id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
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|---|---|---|
1c75f267-96ed-4789-af54-c1a269cd30ee | Clause:
E-Marine does not hold any insurance policy.
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, Binding Effects, Books... | Label: Insurances |
c43f2839-42b4-4136-b5bb-ea08e0600e96 | Clause:
The Administrative Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Revolving Commitments. Any voluntary reduction of the Aggregate Revolving Commitments pursuant to Section 2.06(a) shall be applied to the Revolving Commitment of each Lender according to it... | Label: General |
8c952921-94e1-4a80-8c81-33a78d3c5de9 | Clause:
The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement and the transactions contemplated by the Transaction Documents were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that, without the necessi... | Label: Specific Performance |
bb78ef66-b156-45a2-a00d-83e09630e494 | Clause:
The execution, delivery and performance of this Agreement and each other document, instrument or agreement executed and delivered by such Purchaser in connection with the transactions contemplated hereby has been duly authorized by all necessary action on the part of such Purchaser, and this Agreement and each ... | Label: Authorizations |
341d72ae-8206-4024-a307-d9ed7fb2af2b | Clause:
Each of Parent and Borrower shall not, and shall not permit any other member of the Consolidated Group to, directly or indirectly, use the proceeds of any Credit Extension or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other individual or entity, to fun... | Label: Sanctions |
6135bd91-82b8-4ac4-a69e-d9e3bc6cfae7 | Clause:
For all services rendered under this Agreement during the term of Executive’s employment, the Company shall pay Executive (i) a minimum annual Base Salary of $725,000 for 2017, pro-rated from the Effective Date; and (ii) a minimum annual Base Salary of $750,000 for 2018. Executive’s Base Salary shall be reviewe... | Label: Base Salary |
f171d6a5-6d07-43dd-b99b-29a95f810ce2 | Clause:
Subject to the other provisions of this Section 5.03 , Buyer and Seller shall cooperate fully, and shall cause their respective Affiliates to cooperate fully, as and to the extent reasonably requested by any Party, in connection with the preparation and filing of Tax Returns and any Tax Contest or other proceed... | Label: Cooperation |
916f8895-a578-4a89-93e7-3848e7c2013a | Clause:
For the services to be performed hereunder during the Period of Employment, Tyson shall pay you at a base salary of $356,745.00 , which may be adjusted by Tyson from time to time within the range paid to other employees in your Band. Such base salary shall be paid in accordance with Tyson's payroll practice.
T... | Label: Base Salary |
0bd2dd36-0141-4fb1-a2ce-a8314b678750 | Clause:
By execution below, each Seller expressly acknowledges and agrees that all of the Buyer’s rights, title, and interests in, to, and under this Agreement shall be pledged and/or collaterally assigned by the Buyer to the Administrative Agent for the benefit of the Secured Parties pursuant to the Credit and Securit... | Label: Agreements |
9727e2f5-291b-45fa-8baa-7c6f69b31175 | Clause:
With respect to any matter for which indemnification is claimed pursuant to Section 10.2, Buyer Indemnified Party will notify Seller in writing promptly after becoming aware of such matter. With respect to any matter for which indemnification is claimed pursuant to Section 10.3, the Seller Indemnified Party wil... | Label: Notices |
9d02a1c5-a869-499f-a1ee-a568767127fc | Clause:
THE COMPANY HEREBY WAIVES ANY AND ALL RIGHTS THAT IT MAY NOW OR HEREAFTER HAVE UNDER THE LAWS OF THE UNITED STATES OF AMERICA OR ANY STATE TO A TRIAL BY JURY OF ANY AND ALL ISSUES ARISING EITHER DIRECTLY OR INDIRECTLY IN ANY ACTION OR PROCEEDING BETWEEN THE COMPANY AND LENDER OR THEIR SUCCESSORS AND ASSIGNS, OU... | Label: Waiver Of Jury Trials |
239d9ca1-4289-4acd-b5f1-775e5fb08e9a | Clause:
Except as otherwise provided herein, each party shall pay all costs and expenses that it incurs with respect to the negotiation, execution, delivery and performance of this Agreement. If any Action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall b... | Label: Expenses |
5a26c1ee-1622-485d-92b6-cf88d8d18cca | Clause:
In addition to the insurance required hereunder with respect to Collateral, maintain insurance with insurers satisfactory to Lender, (a) with respect to the Properties and business of Borrowers and Subsidiaries of such type, in such amounts, and with such coverages and deductibles as are customary for companies... | Label: Insurances |
5f2bfeb4-a783-403f-8976-0d0f421bd977 | Clause:
Executive hereby irrevocably consents to any and all uses and displays, by the Company and its agents, representatives and licensees, of Executive’s name, voice, likeness, image, appearance and biographical information in, on or in connection with any pictures, photographs, audio and video recordings, digital i... | Label: Publicity |
083fcb1d-17ae-4c80-ad4d-6b501762a340 | Clause:
Schedule 8.13 to the Disclosure Letter lists each Subsidiary of Holdings, the Company and the Borrower (and the direct and indirect ownership interest of Holdings, the Company and the Borrower therein), in each case existing on the Closing Date after giving effect to the Transactions.
