaries. There are no outstanding options or other rights to purchase or receive equity interests of a Material Subsidiary. ... | Label: Subsidiaries |
364b72f2-dc8d-46db-a681-af1bf6fb13d1 | Clause:
This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York without giving effect to the principles of conflicts of laws thereof (except for Section 5-1401 and Section 5-1402 of the General Obligations Law of the State of New York). Venue for any action to e... | Label: Governing Laws |
6c890d03-f72b-4fe2-a528-e713ef237e54 | Clause:
This Agreement may be terminated by the Company or the Investor, by written notice to the other, if the Closing has not been consummated by the third Business Day following the date of this Agreement; provided, that no such termination will affect the right of any party to sue for any breach by the other party ... | Label: Terminations |
e0773c20-13f5-4218-9c2f-c5eb5f1c857e | Clause:
Lender shall not be deemed to have waived any rights under this Agreement unless such wavier is given in writing and signed by Lender. No delay or omission on the part of Lender in exercising any right shall operate as a waiver of such right or any other right. A waiver by Lender of a provision of this Agreem... | Label: Waivers |
92fcbc88-898e-4da7-af9e-041096f89834 | Clause:
Neither Harper nor Endocyte shall make false, negative or disparaging statements about the other Party (and, in the case of Harper, about Endocyte's Representatives, management, policies, practices or services) to any other person or entity, except as may be legally required .
Task: Classify this clause into O... | Label: Non-Disparagement |
dbbcbaf3-3d84-4378-a727-7c94a2a5e27e | Clause:
This Agreement may not be assigned by the Company (whether by operation of law or otherwise) without the prior written consent of the Required Holders; provided, however, that in the event that the Company is a party to a merger, consolidation, share exchange or similar business combination transaction in which... | Label: Assignments |
c02d5e86-550c-4339-83ae-ad621c812a98 | Clause:
Each Receivable requires the related Obligor to maintain a comprehensive and collision insurance policy (i) in an amount at least equal to the lesser of (A) its maximum insurable value or (B) the Principal Balance due from the Obligor under the related Receivable, (ii) naming the Seller as loss payee and (iii) ... | Label: Insurances |
a6071f5e-2e44-40bb-a03e-4823e510ebaa | Clause:
Following Purchaser’s delivery to Seller of Purchaser’s request for the same from time-to-time, Seller shall use commercially reasonable efforts to obtain consents required for the assignment of Seller’s interest in and to the Personal Property, the Intangible Personal Property and the Licenses and Permits.
Ta... | Label: Consents |
688e44ac-1e15-48fc-9140-a7e17a730064 | Clause:
This Agreement constitutes the full and entire understanding and agreement among the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the parties is expressly canceled; provided that , for the avoidance of doubt, t... | Label: Entire Agreements |
b5a3f410-64fc-4962-8ee7-e9f3ee2a31db | Clause:
From and after the Effective Date, the Administrative Agent shall make all payments in respect of [the][each] Assigned Interest (including payments of principal, interest, fees and other amounts) to [the][the relevant] Assignor for amounts that have accrued to but excluding the Effective Date and to [the][the r... | Label: Payments |
6886fa5d-81bb-44c7-8529-e474aa3e7d32 | Clause:
The term of the Option shall commence on the Grant Date and expire on the tenth anniversary of the Grant Date, unless the Option shall have sooner been terminated in accordance with the terms of the Plan or this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agr... | Label: Terms |
c1fa1fbf-7cc2-469c-a07c-023e3bbcdafe | Clause:
Participant acknowledges that the Corporation or an Affiliate may disclose secret or confidential information to Participant during the period of Participant’s Service to enable Participant to perform his or her duties. Participant agrees that, subject to the following sentence, Participant shall not during his... | Label: Confidentiality |
c5e611c7-ac04-41c0-b999-99d1fda691ca | Clause:
Interest shall accrue on late payments under this Agreement at the Default Interest Rate from the date that payment is due until the date that payment is actually received by Aron.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws,... | Label: Interests |
e62b5821-a26d-4fa3-81af-e1b68cebd38f | Clause:
Except as otherwise provided in this Security Agreement, all notices and other communications provided for hereunder shall be sent in the manner and subject to the terms of Section 9.09 of the Credit Agreement at the address or facsimile number of such party specified in the Credit Agreement, on the signature p... | Label: Notices |
cc61bcfb-b617-48de-ac22-5e68c319e4ea | Clause:
EACH OF THE GRANTORS, THE COLLATERAL AGENT AND (BY ACCEPTING THE BENEFITS HEREOF) THE OTHER SECURED PARTIES IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS SECURITY AGREEMENT OR THE ACTIONS ... | Label: Waiver Of Jury Trials |
bc918559-0401-41c3-a62a-0adc26d24a1e | Clause:
Landlord and Tenant hereby warrant to each other that they have had no dealings with any real estate broker or agent in connection with the negotiation of this First Amendment other than Landlord’s use of Cushman & Wakefield (the “ Broker ”), and that they know of no other real estate broker or agent who is ent... | Label: Brokers |
163df9f8-8965-41c8-a988-114ec6db3f65 | Clause:
As of the date hereof, the authorized common stock of the Company consists of 6,250,000,000 authorized shares of Common Stock, $0.00001 par value per share, of which 2077122853 shares are issued and outstanding; and 141758242 shares are reserved for issuance upon conversion of the Note. All of such outstanding ... | Label: Capitalization |
42630912-b5f5-4947-b929-ad13419e4e8b | Clause:
This Agreement shall not have been terminated as to Purchaser in accordance with Section 6.16 herein.
