id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
0fde3a38-79ac-4d8a-9a18-d6451a1dd6a8 | Clause:
This Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and interpreted in accordance with the laws of the State of New York without regard to conflict of law principles thereof, and excluding the United National Convention on Contracts for the Internation... | Label: Governing Laws |
5098133c-16e9-4285-b6a2-e2ffb570df7b | Clause:
(a) Each Secured Party by its acceptance of the benefits of this Agreement shall be deemed to have appointed and authorized the Security Trustee to take such action as trustee on behalf of the Secured Parties and to exercise such powers and discretion under this Agreement, the FAA Security Documents and the ot... | Label: Authorizations |
0da646bf-71ca-4136-856d-4911800c622d | Clause:
Except as otherwise provided in this Agreement, each Party shall be solely responsible for all expenses, including due diligence expenses, incurred by it in connection with this transaction, and neither Party shall be entitled to any reimbursement for such expenses from the other Party.
Task: Classify this cla... | Label: Expenses |
98638986-3653-43c3-9216-ec1fc624e111 | Clause:
The Transferor hereby represents and warrants that (a) the Subject Transfer has been approved by the Requisite Commitment Parties; (b) the Transferee is not a Portfolio Company of the Transferor or the Transferor’s Affiliates; and (c) the Subject Transfer does not violate any of the provisions contained in Sect... | Label: Representations |
e067e36e-a1d0-4205-8d1d-61fc699fa822 | Clause:
This Agreement may only be amended, modified or supplemented (and any right hereunder extended or waived) by the parties hereto by an agreement in writing signed by all parties.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Ap... | Label: Amendments |
8ba64df5-25b8-456f-9e85-f4bc21dd3213 | Clause:
This Agreement (including the Exhibits hereto) and the other Transaction Agreements constitute the full and entire understanding and agreement between the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the parties... | Label: Entire Agreements |
7b681940-6cee-4570-9ce7-2cf005c9871d | Clause:
The capitalization of the Company is as set forth on Schedule 3.1(g) , which Schedule 3.1(g) shall also include the number of shares of Common Stock owned beneficially, and of record, by Affiliates of the Company as of the date hereof. The Company has not issued any capital stock since its most recently filed p... | Label: Capitalization |
f45c68bd-f99b-41e4-9046-f617d7bbbada | Clause:
This Amendment may be executed in identical counterpart copies, each of which shall be an original, but all of which shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by facsimile or electronic transmission shall be effective as delivery of a ... | Label: Counterparts |
bc1cf20d-db75-4bb1-a7f3-9141da45bdf6 | Clause:
Notwithstanding anything to the contrary in the paragraph entitled Term on page one (1) of the Third Amendment to Lease as hereby amended, Landlord and Tenant desire for the term of this lease to commence on January 1 and end on July 31, 2017 with July 31, 2017 to be the new Expiration Date of the Lease (“Expir... | Label: Terms |
a06c7ec1-e6d4-4f74-8655-0021d6f55375 | Clause:
All information relating to or concerning the Company or any of its Subsidiaries set forth in this Agreement and provided to the Buyer pursuant to Section 2(d) hereof and otherwise in connection with the transactions contemplated hereby is true and correct in all material respects and the Company has not omitte... | Label: Disclosures |
18ee7e5d-e247-4ba0-bd1c-eb31ecc0e54f | Clause:
This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of laws thereof or any other State. Any action brought by any party against any other party hereto concerning the transactions contemplated by this Agreement shall be ... | Label: Governing Laws |
abb768a4-6d49-4b06-b2c3-c59857913ae2 | Clause:
This Agreement may be modified, amended or supplemented at any time by additional written agreements signed by or on behalf of the Parties, as may mutually be determined by the Parties to be necessary, desirable or expedient to further the purpose of this Agreement or to clarify the intention of the Parties; pr... | Label: Amendments |
84de518e-b71c-4edf-8ba5-2fd739cd565e | Clause:
The Company shall pay Executive a base salary (the "Base Salary") at the annual rate of $556,200 (U.S.) payable at such times as the Company customarily pays its other senior level executives (but in any event no less often than monthly). The Base Salary shall be subject to all state, federal, and local payroll... | Label: Base Salary |
ef434411-6130-4fdf-b8ac-347a33182382 | Clause:
Except with respect to any Claims under any Environmental Laws which are addressed exclusively in Section 4 11 , there is no Claim pending or, to the knowledge of VTDC, threatened against VTDC, Valero Port Arthur or any of their Affiliates or relating to any of their respective assets which, if adversely determ... | Label: Compliance With Laws |
5275c285-f65f-4bf3-8832-e9aa97c6cd1c | Clause:
Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural person, GLBR, any Loan Party or any Loan Party’s Affiliates or Subsidiaries) (each, a “ Participant ”) in all or a portion of such Lender’s rights a... | Label: Participations |
ec5b52d1-7504-4e7b-986e-738a89a1e053 | Clause:
Grantee is responsible for the payment of any and all taxes that arise with respect to the Award. Grantee agrees to tender sufficient funds to satisfy any applicable taxes arising in connection with the vesting of the Restricted Stock Units under the Award.