Task: Classify this claus... | Label: Subsidiaries |
27b1b973-01d0-4433-8e23-282b4a2294d5 | Clause:
Maintain insurance with financially sound and reputable insurance companies against at least such risks and in at least such amounts as are customarily maintained by similar businesses and as may be required by Applicable Law and deliver to the Lender upon its request information in reasonable detail as to the ... | Label: Insurances |
f5ad1686-b59b-45e6-81e4-d80227df85df | Clause:
Notices hereunder shall be in writing and if to the Company shall be mailed to the Company at 100 Campus Drive, Suite 200E, Florham Park, New Jersey 07932, addressed to the attention of Office of Corporate Secretary, and if to Director shall be delivered personally or mailed to Director at the address as the sa... | Label: Notices |
7da64a65-eb2e-4782-8077-2abde9cb4c6e | Clause:
This Agreement may be executed in duplicate originals, each of which is equally admissible in evidence, and each original shall fully bind each party who executed it. An e-mailed or facsimile copy of the signature may be submitted as proof of execution; however, Executive shall send the original executed agree... | Label: Counterparts |
e5572064-4b90-473c-9e61-522d558c3976 | Clause:
This Agreement together with the Plan (as each may be amended from time to time) and the Resolutions supersede any and all other prior understandings and agreements, either oral or in writing, between the parties with respect to the subject matter hereof and constitute the sole and only agreements between the p... | Label: Entire Agreements |
148fe45c-1f3e-4045-8e1a-950baad4da75 | Clause:
Each Purchaser, severally and not jointly with the other Purchasers, covenants that neither it nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any purchases or sales, including Short Sales of any of the Company’s securities during the period commencing with the execu... | Label: Confidentiality |
ab73d7b8-bc33-4a21-8c56-1497835aedb5 | Clause:
All amounts due under this Section 11.04 shall be payable not later than ten (10) days after demand therefor.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authori... | Label: Payments |
108e71d8-59b8-4b28-a074-d8de93743ee5 | Clause:
During the Employment Term, the Employee will devote substantially all of the Employee’s full working time to the business and affairs of the Company and Linn Energy, will use the Employee’s best efforts to promote the Company’s and Linn Energy’s interests and will perform the Employee’s duties and responsibili... | Label: Duties |
80c99c6d-d7ca-4354-8ebb-deec6994876b | Clause:
GMS hereby represents and warrants to the Stockholder as follows: (a) it has all necessary power and authority to execute and deliver this Agreement and to perform its obligations hereunder, (b) the execution, delivery and performance of this Agreement by GMS have been duly and validly authorized by all necessa... | Label: Representations |
192d7231-8e84-431e-bc34-436b852d7573 | Clause:
This Agreement and the rights and duties of the parties hereunder shall be governed by, construed under and enforced in accordance with the laws of the State of Delaware.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicabl... | Label: Governing Laws |
edfd6832-dd29-4d06-89ec-dfe574b53a1c | Clause:
The invalidity or unenforceability of any provision of the Plan or this Award Certificate shall not affect the validity or enforceability of any other provision of the Plan or this Award Certificate, and each other provision of the Plan and this Award Certificate shall be severable and enforceable to the extent... | Label: Severability |
5188cd74-0b36-4d1c-aadb-eeaafec04abf | Clause:
If any provision of this Promissory Note is invalid, illegal or unenforceable, the balance of this Promissory Note shall remain in effect, and if any provision is inapplicable to any Person or circumstance, it shall nevertheless remain applicable to all other Persons and circumstances. If it shall be found that... | Label: Severability |
959df493-cfc9-48d4-a01d-b642ef6fb46b | Clause:
The Parent agrees to pay the Executive a base salary (“ Base Salary ”) of $168,000 per annum for the position(s) of Chief Financial Officer. Annual adjustments after the first year of the Employment Period shall be determined by the Board. The Base Salary shall be paid in periodic installments in accordance wit... | Label: Base Salary |
ddeb25a1-0416-4025-bb05-23cca903c020 | Clause:
The period of time set forth in Section 1.1, plus any exercised Option Term.
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, ... | Label: Terms |
f65ade57-9804-4242-be60-8750b35b687c | Clause:
The agreements in this Section shall survive the resignation of the Administrative Agent and any L/C Issuer, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations.
Task: Classify this clause into ONE of these types ... | Label: Survival |
6080cadf-784a-4a0b-abb0-e7654a7045d6 | Clause:
On and after the Effective Date, the Plan may not be amended by the Company in a manner that adversely affects a Participant without his or her written consent. The Plan may be amended with the consent of Participants to comply with Section 409A of the Code so long as such amendments do not materially adversely... | Label: Amendments |
0a5b6b1d-4070-4961-a897-6b71653d6855 | Clause:
Subject to Section 5 of this Note, the Borrower shall reimburse the Holder for all reasonable costs and expenses (including reasonable legal fees and disbursements) incurred by the Holder in connection with the collection or attempted collection of the payment of this Note through legal proceedings or otherwise... | Label: Costs |
8747c9e3-2b84-4e3f-ae1c-92b61064e5c3 | Clause:
Each Transaction Document to which the Administrator is a party constitutes the legal, valid and binding obligation of the Administrator enforceable against the Administrator in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratori... | Label: Binding Effects |
847bbb16-b059-42b8-8561-809b8da2df94 | Clause:
This Agreement may not be assigned or transferred by Contractor. Should such an assignment or transfer occur, this Agreement shall become null and void at the discretion of the Company upon written notice by the Company to Contractor. Contractor acknowledges that the Company is relying on the personal skill an... | Label: Assignments |
3d92c38d-4a9f-42d4-ac65-64571143193a | Clause:
The Bank shall withhold any taxes that are required to be withheld, including but not limited to taxes owed under Code Section 409A from the benefits provided under this Agreement. The Executive acknowledges that the Bank’s sole liability regarding taxes is to forward any amounts withheld to the appropriate ta... | Label: Tax Withholdings |
709099b0-c005-4026-8422-3983d232e4cb | Clause:
This Assumption Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Any provision of this Assumption Agreement held to be invalid, illegal or un... | Label: Miscellaneous |
0d07912f-aa33-43bd-ba6f-5cf99d4c0af7 | Clause:
Each party hereto hereby submits for itself and its Property in any legal action or proceeding relating to this Amendment, or for recognition and enforcement of any judgment in respect hereof, to the exclusive general jurisdiction of the courts of the State of New York, the courts of the United States for the S... | Label: Jurisdictions |
f9e9f779-b521-4252-9452-859780eabaf6 | Clause:
The Company shall, on or before 9:30 a.m., New York City time, on the first business day after the date of this Agreement, issue a Current Report on Form 8-K (collectively, the “ 8-K Filing ”) disclosing all material terms of the transactions contemplated hereby. From and after the issuance of the 8-K Filing, t... | Label: Disclosures |
d55c5abb-9558-4603-bd8c-c955e7944b5c | Clause:
Buyer’s representations and warranties in this Section 7.1 shall survive Closing and not be merged into the Ground Lease Assignment Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitrat... | Label: Survival |
eae32ccc-0077-4544-b998-9f55bd0f5712 | Clause:
This Agreement shall begin on the Effective Date and shall continue in effect until the date which is twelve (12) months after the date on which either Employer or Executive has given written notice to the other party of its or his/her election to have this Agreement terminate ("Term").