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, Auth... | Label: Terminations |
a948d56e-a7fd-41ad-801d-b933303320dd | Clause:
This Guarantee represents the agreement of Guarantor with respect to the subject matter hereof and there are no promises or representations by Buyer or any Affiliate of Buyer relative to the subject matter hereof not reflected herein.
Task: Classify this clause into ONE of these types (exactly one label):
Adju... | Label: Integration |
eb0ba69b-bf2b-4e5d-bd19-f5856fd644f9 | Clause:
Subject to the terms and conditions set forth herein, the Company shall engage the Advisor, at its request, during the Advisory Period to provide the Company or its subsidiaries or affiliates with the services set forth on the attached Schedule A (the Services ). Advisor hereby accepts such engagement. The d... | Label: General |
5f413606-af53-4104-a7ae-2e222d1e91c9 | Clause:
This Agreement may be executed in counterparts, each of which shall constitute an original but all of which, when taken together, shall constitute a single contract. Delivery of an executed counterpart of a signature page to this Agreement by electronic transmission shall be as effective as delivery of a manual... | Label: Counterparts |
59bd5200-41bd-4869-a4f7-43009c3f39f5 | Clause:
It is the Company’s intention that the Plan comply with and satisfy the applicable provisions of the Code and ERISA, including, but not limited to, Section 409A of the Code, and, consistent with such provisions of the laws of the United States of America and in all other respects, the Plan and all agreements en... | Label: Governing Laws |
c8ec8b3c-b9e0-49f9-a75a-80b0d0ec1171 | Clause:
The Parties agree to pursue a continuous improvement strategy to seek ways to improve their overall business practices and manufacturing performance and reduce both of their costs.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws,... | Label: Adjustments |
550de688-3f2f-43c0-9491-58a8150c2099 | Clause:
From the Closing Date until the expiration or termination of each of the Transition Services, each of the Parties agrees to use its reasonable good faith efforts to work together so that the provision of Transition Services may be transitioned to Buyer or Sellers as soon as is reasonably practicable. Buyer and ... | Label: Cooperation |
8f4ccc09-63fc-4785-8d63-64bdd8b18e29 | Clause:
To the fullest extent permitted by Law, the Company shall indemnify each Covered Person from and against any and all Covered Losses arising from any and all claims, demands, causes of action, actions, suits or proceedings, whether civil, criminal, administrative or investigative, in which such Covered Person ma... | Label: Indemnifications |
14f8febb-72a8-4b68-a07c-923a9faafeae | Clause:
The Sponsor hereby waives notice of Servicer’s and each Participant’s acceptance of this Agreement and the creation, extension or renewal of any Loans or other Guaranteed Obligations. Sponsor hereby consents and agrees that, at any time or times, without notice to or further approval from Sponsor, and without i... | Label: Waivers |
43294b33-58d9-40d0-b0ce-9678c4d209d8 | Clause:
This Amendment shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflicts of laws principles thereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, App... | Label: Governing Laws |
c5b79d11-fe6c-4985-ac17-b425cdcfb3dd | Clause:
All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given upon the earlier of actual receipt or: (i) personal delivery to the party to be notified; (ii) when sent, if sent by electronic mail or facsimile during the recipient's normal... | Label: Notices |
d0653e86-ed58-44f2-bc3e-934eafcaaa13 | Clause:
Landlord leases to Tenant, and Tenant leases from Landlord, Premises (the “ Premises ”) located in a building (the “ Building ”) on that certain real property (the “ Property ”) more particularly described on Exhibit A attached hereto and incorporated herein for a term of _______ months, subject to the provisio... | Label: Terms |
2c2d3d3f-fbc5-40d9-861c-4d6103d110c5 | Clause:
Failure of Borrower to pay any regularly scheduled installment of principal, interest or other amount due under the Loan Documents within five (5) days of (and including) the date when due, or failure of Borrower to pay the Loan at the Maturity Date, whether by acceleration or otherwise.
