id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
be87d645-6fb4-49a1-9c2e-d2ec864c9969 | Clause:
The Purchasers are duly organized, validly existing and in good standing under the laws of the jurisdiction of their respective organization and have the requisite power and authority to own, lease and operate their respective properties and to carry on their businesses as now conducted.
Task: Classify this cl... | Label: Organizations |
bc444014-ebd6-4ade-95ea-1d05678c9788 | Clause:
Executive agrees that during the course of his employment with Employer, he will have access to and learn trade secrets and other non-public, confidential, and/or proprietary information concerning the business (including but not limited to its employees, services, practices or policies) of Employer and its aff... | Label: Confidentiality |
04103599-6d0d-4acd-ba8c-d65866dd34d1 | Clause:
The Obligors have disclosed to the Lenders all agreements, instruments and corporate or other restrictions to which it or any of its Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. None of th... | Label: Disclosures |
861709d4-9ad1-4370-9b50-84837c562a0f | Clause:
Except to the extent otherwise expressly provided herein, this Agreement, and all of the rights and obligations set forth herein, shall terminate and be of no further force or effect in the event that the Investors and their Affiliates cease to own any shares of Common Stock or Convertible Securities.
Task: Cl... | Label: Terminations |
b9428ce9-f54b-41f1-8c41-d5533be4b685 | Clause:
This Agreement may be executed in any number of counterparts, each of which need not contain the signature of more than one party but all such counterparts taken together will constitute one and the same agreement. In the event that any signature is delivered by facsimile transmission, or by e-mail delivery of ... | Label: Counterparts |
d5c5e733-6a14-4665-a52f-065111ffc545 | Clause:
The name of this plan is the “ Kilroy Realty Corporation 2007 Deferred Compensation Plan .” The Plan was established effective as of June 29, 2007, and is hereby amended and restated generally as of the Effective Date.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreeme... | Label: Titles |
4953e872-a1a5-495e-abb5-2a8a20f4aacd | Clause:
The Parties agree from time to time to take such actions as are necessary to carry out the purposes of this Agreement (including the execution and delivery of such further documents and instruments) as any Party may reasonably request, all at the sole expense of the requesting Party (except as otherwise express... | Label: Further Assurances |
c2e4f68f-e57a-4738-b586-4d3418e68e7b | Clause:
Other than consummating the transactions contemplated hereunder, such Holder has not, nor has any Person acting on behalf of or pursuant to any understanding with such Holder, directly or indirectly executed any purchases or sales, including Short Sales, of the securities of the Company during the period commen... | Label: Confidentiality |
1ec86ef4-bcd1-48ce-b7cc-f57ccd8ba33d | Clause:
The award of Restricted Stock pursuant to this Agreement is not intended to be considered “deferred compensation” for purposes of Section 409A of the Code. With respect to any dividends and other RS Property, however, this Agreement is intended to comply with the applicable requirements of Section 409A of the C... | Label: Amendments |
3998088a-20e0-4ba9-aed4-4b168f60cfe5 | Clause:
Except as provided hereinabove, the Lease shall remain in full force and effect as originally written. This Second Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original, but all of which together shall constitute one and the same instru... | Label: Miscellaneous |
fecf2000-b4d8-4e93-b5c9-14cd549c9bc7 | Clause:
Each Borrower will, and will cause each of its Subsidiaries to, make, execute, endorse, acknowledge and deliver any amendments, modifications or supplements hereto and restatements hereof and any other agreements, instruments or documents, and take any and all such other actions, as may from time to time be rea... | Label: Further Assurances |
cab55adf-ec25-4caa-b393-bf0ffd12ba6c | Clause:
Executive agrees that he will not at any time, during the Term or thereafter, divulge to any person or entity or use any Confidential Information obtained or learned by him as a result of his employment with the Company, except (i) in the course of performing his duties hereunder, (ii) with the Company’s prior ... | Label: Confidentiality |
6bf0d051-3645-4d3d-a24c-e0c2be411d9e | Clause:
The Company and the Bank may withhold from any amounts payable under this Agreement such federal, state and local income and employment taxes as the Company and the Bank determine are required or authorized to be withheld pursuant to any applicable law or regulation. Except for any tax amounts withheld by the C... | Label: Taxes |
aa8f6bd6-043b-4acf-80ec-0b5c3a0dbe49 | Clause:
The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was requ... | Label: Financial Statements |
44e21df5-6abf-4372-a2e4-4dc178f38fdc | Clause:
Service Provider and Executive each acknowledge that, in the course of the service relationship with the Company, it and he have become and/or will become acquainted and trusted with (a) certain confidential information and trade secrets, which confidential information includes, but is not limited to, proprieta... | Label: Confidentiality |
6a376542-f67a-4c61-b334-ba26791069ca | Clause:
The Agreement, including any Exhibits or Attachments to the Agreement, and this First Amendment constitute the entire agreement between the Parties with respect to the subject matter hereof and supersede all previous agreements, oral or written, between the Parties concerning the subject matter hereof. No modi... | Label: Entire Agreements |
2bc03e53-55ba-45fd-b1f5-a1ee1960019c | Clause:
Interest on Advances shall be payable to Agent and Lenders in arrears on the first day of each month, commencing on the first day of the calendar month immediately following the Original Closing Date with respect to Base Rate Loans or Daily LIBOR Rate Loans, and, with respect to LIBOR Rate Loans at the end of e... | Label: Interests |
e20c212f-e4d5-492f-8c4d-e76187b23a1a | Clause:
This Amendment shall inure to the benefit of, and be binding upon MLSC and Recipient and each of their respective permitted assigns, heirs or other successors in interest. Except as expressly amended or waived hereby, all of the terms and provisions of the Transaction Documents are and shall remain in full forc... | Label: Binding Effects |
c64c21ee-576c-45e1-ac46-2978d4843bd6 | Clause:
Article and section headings are for reference only and shall not affect the interpretation or meaning of any provisions 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,... | Label: Headings |
3bac5c6b-fef1-4fb1-9783-64d67f7a4bcd | Clause:
The Equityholder Representative hereby represents and warrants that (a) it is entering into this Agreement on behalf of itself and each of the Equityholders, (b) it has the requisite authority to enter into this Agreement on behalf of itself and each of the Equityholders, to consummate the transactions contempl... | Label: Authority |
2ae6a804-1b34-4c55-bfea-7775937bf0ab | Clause:
Triview hereby assigns to WNDW, or its designee, and Triview agrees that Triview will make full written disclosure (the “ Invention Disclosure ”) to WNDW of, and will hold in trust for the sole right and benefit of WNDW, all Triview’s right, title and interest throughout the world in and to, any and all Company... | Label: Disclosures |
07e836c8-88e8-4616-baf7-ee64c9e57a1c | Clause:
The parties hereto and their respective successors and assigns shall do all such things, execute all such documents, and provide all such reasonable assurances as may be required to carry out the terms and purposes of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjus... | Label: Further Assurances |
4a51cdac-4790-44e7-b76a-848307777fff | Clause:
Your base salary will be paid at the annual rate of $588,000, subject to periodic review, and payable in accordance with the Company's usual payroll practices.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, App... | Label: Base Salary |
b89f2eb2-16d2-4a27-89f0-7854875db44a | Clause:
To the extent consistent with any mandatorily applicable federal law, this Agreement shall be governed by the laws of the State of Iowa without giving effect to any principles of conflicts of law thereof that would permit or require the application of the law of another jurisdiction and are not mandatorily appl... | Label: Governing Laws |
5de62977-adfa-4a08-91c6-b1bd3d0e948f | Clause:
(a) This Guaranty and all covenants made by the Guarantors under the Loan Documents shall, subject to the terms of Section 2 hereof, continue in effect for so long as any Guaranteed Obligation remains outstanding or any Letters of Credit remain outstanding (unless cash collateralized in a manner satisfactory to... | Label: Releases |
877a6251-77bb-4fb5-8bcd-e96d24994ea1 | Clause:
The Agreement, as amended by this Amendment, constitutes the full and complete agreement and understanding between the parties hereto and shall supercede all prior communications, representations, understandings or agreements, if any, whether oral or written, concerning the subject matter contained in the Agree... | Label: Entire Agreements |
79a4c4cf-fe18-40f5-9e9c-6a8c2cde06c1 | Clause:
This Agreement is personal to Executive and may not be assigned in any way by Executive without the prior written consent of Company. Company may assign its rights and obligations under this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, ... | Label: Assignments |
da65d4ec-f919-4679-90c8-e4b118cb5c6d | Clause:
Subject to the terms and conditions hereof, each of the Parties agrees to use commercially reasonable efforts to execute and deliver, or cause to be executed and delivered, all documents and to take, or cause to be taken, all actions that may be reasonably necessary or appropriate to effectuate the provisions o... | Label: Further Assurances |
ec34bbfa-6cd4-4b84-a53c-c1ad0deab0c4 | Clause:
Borrower and the applicable Guarantors shall have performed and complied with all terms and conditions herein required to be performed or complied with by it on or prior to the Closing Date, and on the Closing Date there shall exist no Default or Event of Default.
Task: Classify this clause into ONE of these t... | Label: No Defaults |
9a3b5753-3023-451d-85ab-72abc6728284 | 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 2,042,571,027 shares are issued and outstanding; and 169,871,795 shares are reserved for issuance upon conversion of the Note. All of such outstan... | Label: Capitalization |
236b6c04-829b-4c9c-a7c4-6938d8a65e69 | Clause:
This Agreement may be amended or modified only by a written instrument signed by all of the Parties.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Autho... | Label: Amendments |
cbbc4eef-abb5-4c4f-a25f-a7836dfb400c | Clause:
This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without any effect whatsoever on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the Closing has not been consummated on or before June 13, 2017; prov... | Label: Terminations |
9db51964-d2c8-426e-b378-30a5630e39eb | Clause:
The Seller makes the following representations and warranties for the benefit of the Purchaser, the Indenture Trustee, each Noteholder and each other Secured Party, on which the Purchaser relies in acquiring the Railcars, related Leases and Related Assets Conveyed by the Seller hereunder. Such representations a... | Label: Representations |
9e9dad18-835f-468c-bdbf-e1bc7b8df812 | Clause:
All capitalized terms used but not otherwise defined herein have the meanings given to them in the Loan 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, Au... | Label: Defined Terms |
f9771f85-a1ea-459b-afb6-0754f96607eb | Clause:
The Partnership was formed by the filing of the Certificate with the Secretary of State of the State of Delaware on July 10, 2017. The rights, powers, duties, obligations and liabilities of the Partners shall be determined pursuant to the Act and this Agreement. To the extent that the rights, powers, duties, o... | Label: Organizations |
511c8656-b5f0-4a1d-b540-88a72b4c5093 | Clause:
Upon the exercise of SARs, the Grantee shall be entitled to receive payment from the Company in an amount determined by multiplying: (A) the excess of the Fair Market Value of a Share on the date of exercise over 100% of the Fair Market Value of a Share on the Grant Date of the SAR (or such higher strike price ... | Label: Payments |