Task: Classify this cla... | Label: Terms |
92573497-e90d-4d12-beb0-c22c65ed7b3f | Clause:
Each Loan Party has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it (including in its capacity as withholding agent), except (a) Taxes that are being contested in good faith by appropriate pro... | Label: Taxes |
09a272d4-8bc5-4958-bd94-0540ec6d5ec2 | Clause:
EACH PARTNER, FOR ITSELF AND ON BEHALF OF ITS AFFILIATES, HEREBY WAIVES ITS RIGHT TO TRIAL BY JURY IN ANY ACTION, LAWSUIT OR PROCEEDING RELATING TO ANY DISPUTE ARISING OR IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION DESCRIBED IN THIS AGREEMENT OR DISPUTE BETWEEN THE PARTIES (INCLUDING DISPUTES WHICH ALS... | Label: Waiver Of Jury Trials |
45a486e1-62e1-42dd-bbc5-2f42f6d5ce3a | Clause:
No Loan Party shall enter into or permit to exist any Contractual Obligation with any Affiliate (other than any other Loan Party) or engage in any other transaction with any Affiliate (other than any other Loan Party) except upon terms at least as favorable to such Loan Party as an arms-length transaction with ... | Label: Transactions With Affiliates |
23e70178-0940-417c-ab79-37324582478b | Clause:
The financial statements and other information concerning Carvana delivered by or on behalf of Carvana to VMRE are true, correct and complete in all material respects, and no material adverse change has occurred with respect to the information provided in any such financial statements, or other information prov... | Label: Financial Statements |
d163dd43-39b5-4f32-8d6e-b97c4eaf085d | Clause:
The headings of Sections in this Note are provided for convenience only and will not affect its construction or interpretation. All references to "Section" or "Sections" refer to the corresponding Section or Sections of this Note unless otherwise specified. All words used in this Note will be construed to be of... | Label: Construction |
fde4af91-9fe4-4a4b-98d0-53e82961f508 | Clause:
Subject to Section 5.4 below, Executive agrees that Executive will not disparage the Company or its or their current or former officers, directors, and employees in any way; further, Executive will not make or solicit any comments, statements, or the like to the media or to others that would be considered derog... | Label: Non-Disparagement |
781ba1ad-5632-4614-81bd-225877033b5a | Clause:
There is no action, suit, proceeding, investigation, or arbitration pending or, to the best knowledge of such Seller, threatened against such any Seller Party or any of their respective assets which may result in a Material Adverse Effect. Such Seller is in compliance in all material respects with all Requirem... | Label: Litigations |
25342d46-6421-4ebb-bf85-eb0075e294da | Clause:
THE BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST THE ADMINISTRATIVE AGENT, ANY LENDER OR ANY RELATED PARTY OF THE... | Label: Submission To Jurisdiction |
238f3b56-f748-491c-bde4-d9e8678174a4 | Clause:
Executive agrees to disclose promptly and fully to Executive’s immediate supervisor at the Company, and to hold in confidence for the sole right, benefit and use of Company, any and all Creations made, conceived or developed by Executive (either alone or jointly with others) during Executive’s employment with t... | Label: Disclosures |
6d724f83-79b7-4749-8171-7d3aacb2f306 | Clause:
(a) . The Borrower shall not, and shall not permit any Group Member to, sell, assign or otherwise Dispose of any Equity Interests in any Group Members except in compliance with Section 9.11(f) . The Borrower shall not, and shall not permit any other Group Member to, have any foreign Subsidiaries (other than... | Label: Subsidiaries |
1a2ad0a4-b4b3-4b3a-b72e-6fde8fdebdd2 | Clause:
The Company shall, as promptly as possible, and in any event by 9:30 a.m. (New York City time) on the Trading Day immediately following the date hereof, file a Current Report on Form 8-K, including the Transaction Documents as exhibits thereto, with the Commission within the time required by the Exchange Act. F... | Label: Publicity |
46731458-b8bf-4219-8631-d8290eaa5b2c | Clause:
Each party’s obligations under this Section 3.3 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender or the Issuing Banks, the termination of the L/C Participations and the repayment, satisfaction or discharge of all obligations... | Label: Survival |
04936117-9e9b-442f-bc0d-b03f79cb8c6e | Clause:
This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York without regard for the principles of conflicts of laws thereunder (other than §5-1401 of the New York General Obligations Law).