Task: Classify this cl... | Label: Payments |
4a8370e8-2fae-4e1a-bbc2-cc5d676f64b8 | Clause:
Notwithstanding anything to the contrary in this Agreement, the provisions of Sections 5 through 10 and Section 12 will survive the termination of Executive’s employment and the expiration or termination of the Term.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreemen... | Label: Survival |
260b6b84-746f-46c0-8e76-24a4f6d30eff | Clause:
The headings of the sections of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws,... | Label: Headings |
5dbd6511-7ade-4256-8d66-56447d9e20bc | Clause:
No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission or expense reimbursement in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Buyer or any of its Affiliates.
Task: Classify this clause into ON... | Label: Brokers |
2ff584f1-e19e-4c33-ae31-15ec143c4769 | Clause:
The Executive acknowledges that a breach of her covenants and agreements contained in Sections 6 and 7 would cause irreparable damage to the Company and its subsidiaries and affiliates, the exact amount of which would be difficult to ascertain, and that the remedies at law for any such breach or threatened brea... | Label: Enforcements |
b14af69a-ab1b-4d2f-b5d9-b5f2e6b187e9 | Clause:
The term of the Partnership commenced upon the initial filing of the Certificate of Limited Partnership in accordance with the Delaware Act and shall continue indefinitely unless sooner terminated as provided herein. The existence of the Partnership as a separate legal entity shall continue until the cancellat... | Label: Terms |
51327f2d-376d-4a43-a980-96e4ad6e3a77 | Clause:
The Restricted Holder agrees that in the event of any breach or threatened breach by the Restricted Holder of any covenant, obligation or other provision contained in this Agreement, then the Company shall be entitled (in addition to any other remedy that may be available to the Company) to: (i) a decree or ord... | Label: Specific Performance |
7531a732-ec94-4eb5-bd10-72a647398e49 | Clause:
THIS LEASE WAS NEGOTIATED IN THE STATE IN WHICH THE PREMISES ARE LOCATED, WHICH STATE THE PARTIES AGREE HAS A SUBSTANTIAL RELATIONSHIP TO THE PARTIES AND TO THE UNDERLYING TRANSACTION EMBODIED HEREBY. ACCORDINGLY, IN ALL RESPECTS THIS LEASE (AND ANY AGREEMENT FORMED PURSUANT TO THE TERMS HEREOF) SHALL BE GOVERN... | Label: Governing Laws |
0485066a-aaa7-4abc-b91c-febda35045ba | Clause:
Employee will not say, write or do anything to disparage or defame Company, its Board, directors, employees, work, performance, affiliated entities, clients or vendors, nor will Employee say, write or do anything that may injure or harm Company or its relationships with current or prospective employees, clients... | Label: Non-Disparagement |
a3d9c077-03d6-4f31-8ce1-cf2dc7ef1b96 | Clause:
Executive acknowledges and represents that she has been given at least [twenty-one (21)/forty-five (45)] days during which to review and consider the provisions of this Agreement and, specifically, the General Release set forth in Section 1 above, although she may sign and return it sooner if she so desires. Ex... | Label: Effective Dates |
af7dacb9-eace-4f2a-84ea-435632d68516 | Clause:
No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Purchaser or any of its Affiliates.
