id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
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|---|---|---|
a81175a3-9ab2-4928-9b61-30bde5ceabcc | Clause:
This Agreement may not be modified, altered or changed except upon express written consent of all Parties signed in ink wherein specific reference is made to this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applic... | Label: Amendments |
d2675696-068d-4adb-90ad-1d52e337c1fd | Clause:
No ERISA Event has occurred within the previous five (5) years or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect.
Task: Classify this clause into ... | Label: Erisa |
401faca9-3e59-4bb5-a72f-3847de8d83f0 | Clause:
A change in ownership of the Company, a change in effective control of the Company, or a change in ownership of a substantial portion of the assets of the Company as such terms are defined in Treasury Regulation §1.409A-3(i)(5)(v), (vi), and (vii), respectively; provided , however , that such a change in owners... | Label: Change In Control |
7ed6300c-b88a-4aa7-9242-3a21a81b7b31 | Clause:
Capitalized terms used but not defined in this Amendment shall have the meaning given to them in the 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, Autho... | Label: Definitions |
0df4c9ac-7e7b-4adb-83a2-d54a6e825b34 | Clause:
This Amendment may be executed by one or more of the parties to this Amendment 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 counterpart of a signature page to this Amendment by telecopier or ... | Label: Counterparts |
193590aa-63ea-4c9f-b8ff-53ee0c534d81 | Clause:
If there is any change in the Stock by reason of any stock dividend, recapitalization, reorganization, merger, consolidation, split-up, combination or exchange of shares of Stock, or any similar change affecting the Stock the Committee will make appropriate and proportionate adjustments (including relating to t... | Label: Adjustments |
1ac9cbc9-8649-475d-9cf7-a66161c7201f | Clause:
The captions of this Agreement are for convenience of reference only and in no way define, describe, extend or limit the scope or intent of this Agreement or the intent of any provision contained in this Agreement. The language of this Agreement shall be deemed to be the language mutually chosen by the Parties ... | Label: Construction |
392b4baf-16cf-4970-ae6d-511ad826ae92 | Clause:
The Borrower has filed or caused to be filed all Federal, state, local and foreign income tax returns required to have been filed by it and has paid or caused to be paid all income taxes shown to be due on such returns except income taxes that are being contested in good faith by appropriate proceedings and for... | Label: Payments |
addddf90-8387-45b4-b18e-d98c664f81a5 | 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 within 5 days hereof; provided ... | Label: Terminations |
544cbc72-cbe8-4496-a9c0-2bd55c4e1a97 | Clause:
Not later than ten (10) Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of all notices, requests and other documents (including amendments, waivers and other modifications) so received under or pursuant to any instrument, indenture, loan or credit or similar agreement hav... | Label: Notices |
73a1a229-bdb8-4419-b584-50dc29cd8e22 | Clause:
Employee shall be paid at a rate which, on an annualized basis, equals two hundred thousand dollars ($200,000) per year, as adjusted pursuant to this Section 4.1 (“ Base Salary ”). The Base Salary shall be subject to normal payroll withholding amounts and RBT’s standard payroll practices. For each Contract Yea... | Label: Base Salary |
1889a723-d088-4b35-8d16-babdc2f58323 | Clause:
Section and subsection headings are not to be considered part of this Agreement, are included solely for convenience, are not intended to be full or accurate descriptions of the content thereof, are not intended to define, limit or describe the scope or intent of this Agreement and will not affect the construct... | Label: Headings |
698802e8-e6ce-4e81-90db-3c80fa4cbc9d | Clause:
ORIGINATOR HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR NEW YORK STATE COURT SITTING IN NEW YORK COUNTY, NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY DOCUMENT EXECUTED BY ORIGINATOR PURSUANT TO THIS AGREEMENT AND ORIGINA... | Label: Consent To Jurisdiction |
93313efc-43c8-4f74-abbc-04788a2de21b | Clause:
The headings used in this Agreement are for convenience only and shall not constitute a part 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, Autho... | Label: Headings |
a3088836-3ac0-4c14-81bc-d8cd994e1fdd | Clause:
Wherever used herein, the following terms shall have the meanings set forth below. Capitalized terms not otherwise defined in this Notice of Special Award shall have the same meanings as set forth in the EICP.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amen... | Label: Definitions |
90d3fef4-8240-4811-bcc7-1b6764ff288c | Clause:
(a) The Company and the Capital Corporation jointly and severally agree to pay to the Administrative Agent for the account of each Bank a commitment fee from and including the Closing Date to but excluding the date on which the Commitment of such Bank terminates hereunder, computed at a per annum rate equal to... | Label: Fees |
08600e03-6022-426b-93f8-72d102f85753 | Clause:
Each Stockholder shall execute and deliver, or cause to be executed and delivered, such further certificates, instruments and other documents as Parent or the Company may reasonably request for the purpose of effectively carrying out the transactions contemplated by this Agreement.