Task: Classify this clause into ONE of these types (exactly one label):
Adjust... | Label: Governing Laws |
261c483e-31a2-4e34-9e71-d293472e0371 | Clause:
Any notice required to be given hereunder shall be sufficient if in writing, and sent by email, by reliable overnight delivery service (with proof of service), hand delivery or certified or registered mail (return receipt requested and first-class postage prepaid), addressed as follows: (a) if to Parent or Merg... | Label: Notices |
6d772f9f-8972-4a50-9d5a-9b2dc43bb6f4 | Clause:
This Agreement (including any Action or controversy arising out of or relating to this Agreement) shall be governed by the Law of the State of Delaware without regard to conflict of law principles that would result in the application of any Law other than the Laws of the State of Delaware.
Task: Classify this ... | Label: Governing Laws |
af963e0a-fc99-4037-93d5-35faedc69511 | Clause:
As a condition to delivery of the Shares in respect of vested RSUs, Section 15(d) of the Plan requires Participant to make provisions satisfactory to the Company for payment of, any federal, state or local taxes and other statutory obligations (including, but not limited to, Participant’s FICA and SDI obligatio... | Label: Tax Withholdings |
4a4943f1-ee2d-4df5-b6d3-d4949f075eb4 | 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 |
f595133e-42b7-44f0-ae66-3f7526f18931 | Clause:
All requisite corporate action to approve, execute, deliver and perform this Agreement and each other agreement and document delivered by Buyer in connection herewith has been taken by Buyer. This Agreement and each other agreement and document delivered by Buyer in connection herewith has been duly executed an... | Label: Enforceability |
9786d30c-55f1-4264-ab9b-33c98aa597c2 | Clause:
This Restricted Stock Award Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amen... | Label: Counterparts |
fde07831-5394-40ab-9ada-a54ee3cddc19 | Clause:
The insurance coverage of the Loan Parties and their Subsidiaries is outlined as to carrier, policy number, expiration date, type and amount on Schedule 3.23 as of the Effective Date and as of the last date such Schedule was required to be updated in accordance with Section 5.02 and such insurance coverage comp... | Label: Insurances |
7a8c521c-b811-4c4b-80c8-9fd5f6a147ab | Clause:
The waiver by either party of a breach of any term or provision of this Agreement shall not operate or be construed as a waiver of a subsequent breach of the same term or provision by either party or of the breach of any other term or provision of this Agreement.