Task: Classify this clause into ONE of these types (exa... | Label: Brokers |
8ad70e9b-f746-4d56-960b-787b963d693f | Clause:
All parties hereto shall execute and deliver such other instruments and do such other acts as may be necessary to carry out the intent and purposes of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable La... | Label: Further Assurances |
30932677-0522-43ec-9e74-81d93f4f5c9f | Clause:
There is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulato... | Label: Litigations |
f28394ac-04d6-4f4e-b6a3-1fa71c36528e | Clause:
Director Awards described in this Article XIV shall be subject to such terms of the Plan that are not inconsistent with the terms described in this Article XIV.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Ap... | Label: Miscellaneous |
58631bf8-4edd-4d11-94c5-e8b73e23aba5 | Clause:
Holdings, the Borrower and the other Restricted Subsidiaries have timely filed all material Tax returns and reports required to be filed, and have paid all material Taxes that are due and payable, except, with respect to payments, those which are being contested in good faith by appropriate proceedings and for ... | Label: Taxes |
222a1682-27ec-4d74-af69-5cfe550571ff | Clause:
Obligors have developed and implemented and maintain in effect internal controls, policies and procedures, management oversight, monitoring, audit and training designed to ensure compliance by Obligors, their Subsidiaries and their respective directors, officers, employees and agents with applicable Anti-Corrup... | Label: Anti-Corruption Laws |
0fe32a33-4866-4aa2-adc3-27be2ca88229 | Clause:
The representation and warranties of the Subscriber set forth herein shall survive the sale of the Series B Notes pursuant to this Subscription Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approval... | Label: Survival |
f6da8814-502b-4c78-8133-879dd0b3cfee | Clause:
The Company shall issue Executive One Million Five Hundred Thousand (1,500,000) shares of its common stock. These shares will be subject to “cliff” vesting according to a lock-up agreement in form of Exhibit A.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Ame... | Label: Terms |
d34160d3-6dee-4415-96ca-ceb53205f8b3 | Clause:
The Borrower and its Restricted Subsidiaries and each other Person for whose taxes the Borrower or any Restricted Subsidiary could become liable have timely filed or caused to be filed all federal, state and other material tax returns required to be filed by them, and have paid all federal, state and other mate... | Label: Taxes |
aac3339f-762f-40b6-9cf1-9e861dddd595 | Clause:
Expenses (including reasonable legal fees and expenses) incurred by an Indemnitee in defending any claim, demand, action, suit or proceeding described in Section 6.1(b) shall, from time to time, be advanced by the Company prior to the final disposition of such claim, demand, action, suit or proceeding, upon rec... | Label: Expenses |
ae328df0-ee94-41b1-a539-9228ebd096ee | Clause:
The Company or any Affiliate, as applicable, shall have the right to (i) withhold from any cash payment under the Plan or any other compensation owed to a Participant an amount sufficient to cover any required withholding taxes related to the grant, vesting, exercise or settlement of an Award, and (ii) require ... | Label: Tax Withholdings |
ae548f77-b822-4cb9-87ee-48eb7e7dfc48 | Clause:
The Borrowers shall have paid on or before the Effective Date, to the Person to whom such fees are owing, any fees required to be paid pursuant to the Fee Letter relating to this Amendment dated as of March 31, 2017, between the Parent and MLPFS.
Task: Classify this clause into ONE of these types (exactly one ... | Label: Fees |
7d4a0aa1-886e-419d-8827-1acad86ed621 | Clause:
The Borrower acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder, by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Borrower acknowledges that the remedy at law for a breach of its obligations under this Note will be ... | Label: Remedies |
28ee04df-cd70-4f65-99a1-a8b488f98fb9 | Clause:
The Company will pay Executive for all services to be rendered by Executive hereunder (including and without limitation, all services to be rendered by him as an officer and/or director of the Company and its subsidiaries and affiliates) a base salary (“ Base Salary ”) of Seven Thousand Two Hundred Eleven and 5... | Label: Base Salary |
59d928ac-8df3-4fef-ad20-8c0bd10719e3 | Clause:
The Loan Parties intend to use the proceeds of the Loans in accordance with Section 2.8 [Use of Proceeds].