Task: Classify this clause i... | Label: Further Assurances |
8592d1cb-56df-4800-9d2b-f3078ca5c768 | Clause:
The term of this Agreement (“the “ Term ”) shall continue until the earlier of (i) the second anniversary of the Effective Date, or (ii) the date on which all payments or benefits required to be made or provided hereunder have been made or provided in their entirety Notwithstanding the foregoing, the obligation... | Label: Terms |
76507068-65fc-4aeb-bceb-8dfabcd0e9fe | Clause:
The Company shall deduct from payments made under the Plan any federal, state or local withholding or other taxes or charges which the Company is required to deduct under applicable law.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption... | Label: Tax Withholdings |
2c25c9ca-c06d-4b1b-91a1-82071d80f390 | Clause:
Unless otherwise expressly provided in this Agreement, each party shall bear any and all expenses that arise from its respective obligations under this Agreement. In the event either party to this Agreement brings an action or proceeding for the breach or enforcement of this Agreement, the prevailing party in s... | Label: Expenses |
a5de3a49-9072-4d03-bfc5-e79c2a4618d7 | Clause:
HALLAL agrees to cooperate with, and assist, ALEXION to ensure a smooth transition of his work responsibilities. At any time following the Separation Date, HALLAL will provide such information as ALEXION may reasonably request with respect to any ALEXION-related transaction or other matter in which HALLAL was i... | Label: Cooperation |
4e4d816b-6024-4200-836d-6ae304dad097 | Clause:
Any notice required hereunder to be given by either Party shall be in writing and shall be delivered personally or sent by certified or registered mail, postage prepaid, or by private courier, with written verification of delivery, or by facsimile transmission to the other Party to the address or telephone numb... | Label: Notices |
ab615238-686a-44e3-86e8-00f0723aa32c | Clause:
Borrower shall, and shall cause each Significant Subsidiary to, promptly comply, or cause compliance, with all Governmental Rules (except where the failure to comply could not reasonably be expected to have a Material Adverse Effect) including Sanctions administered by OFAC and Governmental Rules relating to po... | Label: Compliance With Laws |
41f9fe63-7b3b-4f9b-8a04-13742678f48e | Clause:
No Credit Party nor any Subsidiary shall pay, prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, or make any payment in violation of any subordination terms of, any Indebtedness other than with respect to any Subordinated Debt, those payments expressly ... | Label: Payments |
ed5e2a9c-38f4-4419-9f85-601627e56956 | Clause:
The Grantor does not have any interest in, or title to, any Patent, Trademark or Copyright except as set forth in Exhibit D. This Security Agreement is effective to create a valid and continuing Lien and, upon filing of appropriate financing statements in the offices listed on Exhibit H and this Security Agreem... | Label: Intellectual Property |
07869bfb-f489-4f82-a695-bbeee70a225a | Clause:
Such Debtor will not create, incur, or suffer to exist any Lien on the Collateral except Permitted Liens.