Task: Classify this clause into ONE of these types (e... | Label: Taxes |
5df7ce57-3871-4233-9fbb-ebd4878faab6 | Clause:
This Subordination Agreement may be signed in any number of complete counterparts, each of which when so executed by all parties hereto shall be deemed to constitute one and the same agreement; but in making proof of this Subordination Agreement it will not be necessary to produce or account for more than one s... | Label: Counterparts |
c094a391-cd46-428f-ae0f-87eb24003bd1 | Clause:
Subject to Section 3(b), in the event that the Participant’s employment with the Company is terminated (including upon resignation by the Participant), any unvested RSUs shall be forfeited automatically and without further action.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustme... | Label: General |
7b162ec8-67a7-48b0-bc1a-53b13499cb3e | Clause:
Company may terminate this Agreement by giving two weeks prior written notice to Contractor. Company may terminate this Agreement immediately and without prior notice if Contractor refuses to or is unable to perform the Services, is in breach of any material provision of this Agreement, or Company is dissatisfi... | Label: Terminations |
851b10e0-ae74-44be-9ee7-0be95427ed23 | Clause:
The Company shall have the right to withhold from any amount payable hereunder any federal, state, and local taxes in order for the Company to satisfy any withholding tax obligation it may have under any applicable law or regulation.
Task: Classify this clause into ONE of these types (exactly one label):
Adjus... | Label: Withholdings |
91d49079-aac6-4a62-9769-b9184573bc72 | Clause:
This Agreement may not be amended or modified except in writing signed by both 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, Authorizations, Ba... | Label: Amendments |
d26a3731-e7c1-4bc6-b92f-35685e73537a | Clause:
No Receivable has been originated in, or is subject to the laws of, any jurisdiction under which the sale, transfer, assignment, setting over, conveyance or pledge of such Receivable would be unlawful, void, or voidable. Neither any Originator nor Regional Management has entered into any agreement with any Obli... | Label: Assignments |
150ae4a7-d0d3-4eb3-9188-4cfdd43359b0 | Clause:
This Second Amendment and Limited Waiver, and the terms and provisions hereof, the Credit Agreement and the other Loan Documents constitute the entire understanding and agreement between the parties hereto with respect to the subject matter hereof and supersede any and all prior or contemporaneous amendments or... | Label: Entire Agreements |
efeef1de-66db-4567-82fc-003b01558186 | Clause:
This Agreement, together with the Separation Agreement referenced herein (and any agreements survived thereunder), represents the entire agreement and understanding between the Company and you concerning the subject matter of this Agreement and your employment with the Company, and the termination of such relat... | Label: Entire Agreements |
9116bf0d-8b4e-45c5-a212-ec559f1f4f43 | Clause:
At the Closing, subject to the terms and conditions hereof, (a) Can-fite will deliver to the Company a certificate representing the irrevocable cancellation and waiver of the Indebtedness, in the form attached hereto as Exhibit A (the " Waiver ") in exchange for (b) a signed and executed share transfer deed evi... | Label: Payments |
65b90ff2-ce3e-4418-8871-c3bb87a766bf | Clause:
If any provision of this Agreement or the application of any such provision to any person, entity, or circumstance is held invalid, illegal, or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreeme... | Label: Severability |
f4701e95-85e4-499a-92b1-42872aa71388 | Clause:
Neither the Company nor any of its related entities (i) is required to register as a “broker” or “dealer” in accordance with the provisions of the Exchange Act or (ii) directly or indirectly through one or more intermediaries, controls or is a “person associated with a member” or “associated person of a member”... | Label: Brokers |
4ca4d6fd-f984-4ffe-9af4-98c1b7657a34 | Clause:
The Loan Amount shall bear interest (“Interest”) at an annual rate of 3% (three percent) (calculated on the basis of the actual number of days elapsed and a 360 (three hundred and sixty) day year).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti... | Label: Interests |
8110c7b4-f893-47e0-a25b-31b2e91a4fb9 | Clause:
LBIO will maintain, at all times during the Term and for five (5) years thereafter, a products liability insurance policy (the “ Insurance Policy ”), with a per occurrence limit of at least two million dollars ($2,000,000) and an aggregate limit of at least five million dollars ($5,000,000). Likewise, Company w... | Label: Insurances |
db754f98-9c8d-447a-bef2-d94117cb85da | Clause:
This Agreement, the Share Exchange Agreement and the other Ancillary Documents contain the entire agreement between the Seller and the Covered Parties concerning the subject matter hereof. Notwithstanding the foregoing, the rights and remedies of the Covered Parties under this Agreement are not exclusive of or ... | Label: Integration |
a2ef02d1-401e-4ee1-95dc-1ad4adc0cd5e | Clause:
By accepting the Restricted Stock Units, Awardee understands and agrees that any modification of the Plan or the Award Agreement or its termination shall not constitute a change or impairment of the terms and conditions of employment.