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: General |
3777c8b1-ec90-42be-9db4-eec8a5d2671a | Clause:
All representations and warranties made hereunder and in any other Credit Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by th... | Label: Warranties |
d39a2f47-1920-4c17-a217-ce15aebd43a2 | Clause:
No authorizations, approvals and consents of, and no filings and registrations with, any governmental or regulatory authority or agency are necessary for (i) the execution, delivery or performance by Pledgor of this Agreement or for the validity or enforceability thereof, (ii) the grant by Pledgor of the assign... | Label: Approvals |
0de31123-11ce-4e2c-88d4-53d3b3e44b38 | Clause:
This Article VIII shall survive any termination 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, Authorizations, Base Salary, Benefits, ... | Label: Survival |
612481d8-6090-4c80-b887-f27c9b00c11d | Clause:
The execution, delivery, and performance by Seller of this Agreement and the other Transaction Documents to which it is a party (including the consummation of the Transactions) does not and will not require any material notices, reports or other filings by Seller with, nor any material Consents by, any Governme... | Label: Approvals |
15259213-3809-44cb-8b19-f4a4479f55a0 | Clause:
Any notice required or permitted by the Agreement shall be given to Investor at the address or facsimile number listed below Investor’s signature hereto.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals... | Label: Notices |
0ba0d7aa-3817-47d6-9d6b-452adb09497a | Clause:
All captions and section headings used in the Agreement are for convenient reference only and do not form a part of the Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignme... | Label: Headings |
6cf6737d-6e01-461c-b997-2339196b4c40 | Clause:
A.M. Castle & Co., a Maryland corporation (the “ Company ”), promises to pay interest on the principal amount of this Note at (i) in the case of Cash Interest, 5.00% per annum, from (and including) the date of issuance until maturity, or (ii) in the case of PIK Interest, 7.00% per annum, from (and including) th... | Label: Interests |
7caf40ae-c57e-493a-a143-1fac445c7e7e | Clause:
If any term, covenant or condition of this Agreement, or the application thereof to any Person or circumstance, shall to any extent be invalid or unenforceable, the remainder of this Agreement, or the application of such term, covenant or condition to other Persons or circumstances, shall not be affected thereb... | Label: Severability |
006cfdbe-d9be-46a1-970b-0d472b3c8fb4 | Clause:
Each Closing of the purchase and sale of the Shares and Warrants shall take place at the offices of Goodwin Procter LLP, Three Embarcadero Center, 28 th Floor, San Francisco, California 94117 on the applicable Closing Date or at such other locations or remotely by facsimile transmission or other electronic mean... | Label: Closings |
461f6c0b-ae93-40e9-9324-8572a3178c54 | Clause:
Assuming compliance with the HSR Act (if applicable) and entry of the Sale Order, except as set forth on Schedule 4.4(a) , no material Consent is required to be obtained by either Seller in connection with the transfer of the Assets to Buyer, the execution, delivery or performance by such Seller of this Agreeme... | Label: Consents |
4d92ed23-bd4d-42ff-8231-3141de1f9b1d | Clause:
Contractor acknowledges and embraces a zero-tolerance policy regarding any violation or potential violation of any federal, state, or local law or professional rule. Accordingly, Contractor has an affirmative duty to report any alleged, actual or potential misconduct that Contractor or its agents perceive, witn... | Label: Cooperation |
eddc908a-e3a2-4725-8eed-d847de6a5e00 | Clause:
The rules of interpretation set forth in Section 11.14 of the Separation Agreement are incorporated by reference into this Agreement, mutatis mutandis .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals,... | Label: Interpretations |
501383a1-1128-4a19-a9be-20825a20598d | Clause:
The Borrower will, and will cause each of its Restricted Subsidiaries to, comply with all laws, rules, regulations and requirements of any Governmental Authority applicable to its business and properties, including, without limitation, all Environmental Laws, ERISA, OSHA, Investment Advisors Act and the Commodi... | Label: Compliance With Laws |
16bc7215-8885-4717-997f-0f1eea974931 | Clause:
The parties understand and agree that the purpose of the restrictions contained in this SECTION 5 is to protect the goodwill and other legitimate business interests of the Company, and that the Company would not have entered into this Agreement in the absence of such restrictions. Executive acknowledges and agr... | Label: General |
f13e8e79-d1ea-4fe8-98fe-3e74c9b79d09 | Clause:
EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN ANY OF THE LOAN DOCUMENTS, IN ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THE LOAN DOCUMENTS, THE OBLIGATIONS AND MATTERS ARISING OUT OF OR RELATING TO THE LOAN DOCUMENTS SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE W... | Label: Governing Laws |