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: Liens |
ac97827b-11c4-439d-8efa-69ef4b830321 | Clause:
Subject to the terms and conditions of this Agreement and the other Transaction Agreements, the issuance, sale and purchase of the Shares contemplated by this Agreement and the funding of the Loan in accordance with the Term Loan Agreement shall take place at a closing (the “ Closing ”) to be held at 10:00 a.m.... | Label: Closings |
0dcb7a88-1e90-4442-be54-8cb49bc04759 | Clause:
As used in this Section 1.6, the terms “Cause”, “Change of Control”, “Good Reason”, and “Involuntary Termination” shall have the definitions given thereto in the then effective employment agreement between the Employee and WTAM.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustment... | Label: Defined Terms |
bb768c21-92cd-4ac4-be84-40df8df9647b | Clause:
This Agreement may be executed in any number of counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the sa... | Label: Counterparts |
0ffd5fab-16bb-43d7-9d4c-cfd9457ddc31 | Clause:
The Company and all others who may become liable for the payment of all or any part of the indebtedness hereby waive presentment, protest, demand for payment, notice of dishonor, and any and all other notices or demands in connection with the delivery, acceptance, performance, default, or enforcement of this No... | Label: Waivers |
32a93c97-6892-45a7-a518-4f07d5ce9f85 | Clause:
Each Party hereby covenants and agrees to cooperate with each other in good faith in connection with, and shall exercise commercially reasonable efforts with respect to, the pursuit, approval, implementation, and consummation of the Restructuring as well as the negotiation, drafting, execution, and delivery of ... | Label: Further Assurances |
d8fedc2c-51d3-4147-8c59-a429521c191f | Clause:
This Agreement and the Executive’s employment are for an indefinite term. Therefore, the Executive is employed on an at-will basis and either the Executive or the Corporation may terminate his employment at any time and for any reason, with or without “cause” including, without limitation, as defined in paragr... | Label: Terms |
93b62380-4394-4162-8406-82b9dff72a7e | Clause:
While an Event of Default exists, in the event that the Collateral Agent desires to exercise any remedies, voting or consensual rights or attorney-in-fact powers set forth in this Agreement and determines it necessary to obtain any approvals or consents of any Governmental Authority or any other Person therefor... | Label: Consents |
75e20d1a-2bee-43d9-aa5d-0916b52d241f | Clause:
All representations and warranties made in the Credit Agreement or in any Other Document and any related agreements to which any Borrower is a party, and each of the representations and warranties contained in any certificate, document or financial or other statement furnished at any time under or in connection... | Label: Warranties |
5c6f42f3-ba28-4b59-8cff-7ce44e194f10 | Clause:
No Borrower will request any Borrowing, and no Borrower shall use, and shall ensure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing, directly or, to its knowledge, indirectly, (A) in furtherance of an offer, payment, promis... | Label: Sanctions |
ccecd327-21ca-4581-8cc0-0bfb7aabf707 | Clause:
The Borrower is and will remain Solvent, taking into account the transactions contemplated by the Credit Documents.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, A... | Label: Solvency |
ae20b400-5139-491c-8cff-00b163d70782 | Clause:
Concurrently with the delivery of this Agreement to the Corporation, Participant shall pay the Exercise Price for the Purchased Shares in accordance with the provisions of the Option Agreement and shall deliver whatever additional documents may be required by the Option Agreement as a condition for exercise.
T... | Label: Payments |
8d032b15-ee62-4394-a8f4-3110a62d3cf7 | Clause:
No broker or finder has acted for the Investor in connection with this Agreement or the transactions contemplated thereby, and no broker or finder is entitled to any brokerage or finder’s fees or other commission in respect of such transactions based in any way on agreements, arrangements or understandings made... | Label: Brokers |
6aed6b85-79ef-482b-8072-aff9cbc02c1b | Clause:
No broker, finder, investment banker or other Person has been engaged by such Purchaser that is entitled to any brokerage, finder’s or other fee or commission from such Purchaser in connection with the transactions contemplated herein.