a9494251-64e0-404b-87fa-d0df2d358bc8 | Clause:
SP Servicing hereby waives presentment, demand, notice, protest and, except as is otherwise provided herein, all other demands and notices in connection with this Agreement or the enforcement of Secured Party’s rights hereunder or in connection with any Secured Obligations or any Collateral; consent to and waiv... | Label: Waivers |
f8bc3550-99f0-42d9-8f7e-afe8b81f3889 | Clause:
The Company shall (a) by 9:30 a.m. (New York City time) on the Trading Day immediately following the date hereof, issue a press release disclosing the material terms of the transactions contemplated hereby and (b) file a Current Report on Form 8-K, including the Offering Materials as exhibits thereto (to the ex... | Label: Publicity |
4c3c0106-60a7-4821-b8d0-33b6c838c1cb | Clause:
Unless otherwise required by applicable law or stock exchange requirements (based upon the reasonable advice of counsel), no Party shall make any public announcements in respect of this Agreement or the transactions contemplated hereby or otherwise communicate with any news media without the prior written conse... | Label: Publicity |
4255cf55-de21-42ff-9013-11e968d4f16f | Clause:
EACH GRANTOR AND THE ADMINISTRATIVE AGENT EACH HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT AND FOR ANY COUNTERCLAIM THEREIN.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, ... | Label: Waiver Of Jury Trials |
27630424-e35e-461a-9477-c158dbb6176c | Clause:
For purposes of this Award, all accounting terms are defined in accordance with generally accepted accounting principles as set forth in the Company’s annual audited financial statements, except as otherwise provided below (which will take into account, in each case, the expenses and other financial effect for ... | Label: Definitions |
c1de47e6-a6ed-494e-bb4d-b0b95015ba12 | Clause:
The Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “1934 Act”) (all of the foregoing filed prior to the date hereof and all exhibits included th... | Label: Financial Statements |
926e1f44-846c-4e98-baa4-304b2710d130 | Clause:
Except for the representations, warranties and covenants made by Purchaser in Section 13.3 (g) which shall survive indefinitely, the representations, warranties and covenants made by Purchaser in Section 13.3 shall not survive the Closing. The representations made by Seller in Section 13.1 shall survive for the... | Label: Survival |
1d57394c-5a27-4e63-ad39-b7c5baa737a4 | Clause:
This Release shall be construed and enforced under and be governed in all respects by the laws of the State of New York without regard to the conflict of laws principles thereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, A... | Label: Governing Laws |
bc6cf70f-a786-4415-a901-cf08f85593f0 | Clause:
This Agreement may be executed in any number of counterparts (which shall include signatures by facsimile), each of which when so executed and delivered shall be deemed to be an original and all of which together shall be deemed to be one and the same agreement.
Task: Classify this clause into ONE of these typ... | Label: Counterparts |
54e2e6e0-9ded-48c3-b49f-9faca5169b43 | Clause:
For all purposes, this Agreement shall become effective on the eighth day after you execute the Agreement so long as you have not revoked the Agreement in accordance with Section 17(f) (“Effective Date”).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendment... | Label: Effective Dates |
1f57020f-cbf0-4ab7-9cf2-570bbb9ca37b | Clause:
The Company has no direct or indirect Subsidiaries other than as specified in the SEC Reports (as defined below). The Company owns, directly or indirectly, all of the capital stock of each Subsidiary free and clear of any and all Liens, and all the issued and outstanding shares of capital stock of each Subsidia... | Label: Subsidiaries |
4a545805-6031-47ea-aa21-7556ebdc0025 | Clause:
The Pledgor has timely filed all federal, state and local tax returns that it is required to file, has paid all taxes it is required to pay to the extent due (other than those taxes that it is contesting or intends to contest in good faith and by appropriate proceedings, with adequate reserves established for s... | Label: Taxes |
7096945e-15c2-4447-be30-3ff47622d2c9 | Clause:
Except for (x) the matters described on Schedule 4.31 and (y) any other conditions, events or transactions that collectively could not reasonably be expected to result in a liability to any Loan Party of any ERISA Affiliate in excess of $3,000,000 in the aggregate for the term of this Agreement: (a) allow or ca... | Label: Erisa |
68ca30d3-464c-4c19-b454-37443fbbba2d | Clause:
No reports, financial statements, certificates or other information furnished by or on behalf of the Borrower or any Subsidiary to the Administrative Agent or any Lender or any of their Affiliates in connection with the negotiation of this Agreement or any other Loan Document or delivered hereunder or under any... | Label: Disclosures |
44ac6119-4826-4cb6-9b84-7bf5cd8f14e1 | Clause:
The Company will employ Executive as its [ ] reporting to the [Company’s Chief Executive Officer (“ CEO ”) and the] Company’s Board of Directors (the “ Board ”), and Executive accepts employment to serve in this capacity, all upon the terms and conditions in this Agreement. Executive will have those duties and... | Label: General |
86d0fe64-d9d8-4985-a0ed-65b480a9b019 | Clause:
Whenever possible, each provision of this Floorplan Joinder Agreement shall be interpreted in a manner as to be effective and valid under applicable law, but if any provision of this Floorplan Joinder Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the ex... | Label: Severability |
50fb7319-81b2-4139-92dd-88344d2718ce | Clause:
No failure or delay by the Administrative Agent or any Guaranteed Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. ... | Label: No Waivers |
4e1565ca-dd91-4229-80a6-006d61097e30 | Clause:
Within [**] following the end of each Calendar Quarter after Merus has exercised the [**] Co-Development Option, Incyte shall prepare and deliver to Merus a [**] report detailing its Development Costs incurred during such period with respect to the [**] Co-Development Program together with an invoice for thirt... | Label: Payments |
82253a56-dea8-4fb7-bc1a-9302fad1eeeb | Clause:
This Agreement and all actions hereunder shall be governed by and construed in accordance with the laws of England and Wales, 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,... | Label: Governing Laws |
a479b2a3-6117-4532-b30d-ed522a9bad62 | Clause:
The Borrower will, and will cause each of its Material Subsidiaries to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and, except as could not reasonably be expected to have a Material Adverse Effect, the rights, licenses, permits, privilege... | Label: Existence |
3cd3affb-c9a2-433f-9df3-6b2be5310412 | Clause:
This Program shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to its conflict of laws rules, and applicable federal law.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Law... | Label: Governing Laws |
0438a4b3-98fe-4259-8004-1bd783e5a821 | Clause:
As of the Closing Date, all written or formally presented information, including any Information Memorandum, other than any projections and information of a general economic or general industry nature, furnished by or on behalf of, Parent or any Subsidiary to the Administrative Agent, any of its Affiliates or a... | Label: Disclosures |
74dac922-3f95-4e99-88ec-23b5c7af26db | Clause:
The Company is a corporation, duly incorporated, validly existing and in good standing under the Laws of the State of New York. The Company has the full power and authority and all necessary certificates, licenses, approvals and Permits to: (i) enter into and execute this Agreement and the Transaction Documents... | Label: Organizations |
aa43a28a-59c6-4240-bd4c-774e23a4c400 | Clause:
A. If Taxes payable in any Tax Escalation Year shall be in such amount as shall constitute an increase above Owner ’ s Basic Tax Liability, the Fixed Rent for such Tax Escalation Year shall be increased by a sum equal to Tenant ’ s Proportionate Share of any such increase in Taxes.