8fcfc34a-fb9e-425e-943a-a310937f6e29 | Clause:
Except as otherwise permitted hereunder, the Borrower will not, and will not permit any of its Restricted Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of ... | Label: Transactions With Affiliates |
afd2ef6d-b09f-4bc6-9da9-be7f63ebfb56 | Clause:
This Agreement and the Registration Rights Agreement have been duly and validly authorized, executed and delivered on behalf of the Investor and constitute the legal, valid and binding obligations of the Investor enforceable against the Investor in accordance with their respective terms, except as such enforcea... | Label: Enforcements |
3138b9c8-b8f9-4e9a-a2ed-8269ef0df1d2 | Clause:
The Buyer is in material compliance with all laws and regulations of or from any governmental body applicable to its business and assets.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, A... | Label: Compliance With Laws |
6dc811d1-2265-4d1e-b898-b56f52f82b72 | Clause:
Executive’s participation in the life, accident and health insurance plans of the Corporation, and in fringe benefits provided the Executive prior to the Change of Control or his Separation from Service, shall be continued, or equivalent benefits provided, by the Corporation, at no direct cost to him, for a per... | Label: Insurances |
f609f35a-f48c-4463-8d00-1bdd2bd58479 | Clause:
When the Nonqualified Option becomes Vested, you may exercise the Nonqualified Option in whole or in part, but only with respect to whole Option Shares. To exercise your Nonqualified Option, you must follow the provisions of the Award Agreement and any instructions provided to you from time to time by the Compa... | Label: Payments |
53c1832f-3009-4eae-879f-34c9f31d0da3 | Clause:
Each Member represents and warrants that it has the power and authority to execute this Amendment, and that there are no third-party approvals required to execute this Amendment or to comply with the terms or provisions contained herein.
Task: Classify this clause into ONE of these types (exactly one label):
A... | Label: Authority |
c492c2a8-762e-4f0f-84f9-4c53bf0cfd31 | Clause:
In addition to the late charges referred to above, which are intended to defray Landlord’s costs resulting from late payments, any payment from Tenant to Landlord not paid when due shall at Landlord’s option bear interest from the date due until paid to Landlord by Tenant at the rate of twelve percent (12%) per... | Label: Interests |
7dcd5bf4-090f-4a23-904c-e488c75b2905 | Clause:
To the knowledge of the Company, the Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or ... | Label: Intellectual Property |
e7a1a626-631e-45c7-8f47-0646c7a7aa36 | Clause:
The Parent is a corporation, the Borrower is a limited liability company, and each of the Borrower’s Subsidiaries is a corporation, partnership or limited liability company duly and properly incorporated or organized, as the case may be, validly existing and (to the extent such concept applies to such entity) i... | Label: Existence |
8808464b-c312-44aa-b106-8ac37f038666 | Clause:
The Seller shall continue to maintain, for Seller and its Subsidiaries, Fidelity Insurance in an aggregate amount at least equal to the amount required by GNMA to be maintained. The Seller shall maintain, for Seller and its Subsidiaries, Fidelity Insurance in respect of its officers, employees and agents, with ... | Label: Insurances |
700f2c1f-f7d5-4081-8822-337f5c1f2d43 | Clause:
Subject to Section 5.09 , the proceeds of the Term Loans made on the Closing Date shall be available (and the Borrower agrees that it shall use such proceeds) solely to make the Spinco Special Cash Payment and to pay certain fees, costs and expenses in connection with the Transactions.
Task: Classify this clau... | Label: Use Of Proceeds |
0e3a6afd-9e1c-4429-a429-5993d5b79ab1 | Clause:
All information relating to or concerning the Company or any of its Subsidiaries set forth in this Agreement in connection with the transactions contemplated hereby is true and correct in all material respects and the Company has not omitted to state any material fact necessary in order to make the statements m... | Label: Disclosures |
4820df88-09af-4fc8-b168-29f316d826c4 | Clause:
Buyer has all requisite corporate power and authority, and has taken all corporate action necessary (including, if necessary, seeking and/or obtaining equity holder approval), to execute and deliver this Agreement and any Transaction Agreement to which it is a party, to consummate the transactions contemplated ... | Label: Powers |
bde1e601-88df-4e17-b1d7-0f5a2dde973e | Clause:
This Agreement, including each attachment and any other exhibit or schedule hereto, constitutes and contains the entire understanding and agreement of the Parties respecting the Licensed Patents and other subject matter of the Exclusive Agreement and cancels and supersedes any and all prior or contemporaneous n... | Label: Entire Agreements |
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