Task: Classify this clause into ONE of these types (exactly one label):
Adj... | Label: Brokers |
e8543f52-8688-47d9-b879-3f38200cf54b | Clause:
All news releases, publicity or advertising by Borrower or its Affiliates through any media intended to reach the general public which refers to the Loan Documents or the financing evidenced by the Loan Documents, to Lender, JPMorgan Chase Bank, National Association, Barclays Bank PLC, Goldman Sachs Mortgage Co... | Label: Publicity |
ebfbf315-cc20-4b06-b16b-0c217105f12a | Clause:
This Agreement is 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 matter contained herein. There are no restrictions, promises, warranties or undertakings, ot... | Label: Entire Agreements |
65cb1df4-f4cc-403a-8476-3d37947a1930 | Clause:
On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, up to an aggregate of $3,055,500 of ... | Label: Closings |
a7214332-148d-4219-9480-73dfb50de14e | Clause:
Subject to the terms and conditions described herein, during the Plan Support Period, each Party, severally and not jointly, hereby covenants and agrees to reasonably cooperate with each other in good faith in connection with the negotiation, drafting, execution, and delivery of the Definitive Documents. Furthe... | Label: Further Assurances |
eb09f920-94f4-4c2a-8fae-0de56bcb3c6c | Clause:
In addition to the accounts and records referred to in subsection (a), each Revolving Credit Lender and the Administrative Agent shall maintain in accordance with its usual practice accounts or records evidencing the purchases and sales by such Revolving Credit Lender of participations in Letters of Credit and ... | Label: Participations |
01f31669-effe-4800-b31d-df672e2224ea | Clause:
No event shall have occurred and be continuing or would result from the making of the Loans or the issuance, amendment, renewal or extension of such Letter of Credit, as applicable, that would constitute an Event of Default or a Default.
Task: Classify this clause into ONE of these types (exactly one label):
A... | Label: No Defaults |
22068231-b9db-472f-9820-1281ef6e75ec | Clause:
The Transaction Documents and the non-disclosure agreement dated August 4, 2016 between the Company and the Investor, together with the exhibits and schedules thereto, contain the entire understanding of the parties with respect to the subject matter hereof and supersede all prior agreements and understandings,... | Label: Entire Agreements |
56d72a94-c7b8-47d1-b079-2f3a533306ba | Clause:
Neither the Information Memorandum nor any of the other reports, financial statements, certificates or other written information (other than projections, other forward looking information and information of a general economic or industry specific nature) furnished by the Parent, the Borrower, the other Loan Par... | Label: Disclosures |
04c5a2fb-c7ae-45a0-89cb-4547d2c73648 | Clause:
Each Grantor has good and valid rights in, or the power to transfer the Collateral and title to, the Collateral with respect to which it has purported to grant a security interest hereunder, free and clear of all Liens except Permitted Liens, and has full power and authority to grant to the Agent the security i... | Label: Titles |
2c9a9324-5f0e-4fa8-8038-1d4026d8e9f1 | Clause:
The Employee hereby fully and forever releases and discharges the Company and its parents, affiliates and subsidiaries, including all predecessors and successors, assigns, officers, directors, trustees, employees, agents and attorneys, past and present (the Company and each such person or entity is referred to ... | Label: Releases |
ce456c7e-a053-446c-a319-778b1f0b6739 | Clause:
This Agreement shall be construed as a whole, according to its fair meaning. Sections and section headings contained in this Agreement are for reference purposes only, and shall not affect in any manner the meaning or interpretation of this Agreement. Unless the context of this Agreement otherwise requires, (... | Label: Interpretations |
a2e91282-b52c-44a3-bec1-e8ee8a953726 | Clause:
The Borrower shall not enter any transaction of any kind with any affiliate of the Borrower, except (i) transactions in the ordinary course of business at prices, and on terms and conditions that are fair and reasonable and not less favorable to the Borrower than could be obtained on an arm’s length basis from ... | Label: Transactions With Affiliates |
5b125ce5-050d-4a1d-9912-82c0e964b79f | Clause:
This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware without reference to the conflict of laws principles thereof. Each of the Parties irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligatio... | Label: Applicable Laws |
6fb0fe0a-d3c3-4574-93ba-e425179c29d6 | Clause:
Neither the Employer nor any employee, director, manager, board member, affiliate, parent, stakeholder, equityholder, agent, successor, predecessor or related party makes a guarantee with respect to the tax treatment of payments hereunder and no such party shall be responsible in any event with regard to non-co... | Label: General |
a07ac92b-2a4f-42e1-8f15-a9ce977fc38b | Clause:
THIS GUARANTY IS TO BE CONSTRUED — AND ITS PERFORMANCE ENFORCED — UNDER TEXAS LAW.