Task: Classify this clause i... | Label: Taxes |
dacc4990-4f68-40e9-9182-ace41ac5b229 | Clause:
Payment by the Borrowers of all reasonable out-of-pocket costs and expenses of the Bank in connection with the negotiation, preparation, execution, delivery and administration of this Amendment (including, without limitation, the reasonable fees and expenses of Moore & Van Allen, PLLC, special counsel to the Ba... | Label: Expenses |
44604754-5cf2-4ccf-bbbb-063fed2cec22 | Clause:
Except for the security interests granted to the U.S. ABL Collateral Agent for the benefit of the Secured Parties pursuant to this Agreement and the other Liens permitted to exist on such Grantor’s Security Collateral by the ABL Credit Agreement (including, without limitation, in respect of Liens described in t... | Label: Titles |
92162cb0-4bee-4457-a9fd-b7b45edf8908 | Clause:
Each party hereto agrees that in the event that any dispute, claim, proceeding or action arises out of or in connection with this Agreement, the DOT, the BOCO Notes, or the Loan Documents or the terms of any of them, the prevailing party to any such dispute, claim, proceeding or action shall be awarded reasonab... | Label: Costs |
1ca3402e-8796-4bc6-adfc-b5d34057472b | Clause:
The Parties agree that, by virtue of this Agreement, they may receive or become aware of information belonging or relating to the other, its business, business plans, affairs or activities, which information is confidential and proprietary to the other party and/or its suppliers and/or customers and in respect ... | Label: Confidentiality |
5650bc88-abef-4233-802e-fb9a6d5355c8 | Clause:
All sums payable by Licensee hereunder shall be due Quarterly and paid to Licensor in the United States and in the currency of U.S. Dollars (USD). All consideration subject to the fees of this section in a currency other than U.S. dollars shall be converted by Licensee to U.S. Dollars.
Task: Classify this clau... | Label: Payments |
4432ae21-7aaf-4acd-93bc-3e6731276f13 | Clause:
The Investor has all corporate power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement. The execution, delivery and performance by the Investor of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by the In... | Label: Authorizations |
5e906dd9-37a5-4a91-bc42-cc12c6afdf27 | Clause:
Schedule 7.4 is a correct and complete list of each and all of Holdings’ Subsidiaries as of the Agreement Date, the jurisdiction of their organization and the direct or indirect ownership interest of Holdings therein. Each Restricted Subsidiary (a) is duly organized and validly existing in good standing (to th... | Label: Subsidiaries |
bb2fabb0-96a9-48c5-9ce3-1f7bd799fc5c | Clause:
Each of the Parties acknowledges and agrees that the other Party may be damaged irreparably in the event any of the provisions of this Agreement are not performed in all material respects or otherwise are breached. Accordingly, either Party may apply to the arbitrators referred to in Section 10.8 below for inte... | Label: Specific Performance |
ccca42bc-ac47-4675-a60f-e888276b4aa3 | Clause:
Holdings and the 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 which adequate reser... | Label: Taxes |
7fe68396-c40a-467e-b206-7a8927d75d66 | Clause:
Borrower will use the proceeds of the Loan only for the purposes detailed in Section 2.1, and will, at Lender’s reasonable request, furnish Lender such evidence as it may reasonably require with respect to such use.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements... | Label: Use Of Proceeds |
6dd30bc6-63f7-4b42-acd7-0ab9c6a702e2 | Clause:
The Borrowers will not at any time 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 its Affiliates, except (a) transactions in the ordinary course of business that are at p... | Label: Transactions With Affiliates |
c7489cdc-497c-4de1-abc1-dc196d251b87 | Clause:
All issues and questions concerning the application, construction, validity, interpretation and enforcement of this Agreement and the schedules to this Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, and specifically the Delaware Act, without giving effect to... | Label: Governing Laws |
91c0bfe4-1418-4cff-bb06-0435b099294e | Clause:
The execution, delivery and performance by each Investor of the Transaction Documents has been duly authorized and each will constitute the valid and legally binding obligation of each Investor, enforceable against the Investor in accordance with their respective terms, subject to bankruptcy, insolvency, fraudu... | Label: Authorizations |
033e5a3c-6a5e-45c4-bc4b-8f8d99654131 | Clause:
If any provision or provisions of this Agreement is found invalid, illegal, or unenforceable, in whole or in part, then such provision or provisions will be modified or restricted so as to effectuate as nearly as possible in a valid and enforceable way the provisions hereof, or will be deemed excised from this ... | Label: Severability |
79ac7dbb-c3a0-444c-b28b-8b3bd5d372c8 | Clause:
Seller has the requisite corporate power and authority to enter into this Agreement, to carry out each of its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by Seller, the performance by Seller of its obligations hereunder and the consummation by Seller ... | Label: Enforceability |
906223b7-324d-4512-b321-fd0105091f6f | Clause:
Except as amended herein, the terms and conditions of the Agreement shall remain unchanged and in full force and effect. In the event of a conflict between the terms of this Amendment and the Agreement, the terms of this Amendment shall prevail. Capitalized terms used herein but not otherwise defined shall have... | Label: Integration |
5e960348-fd31-4382-adf2-38b4f3ad6331 | Clause:
This Second Amendment shall be binding upon and inure to the benefit of each of the parties hereto and their respective successors and assigns.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitrat... | Label: Binding Effects |
70b036cd-9d5f-4c95-9d29-f00738f8995c | Clause:
This Agreement may be executed in counterparts (including by electronic means), each of which shall be considered one and the same agreement and this Agreement shall become effective when a counterpart signed by each party shall be delivered to the other party, it being understood that both parties need not sig... | Label: Counterparts |
20910c54-64fe-49a6-89bc-878df4ab2ccb | Clause:
The Participant shall make appropriate arrangements with the Company for satisfaction of any federal, state or local income tax withholding requirements and Social Security or other employee tax requirements applicable to the deferral and distribution of shares under the Plan. If no other arrangements are made,... | Label: Withholdings |
2ae76023-6fac-487f-b527-94ca3cf2c6d3 | Clause:
All notices, directions, instructions, demands and other communications provided for hereunder shall, unless otherwise stated herein, be in writing (including electronic mail communication) and sent to each party entitled thereto, at its address set forth on Schedule II , or at such other address as shall be de... | Label: Notices |
410424f6-dbc9-47be-9f9a-fa2960b23ffb | Clause:
This Agreement and the rights and obligations of the parties hereunder shall be construed in accordance with and governed by the law of The State of New Jersey, without giving effect to the conflict of law principles thereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, ... | Label: Governing Laws |
3330f735-6cdb-4c49-9c82-4c53cf738d69 | Clause:
The Company will employ Executive as the Chief Executive Officer of the Company and Chairman of the Board of Directors (the “ Board ”).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Ass... | Label: Titles |
88bc4009-6d69-4c04-9392-3fe2584117dd | Clause:
THIS COPYRIGHT SECURITY AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, A... | Label: Governing Laws |
d0df9c8d-0d8f-448d-9bdf-a6c3868c0c75 | Clause:
THIS AGREEMENT, THE SUPPLEMENTS, AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF MINNESOTA.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbi... | Label: Governing Laws |
15f2f57e-e028-463a-a955-23cf77704535 | Clause:
This Agreement and the Scheme Document (including the schedules, annexes and exhibits thereto and the documents and instruments referred to therein) contain the entire understanding of the parties hereto and thereto with reference to the transactions and matters contemplated hereby and thereby and supersedes al... | Label: Entire Agreements |
66fcb29e-76a0-4408-995a-82fc5fe75c59 | Clause:
This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Agreement by email or facsimile transmissio... | Label: Counterparts |
9d957fe5-92c2-4a43-ba53-c1376dbeb821 | Clause:
In the event that Selecta reasonably demonstrates that Spark’s Development activities under this ARTICLE 3 (Development) could reasonably be expected to negatively impact Selecta’s or any of its Affiliates’ or licensees’ Development or Commercialization of other products containing a Licensed Particle (a “ Lice... | Label: General |
5bb3b43d-716a-4305-aad4-2f0a9f795751 | Clause:
As of March 31, 2017 (“Retirement Date”), Executive’s employment with the Company, service as Executive Vice President - General Counsel, Corporate Development and Human Resources of the Company and in any and all other positions with the Company that Executive holds shall terminate (including, but not limited ... | Label: Terms |
8b492770-30ff-409e-a20b-80efe4bb47f2 | Clause:
Use the proceeds of any Credit Extension, whether directly or indirectly, and whether immediately, incidentally or ultimately, (a) to purchase or carry margin stock (within the meaning of Regulation U of the FRB) or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund I... | Label: Use Of Proceeds |
21f9723d-0d4e-4343-8357-01f2f5767eed | Clause:
The Company shall (a) by 9:00 a.m. (New York City time) on the Trading Day immediately following the date hereof, issue a press release disclosing the material terms of the transactions contemplated hereby, and (b) file a Current Report on Form 8-K, including the Transaction Documents as exhibits thereto, with ... | Label: Publicity |
286aebae-8c74-418b-930f-5153e0acd051 | Clause:
Any Party to this Supply Agreement may (a) extend the time for the performance of any of the obligations or other acts of the other Party, (b) waive any inaccuracy in the representations and warranties of the other Party contained herein or in any document delivered by such other Party pursuant hereto or (c) wa... | Label: Waivers |
d9e0fe7a-16e8-4faa-a8eb-0a8295f7acd9 | Clause:
The Borrower and each other Loan Party agrees to take any further action that is reasonably requested by Administrative Agent to effect the purposes of this Amendment Agreement and the transactions contemplated hereby.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreeme... | Label: Further Assurances |
0db6afa5-16fe-4dcf-83ab-be0b344bec39 | Clause:
From and after the date hereof, Purchaser shall, and shall cause its Representatives to maintain in confidence, not disclose to any third party, except as necessary to effect the Contemplated Transactions, without the prior written consent of Sellers, and not use to the detriment of any Seller, any Seller Confi... | Label: Confidentiality |
227a0866-1677-42b4-a57e-b4d02cd00d73 | Clause:
Each Stock Option granted under the Plan shall be subject to the terms and conditions established by the Committee as set forth in the related Stock Option Agreement, including the type of Stock Option granted, the number of Shares subject to the Stock Option, the exercise price, the vesting schedule, the terms... | Label: Terms |
2417b8f0-c54d-452c-8022-741018bfcfdc | Clause:
This Agreement shall be binding upon and inure to the benefit of the heirs, executors, administrators, legal representatives, successors and assigns of the parties; provided however, that Borrower may not assign or transfer its interests or rights hereunder without Lender's prior written consent. Lender reserve... | Label: Successors |
4308accc-bbb2-42f8-91c6-de3c72840484 | Clause:
As used in this Agreement, the terms listed in this Section 1.1 shall have the respective meanings set forth in this Section 1.1 .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignm... | Label: Defined Terms |
ed0301e5-9179-48b5-b370-1758c7195b9a | Clause:
(r) As of the Second Amendment Effective Date, immediately after the consummation of the Transactions to occur on the Second Amendment Effective Date, the Loan Parties, taken as a whole, are and will be Solvent.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Am... | Label: Solvency |
fec8aa0c-9773-4a15-b3cc-03c08a0653b8 | Clause:
This Agreement shall be governed by, and construed and enforced in accordance with the laws of, the State of New York, without regard to its principles of conflicts of laws.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applic... | Label: Governing Laws |
9fc76770-21c1-4e13-bb96-0468706b053d | Clause:
Executive shall be entitled to participate, during the Employment Term, in other regular employee benefit plans generally established by the Company for its full-time employees, including without limitation, any savings and profit sharing plan, incentive stock plan, dental and medical plans, life insurance and ... | Label: Benefits |
7934ab92-264b-4dc3-8dce-e646e9ad3539 | Clause:
Executive hereby assigns to Company all right, title and interest Executive may have in any Inventions that are discovered, invented, originated, developed, made, authored, or conceived by Executive (whether alone or with others) during Executive’s employment with Company and/or within six (6) months after Exec... | Label: Disclosures |
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