Task: Classify this clause into ONE of these ty... | Label: Waivers |
f8e7b514-e3b0-4f83-9bd8-9280a554e571 | Clause:
The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that neither the Parent nor the Borrower may assign or otherwise transfer any of its rights or obligations hereunder without the prior writte... | Label: Successors |
eafa1a07-9cf0-40b1-b07d-435ed8c6f717 | Clause:
Interest accrued on each ABR Advance shall be payable on each Payment Date, commencing with the first such date to occur after the date hereof, on any date on which such ABR Advance is prepaid, whether due to acceleration or otherwise, and at maturity. Interest accrued on that portion of the outstanding princip... | Label: Interests |
44038dc7-af62-4a2d-bb1a-4eac38f3bdd0 | Clause:
The descriptive headings used herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Side Letter.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Law... | Label: Headings |
6694f099-9004-4346-ba76-02a05451ffb5 | Clause:
Borrower shall (i) pay the principal of the Loan, together with all interest thereon, in accordance with the terms, covenants and conditions of the Note, promptly at the times, at the place and in the manner that said principal and interest shall become due, and (ii) shall promptly and punctually pay all other ... | Label: Interests |
20faf5bb-c585-461e-9b97-510513aab4d4 | 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 which have accrued to but excluding the Effective Date and to [the] [the... | Label: Payments |
7eebc495-9106-45d4-bbaa-d573cd135fcd | Clause:
The Participant agrees, upon demand of the Company or the Board, to do all acts and execute, deliver and perform all additional documents, instruments and agreements which may be reasonably required by the Company or the Board, as the case may be, to implement the provisions and purposes of the Notice and these... | Label: Further Assurances |
12c72e1d-cada-4339-b0c8-4454161af01f | Clause:
Each of the Loan Parties ( a ) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation, except (other than with respect to the Borrower), to the extent that the failure to be in good standing would not reasonably be expected to have a Materia... | Label: Compliance With Laws |
8193c482-66e6-4f6a-a8e2-dbdfae6b9765 | Clause:
In the event of a breach or threatened breach by the Executive of Section 7 , Section 8 or Section 9 of this Agreement, the Executive hereby consents and agrees that the Company shall be entitled to seek, equitable relief against such breach or threatened breach from any court of competent jurisdiction, with th... | Label: Remedies |
141b57fd-15e0-404e-aefd-33882a8624b4 | Clause:
The Company shall reimburse the lead Buyer for all reasonable costs and expenses incurred by it or its affiliates in connection with the structuring, documentation, negotiation and closing of the transactions contemplated by the Transaction Documents (including, without limitation, as applicable, all reasonable... | Label: Fees |
02e4004d-dd0b-42da-b225-d6a456554a4c | Clause:
As of the Effective Date of this Agreement, VIVUS will become responsible for Prosecuting and enforcing the Patents Rights at VIVUS’s sole cost and expense.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approv... | Label: Enforcements |
cff50ada-8c20-4fc5-9ffd-e815d4f9dc41 | Clause:
Any Senior Executive who elects to participate in the Plan shall become a Participant in the Plan immediately upon enrolling as a Participant by the method required by the Plan Administrator. Any Senior Executive receiving Employer Additions shall become a Participant on the date of the initial Employer Additio... | Label: Participations |
a8b82192-025e-4855-aa5d-371d7042a4a5 | Clause:
All representations and warranties made under this Agreement shall be made or deemed to be made at and as of the Closing Date (except those that are expressly made as of a specific date), shall survive the Closing Date and shall not be waived by the execution and delivery of this Agreement, any investigation ma... | Label: Survival |
a6f29e19-4d4d-48f1-a84c-f90e2429fd36 | Clause:
Set forth on Schedule 2 is (i) the jurisdiction of organization and the form of organization of each Loan Party, (ii) the organizational identification number, if any, assigned by such jurisdiction, (iii) the address (including, the county) of the chief executive office of such Loan Party or the registered offi... | Label: Jurisdictions |
03906e17-fca5-4537-b914-da149426080b | Clause:
The Subsidiaries listed on Schedule 4.14 constitute all the Subsidiaries of Holdings at the Closing Date (after giving effect to the Merger). Schedule 4.14 sets forth as of the Closing Date the name and jurisdiction of incorporation of each Subsidiary and, as to each Subsidiary, the percentage of each class of ... | Label: Subsidiaries |
1554d04f-995a-4967-8411-65ae905f19da | Clause:
Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) each Group Member has filed or caused to be filed all Tax returns that are required to be filed and has paid all Taxes due and payable (including in its capacity as a withholding agent), whether ... | Label: Taxes |
891564ce-c7de-4d24-8010-20d340e2f30b | Clause:
The Executive covenants and agrees that all prior agreements relating to confidentiality of proprietary Company information ("Confidential Information") and trade secrets of which the Executive has gained knowledge through his employment shall remain in effect and survive this Agreement. The terms Confidential ... | Label: Confidentiality |
8996f8fe-5980-42c5-a96e-2783f2c522ef | Clause:
The Company shall pay promptly as incurred, to the full extent permitted by law, all legal, accounting and other professional fees and expenses that Executive may reasonably incur as a result of any contest (regardless of the outcome thereof) by the Company or its Affiliates, Executive or others of the validity... | Label: Expenses |
5d392a56-c9e2-4989-816a-2e91457da68e | Clause:
The term of Rodman’s exclusive engagement will begin on the date hereof and end thirty (30) days thereafter (the “Term”). Notwithstanding anything to the contrary contained herein, the Company agrees that the provisions relating to the payment of fees, reimbursement of expenses, right of first refusal, tail, in... | Label: Terms |
9eacf30d-a967-4b7a-9d11-dc375eefbdda | Clause:
Any notice to be given hereunder shall be in writing and either delivered in person, by nationally recognized overnight courier, or by registered or certified first-class mail, postage prepaid, addressed to such address of the parties as set forth on the first page hereof.
Task: Classify this clause into ONE o... | Label: Notices |
6f7902ef-bce2-4d61-84c9-bdce07c06982 | Clause:
Subject to the provisions for termination hereinafter provided, the term of this Agreement shall commence on the date hereof (the “Effective Date”) and shall continue for a period of 24 months (the “Term”) and shall be automatically renewed for successive one (1) year periods thereafter unless either party prov... | Label: Terms |
031d2dc1-d5ef-4569-8822-0883642dfbd6 | Clause:
The Company may purchase and maintain indemnification insurance, at its expense, to protect itself and any other Persons from any expenses, liabilities, or losses that may be indemnified under this Article VII .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Am... | Label: Insurances |
89ffb98b-9a0a-4921-87a6-a543d6c51e12 | Clause:
All demands, notices and communications hereunder shall be in writing and shall be delivered, sent electronically by telecopier or email (if an email address is provided), or mailed by registered or certified first-class United States mail, postage prepaid, hand delivery, prepaid courier service, and addressed ... | Label: Notices |
33cdadf2-e59c-432e-9e47-5824de2f7c17 | Clause:
If litigation shall be brought to enforce or interpret any provision contained in this Agreement, the Corporation indemnifies the Executive for his reasonable attorney fees and disbursements incurred in such litigation, and agrees to pay pre-judgment interest on any money judgment obtained by the Executive calc... | Label: Indemnifications |
07e45dcf-f5d1-4e1b-aeed-4730e9e63983 | Clause:
The Company's obligations to issue Shares in connection with the settlement of any Performance Shares is subject to the Participant's satisfaction of all applicable federal, state and local income and other tax (including Social Security and Medicare taxes) withholding requirements. Unless specifically denied b... | Label: Tax Withholdings |
319f12b2-b506-407a-ba3c-071fd20df9e2 | Clause:
Consultant shall provide services under this Agreement during the period beginning on April 1, 2017 through May 31, 2017 or such earlier date elected by the Company pursuant to Section 2.2 (the “ Service Term ”).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, ... | Label: Terms |
65b7b0e0-edd8-4ccb-a25a-b5857de62639 | Clause:
The Parties agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the Parties shall be entitled to an injunction or injunctions without the necessity of posting a bond to prevent breaches of this Agreement or to enforce speci... | Label: Specific Performance |
d03c814b-3039-4fa7-bbd5-a8e1547ee3b2 | Clause:
Executive agrees that Executive will keep confidential and not disclose, nor use for Executive’s benefit or the benefit of any other person or entity, any information received from the Company that is confidential or proprietary or that constitutes trade secrets of the Company. Notwithstanding the foregoing, no... | Label: Confidentiality |
dd057321-b3c0-40ae-a0b4-762a34f3ccb8 | Clause:
Restricted Shares and Restricted Share Units granted to Participants under the Plan shall be subject to a Restriction Period. Except as otherwise determined by the Committee at or after grant, and subject to the Participant’s continued employment with the Company on such date, the Restriction Period shall lapse... | Label: Vesting |
07d302ba-d7ec-41f3-93d6-e7159747a521 | Clause:
Issuer shall indemnify the Indenture Trustee (and its officers, directors, employees and agents) for, and hold it harmless from and against, any loss, liability, claim, obligation, damage, injury, penalties, actions, suits, judgments or expense (including attorney’s fees and expenses) incurred by it without neg... | Label: Indemnity |
13edf8bd-3ed3-42d0-98ef-4bb6a29ee071 | 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 exchange with the Purchaser, the Note for shares of Preferred Stock on a one Underlying Share for one Note S... | Label: Closings |
1b584e5c-6f9a-4fb3-b030-08796f34c898 | Clause:
This Security Agreement shall continue in effect (notwithstanding the fact that from time to time there may be no Secured Obligations outstanding) until (i) any and all commitments to extend credit under the Loan Documents have terminated, and the Credit Agreement has terminated pursuant to its express terms an... | Label: Terminations |
9b84a115-6ba5-49bb-9fb6-8b99ae9edbce | Clause:
This Agreement shall not be amended, modified or waived by Investor or the Company.
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 S... | Label: Modifications |
f253188e-d07f-4d2a-9553-cbf44ce6f4b9 | Clause:
This Option Agreement shall be governed by the laws of the State of Delaware.
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,... | Label: Applicable Laws |
857da40e-bf03-4325-a457-3a2bf6589718 | Clause:
The Company agrees that it will (a) pay the Warrant Agent reasonable compensation for its services as Warrant Agent in accordance with Exhibit C attached hereto and, except as otherwise expressly provided, will pay or reimburse the Warrant Agent upon written demand for all reasonable and documented expenses, di... | Label: Further Assurances |
a43f9d6a-e27d-4bfd-80b7-e31fb74355a4 | Clause:
The royalty and other payments set forth in this Agreement shall, if overdue, bear interest until payment at **** or the maximum amount permitted under law, whichever is less. The acceptance of the payment of such interest shall not foreclose Research Institute from exercising any other rights or remedies it m... | Label: Interests |
928a132d-ef9a-4687-b732-78e8cee74ee5 | Clause:
This Amendment No. 2 may be executed by one or more of the parties to this Amendment No. 2 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 Amendment No. 2 by email or fac... | Label: Counterparts |
e94af951-d149-4942-9ab0-4f163b442ae5 | Clause:
The Company and its Subsidiaries own or have obtained valid and enforceable licenses for, or other legal and valid rights to use, the material Intellectual Property necessary for the conduct of the business of the Company and its Subsidiaries as currently conducted.
Task: Classify this clause into ONE of these... | Label: Intellectual Property |
585ed5a2-21f2-412e-b9e0-3dcd17afaae3 | Clause:
UPS Retirement Contribution Restoration Credits shall vest after the Participant has earned three years of Vesting Service. Upon termination of employment, a Participant shall forfeit any right to any non-vested portion of his Account. Notwithstanding the foregoing, the Committee may determine to accelerate the... | Label: Vesting |
1d387352-77a0-4948-8bac-0c757c8f1f2c | Clause:
The Notice and the Option Agreement are incorporated herein by reference and together with this Exercise Notice constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and the Grantee with respe... | Label: Entire Agreements |
8636ee0d-92d4-44eb-b6b4-3ddb63465c98 | Clause:
The Restricted Stock Award shall cliff vest over 3 years from the grant date and become nonforfeitable and all restrictions set forth in Section 3 hereof shall lapse, on August 31, 2019 (the “Vest Date”), provided the Restricted Stockholder’s service with the Company has not terminated or ceased on or prior to... | Label: Vesting |
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