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 Sa... | Label: Governing Laws |
07199899-00b1-4391-9166-8a4c252e6894 | Clause:
Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) each Loan Party and each of its Restricted Subsidiaries own, or possess the right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, licenses and other... | Label: Intellectual Property |
2233df87-4f6e-4abf-a63c-792e4b81c678 | Clause:
The obligations of the Borrower under Section 4.1, Section 4.2, Section 4.3, Section 10.3 and Section 10.4, shall in each case survive any assignment by the Lender and the occurrence of the Termination Date. The representations and warranties made by the Borrower in each Loan Document shall survive the executio... | Label: Survival |
9c9e12be-c40f-4a7c-8532-a5e545739d53 | Clause:
Each Supplement H-6 Participant employed by JTL Group, Inc. as of the Merger Date became a Participant in the Plan on the Merger Date (if not already a Participant) and shall continue as a Participant in the Plan until all of the Participant’s vested account balances are distributed, subject to the terms and co... | Label: Participations |
697828e9-a319-423d-9db8-601558703ce2 | Clause:
This Agreement will be interpreted without reference to any rule or precept of law that states that any ambiguity in a document be construed against the drafter.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, A... | Label: Interpretations |
62ccfc99-874e-4ae1-aa0e-fb683015903f | Clause:
If any provision hereof is invalid and unenforceable in any jurisdiction then, to the fullest extent permitted by law, (i) the other provisions hereof shall remain in full force and effect in such jurisdiction and shall be liberally construed in favor of the Administrative Agent and the Lenders in order to carr... | Label: Severability |
a21accb6-5e73-479d-b0c9-2bdf9a5726b9 | Clause:
Executive will cooperate with the Company following the Separation Date through the first anniversary thereof by making himself reasonably available to the Company or any affiliate in connection with any internal or external investigation as well as any action, suit, or proceeding, whether civil, criminal, admi... | Label: Cooperation |
9edb5e67-8003-4989-a90b-60b196249b3b | Clause:
Consultant shall not be authorized to incur on behalf of the Company any expenses without the prior written consent of the Company’s CEO or other manager as designated by Company. As a condition to receipt of reimbursement, Consultant shall be required to submit to the Company reasonable evidence that the amou... | Label: Expenses |
37705342-07f6-4f7f-b885-4376574eb01f | Clause:
The Borrower shall pay to the Administrative Agent for its own account the fees as may be agreed to from time to time between the Borrower and the Administrative Agent, when and as due.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption ... | Label: Fees |
a7c4cfc0-d435-42ba-b958-b65dd40c7de2 | Clause:
If any amendment to this Agreement is reasonably requested to give effect to or to evidence any addition of Incremental Facilities pursuant to and in accordance with this Section 2.14 , then such amendment shall be effective if executed by the Loan Parties, each Lender providing such Incremental Facility and th... | Label: Amendments |
c1069f6b-4fc5-4f5d-81c8-6164c867c676 | Clause:
This Agreement and any claim, counterclaim or dispute of any kind or nature whatsoever arising out of or in any way relating to this Agreement (“ Claim ”), directly or indirectly, shall be governed by, and construed in accordance with, the internal laws of the State of New York.
Task: Classify this clause into... | Label: Construction |
5e55d91c-5de5-438d-abb4-aa86e8cb3f3e | Clause:
Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Virginia. Buyer has all requisite corporate power to own, operate and lease its properties and carry on its business as it is now being conducted and as the same will be conducted following the Closing.
... | Label: Organizations |
5d5916c2-5563-4141-a336-21a3f66fd108 | Clause:
EACH OF THE COMPANY AND EACH OF THE LENDERS HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments,... | Label: Waiver Of Jury Trials |
7f8a74f9-710f-460e-8850-6c089999a108 | Clause:
All notices, demands, requests, and consents (hereinafter “notices”) given pursuant to the terms of this Agreement shall be in writing, shall be addressed to the addresses set forth in the introductory paragraph of this Agreement and shall be served by [i] personal delivery; [ii] United States mail, postage pre... | Label: Notices |
5061433a-5737-4e37-b6f9-0ef08e41b042 | Clause:
No authorizations, approvals or consents of, and no filings or registrations with, any Governmental Authority or any third Person are necessary for the execution, delivery or performance by any Loan Party of the Loan Documents or for the validity or enforceability thereof, except for the recording and filing of... | Label: Approvals |
28effdce-0129-436e-83dc-9c11d859a2f1 | Clause:
This Agreement contains the entire understanding and agreement of the parties, and supersedes any and all other prior and/or contemporaneous understandings and agreements, either oral or in writing, between the parties hereto with respect to the subject matter hereof, all of which are merged herein. Each party ... | Label: Entire Agreements |
1de867c2-1226-406e-8c4d-aa15c2d3d39f | Clause:
Except as provided in Paragraphs 2, 3, and 5 and notwithstanding any contrary provision of this Agreement, the balance of the Restricted Stock Units which have not vested at the time of the Employee’s Termination of Service shall thereupon be forfeited. For the avoidance of doubt and for purposes of these Restr... | Label: Forfeitures |
54f79129-f2e3-40df-82fb-72dd891dad01 | Clause:
The Committee has the right, as set forth in the Plan, to amend, alter, suspend, discontinue or cancel this Award, prospectively or retroactively; provided however, that no such amendment, alteration, suspension, discontinuance or cancelation of the Options will adversely affect Optionee’s material rights under... | Label: Amendments |
3df6a15a-ca55-4098-8333-f7851addd29c | Clause:
The Company hereby employs Executive, and Executive hereby accepts such employment and agrees to serve the Company, upon the terms and conditions set forth in this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Appli... | Label: Employment |
8275668a-4d01-4478-adf4-70d74c93de15 | Clause:
The representations, warranties and covenants contained in this Agreement shall survive the Closing and the purchase of the Shares.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignm... | Label: Survival |
06dccb36-2d94-4681-9e6e-5a72bc52f061 | Clause:
No change, amendment, or modification of this Facility IP License will be binding upon the Parties unless such change, amendment, or modification is in writing and duly executed by the Parties.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Cor... | Label: Amendments |
88258bfa-c159-4d2d-be1a-a478c2a6ffb7 | Clause:
The Company may terminate Executive’s employment if he becomes unable to perform the essential functions of his position as a result of his Disability. Upon any termination of the Term and Executive’s employment pursuant to this Section 6(c)(ii), Executive shall receive the Accrued Obligations. Additionally, Ex... | Label: Disability |
f2c5fe16-1e7a-45d1-baad-ef5ad300b01c | Clause:
Pursuant to the Company’s customary policies in force at the time of payment, Employee shall be promptly reimbursed, against presentation of vouchers or receipts therefor, for all expenses properly and reasonably incurred by Employee on behalf of the Company in the performance of Employee’s duties hereunder.
T... | Label: Expenses |
c666061b-ca76-4358-8226-7bd303b54c3f | Clause:
In the event of a subdivision of the outstanding shares of Common Stock, a declaration of a dividend payable in Common Stock or a combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise) into a lesser number of shares of Common Stock, corresponding adjustments sh... | Label: Adjustments |
6e705f66-6496-4123-927a-3ae92dc9784b | Clause:
If any provision (or part thereof) of these Terms and Conditions or the Agreement is held to be illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining provisions (or parts thereof) hereof, but such provision (or part thereof) shall be fully severable and these Terms and C... | Label: Severability |
8241c6ae-d77b-487e-b769-f45198f701ca | Clause:
Neither the Seller nor any of its Subsidiaries: (i) is, or is owned or controlled by, a Sanctioned Person; or (ii) is located, incorporated, organized, or resident in a Sanctioned Country. No proceeds from any Purchase will be used, directly or indirectly, to lend, contribute, provide, or have otherwise been or... | Label: Sanctions |
86903ada-a7b1-4f6d-935b-923556f4ee8d | Clause:
This Agreement sets forth the entire understanding of the Parties and supersedes all prior agreements or understandings, whether written or oral, with respect to the subject matter hereof, and that the Company has not made any promise or offered any other agreement, except those expressed in this Agreement, to ... | Label: Entire Agreements |
f1fa25e6-4e14-417e-bc45-55e7c9b8ea8b | Clause:
Except as set forth on Schedule 4.7 attached hereto, the Company shall use the net proceeds from the sale of the Securities hereunder for working capital purposes and shall not use such proceeds: (a) for the satisfaction of any portion of the Company’s debt (other than payment of trade payables in the ordinar... | Label: Use Of Proceeds |
91bb4d82-37fe-4d7e-819a-18484745791c | Clause:
Executive agrees that in the event that he (a) materially breaches any term of Paragraph 6, 7 or 8 of this Agreement and, in the event such breach can be cured, such breach has not been cured by Executive within fifteen (15) days after receipt by the Executive of written notice thereof from the Company, or (b) ... | Label: Forfeitures |
21e37e52-1768-458c-af66-5e57bfd7dc8c | Clause:
This Agreement may be executed in counterparts, both of which together shall constitute the original agreement. This Agreement may also be executed by facsimile signature.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicab... | Label: Counterparts |
d41ad658-fcae-43bf-9261-deea6472511c | Clause:
Park Sterling may deduct from each payment of compensation hereunder all amounts required to be deducted and withheld in accordance with applicable federal and state income, FICA and other withholding requirements.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements,... | Label: Withholdings |
ed966cc1-f785-44d1-820a-73d7b8454d60 | Clause:
In reliance upon the representations and warranties of the Company and Purchaser contained herein and subject to the terms and conditions set forth herein, at the Closing, Purchaser shall purchase, and the Company shall sell and issue to Purchaser, 10 Units, at a negotiated purchase price (the “ Purchase Price ... | Label: Sales |
64c84132-9ba2-4a57-a5e1-39b73337f693 | Clause:
This Agreement (a) constitutes the entire agreement and supersedes all other prior agreements, both written and oral, among the parties hereto with respect to the subject matter hereof and (b) is not intended to confer upon any Person, other than the parties hereto, any rights or remedies hereunder.
Task: Clas... | Label: Entire Agreements |
edb8c275-d28d-438e-a453-1d186ff9f13a | Clause:
There is no litigation, claim, investigation, challenge or other proceeding pending or, to the knowledge of Tenant, threatened against Tenant, its properties or business which seeks to enjoin or prohibit it from entering into this Agreement.
Task: Classify this clause into ONE of these types (exactly one label... | Label: Litigations |
d80edeeb-bc5b-4aaa-b18d-1683c4cc21dd | Clause:
All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivere... | Label: Notices |
f8454c34-7fff-4124-8b03-08efc6326ee7 | Clause:
This Agreement, together with the Exhibits hereto (which are incorporated herein by reference) and the other Transaction Documents, constitute the entire agreement between the Parties hereto with respect to the subject matter hereof and supersede all prior agreements, understandings and negotiations, both writt... | Label: Entire Agreements |
95851db1-0439-472d-8cba-3975517be943 | Clause:
The headings listed herein are for convenience only and do not constitute matters to be construed in interpreting this Amendment No. 1.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Ass... | Label: Headings |
43368323-257d-403a-955e-0b3179145e0c | Clause:
Guarantor hereby waive promptness, diligence, notice of acceptance and any other notice with respect to any of the Obligations and this Guaranty and any requirement that the Creditor or exhaust any right or take any action against Company or any other Guarantor, person or entity or any collateral. Guarantor ack... | Label: Waivers |
b3a5e319-9819-4235-9472-e6ecf8712272 | Clause:
Whenever used in this Agreement, the singular shall be construed to include the plural and vice versa, where applicable, and the use of the masculine, feminine or neuter gender shall include the other genders. The subject matter and language of this Agreement has been the subject of negotiations between the par... | Label: Construction |
a2bf50ad-f4ff-4882-b20c-10768bcca9ba | Clause:
The following terms which are defined in the Uniform Commercial Code are used herein as so defined: Accounts, Chattel Paper, Commercial Tort Claims, Deposit Accounts, Documents, Equipment, General Intangibles, Goods, Instruments, Inventory, Investment Property, Letter of Credit, Letter-of-Credit Rights, Paymen... | Label: Definitions |
3cf77cfd-e773-48df-9d93-2022e278ac93 | Clause:
The Company shall use the proceeds from the issuance and sale of the Preferred Shares (a) to pay any costs, fees and expenses incurred by it in connection with the Transactions, including the reimbursement of the FP Investors’ expenses pursuant to Section 5.05 and (b) for working capital or other general corpor... | Label: Use Of Proceeds |
1ca275ac-3f56-46fe-8acc-3369679de7d9 | Clause:
The Company shall indemnify, hold harmless, reimburse and defend Lender, and Lender’s officers, directors, affiliates, members, managers, and employees, against any claim, cost, expense, liability, obligation, loss or damage (including, without limitations, reasonable legal fees) of any nature, incurred by or i... | Label: Indemnifications |
355bd113-a290-4bf2-b676-55b671c37690 | Clause:
All of the direct and indirect subsidiaries of the Company (the “ Subsidiaries ”) are set forth in the Memorandum. The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any liens, charges, security interests, encumbrances, rights of fir... | Label: Subsidiaries |
74d149f4-fb8b-4a69-91b7-6994dec49e82 | Clause:
Any legal action or proceeding with respect to this Agreement shall be brought in the courts of The State of New Jersey or of the United States of America for the District of New Jersey. By execution and delivery of this Agreement, each of the parties hereto accepts for itself and in respect of its property, ge... | Label: Jurisdictions |
5b9822b0-76bb-4b70-a12a-7ae404eda446 | Clause:
Execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including, without limitation, the filing and recording of financing statements and other documents), which may be required under any Applicable Law, or which the Administrative Agent or t... | Label: Further Assurances |
523de692-7bad-408d-a10a-7f07831e85cb | Clause:
This Agreement, together with the Exhibits and Disclosure Schedules, constitutes the entire agreement between the Parties with respect to the subject matter of this Agreement, and supersede any prior understandings, agreements, or representations by or between the Parties, written or oral, to the extent they re... | Label: Entire Agreements |
2832dde9-82f3-4943-8182-a906fb4a96bc | Clause:
If the Executive’s employment is terminated by reason of the Executive’s death during the Employment Period, this Agreement shall terminate without further obligations to the Executive’s legal representatives under this Agreement, other than payment or provision of (i) the Accrued Obligations, (ii) the Other Be... | Label: Death |
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