Task: Classify this clause into ONE of these types (exactly one label):
Adju... | Label: Modifications |
903d7ce3-f71c-4298-b6e0-51fe8164159e | Clause:
The Parent and the Bank each hereby employ Executive, and Executive hereby accepts such employment, under the terms and conditions set forth herein.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arb... | Label: Employment |
0b1a6b28-ef3a-4669-84fc-3ce4372dbad3 | Clause:
After giving effect to the Transactions, Ashland is, individually and together with its Subsidiaries on a consolidated basis, Solvent.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assi... | Label: Solvency |
c4ff6ae3-f929-4110-b90e-a07eea1df6bc | Clause:
The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party, and the consummation of the Transactions, are within such Loan Party’s corporate or other powers, have been duly authorized by all necessary corporate or other organizational action, except on the C... | Label: Authorizations |
ebaa64e5-d656-4981-ab9e-a0a295c1fc13 | Clause:
All representations, warranties, and agreements of the Company and the Investor herein shall survive delivery of, and payment for, the Investor Shares purchased hereunder.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicab... | Label: Survival |
3668d408-cdf0-44f4-a7a9-966eeb33542e | Clause:
If any provision of this Agreement is held to be unenforceable, this Agreement shall be considered divisible and such provision shall be deemed inoperative to the extent it is deemed unenforceable, and in all other respects this Agreement shall remain in full force and effect; provided , however , that if any p... | Label: Severability |
9940b04d-dd7a-4c4b-b55c-3a13c6e8dc26 | Clause:
Any notices or other communications required or allowed to be made or given to the Company under the terms of this Agreement shall be addressed to the Company in care of its President at its offices at 2800 Rockcreek Parkway, North Kansas City, Missouri 64117, and any notice to be given to Participant shall be ... | Label: Notices |
dd685e7e-bf23-467f-a6a5-fccb1245558f | Clause:
If Employee’s employment is terminated due to his death, this Agreement shall terminate and the Company shall have no obligations to Employee or his estate, beneficiaries or legal representatives with respect to this Agreement other than payment of the Accrued Amounts, if any. Accrued Amounts, if any, shall be ... | Label: Death |
5b75a362-9c6a-49f8-ab73-677a9487924b | Clause:
Beginning immediately following the Separation Date and continuing until September 30, 2019 (the “ Consulting Term ”), Executive shall serve as a special consultant (“ Consultant ”) to the Company, and will report to and perform duties assigned by the Company’s Chief Executive Officer (the “ CEO ”) or his or he... | Label: Terms |
1e8b3b00-7a6c-41d5-a012-4120a35f8c64 | Clause:
The Employer hereby employs the Employee, and the Employee hereby accepts his continued employment by the Employer, subject to and upon the terms and conditions set forth herein. The Employee shall be an “at-will” employee, subject to the terms and provisions of this Agreement.
Task: Classify this clause into ... | Label: Employment |
80b1e947-48ab-468d-b5b7-bd422158fed9 | Clause:
Upon the execution and delivery by AutoMD of this Agreement and the other agreements contemplated hereby, this Agreement and the other agreements contemplated hereby will constitute the legal, valid, and binding obligations of AutoMD. AutoMD has the right, power, and authority to execute and deliver this Agreem... | Label: Authority |
c91672f0-aa70-4f2a-875a-d9cc4683b201 | Clause:
Assuming all Consents and other actions described in Section 4.3 have been obtained or made and any applicable waiting period under the HSR Act has expired or been terminated and, except as may result from any facts or circumstances relating solely to Seller or its Affiliates, the execution, delivery, and perfo... | Label: No Conflicts |
27115cf4-2e1c-4661-b248-481431e6aadb | Clause:
This Agreement may be executed in multiple counterparts (including by means of telecopied signature pages or electronic transmission in portable document format (pdf)), each of which shall be deemed an original but all of which together will constitute one and the same instrument.
Task: Classify this clause in... | Label: Counterparts |
eb2b0f6b-915d-44bb-bbcc-91cf7cd265a5 | Clause:
The terms of Sections 4 through 14 will survive the termination or expiration of this Agreement for any reason.
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: Survival |
c4a5ebd5-6c21-448c-b037-df9193c25ba3 | Clause:
No omission or failure of the Bank to exercise and no delay in exercising by the Bank of any right, power, or privilege hereunder, shall impair such right, power, or privilege, shall operate as a waiver thereof or be construed to be a waiver thereof; nor shall any single or partial exercise of any right, power,... | Label: No Waivers |
e0eef284-ee6d-4966-849c-a3e564852d29 | Clause:
(a) The Loans comprising each ABR Borrowing (including each Swingline Loan) shall bear interest at a rate per annum equal to the Alternate Base Rate plus the Applicable Rate.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Appli... | Label: Interests |
b9cd68e6-7717-4482-b563-00be49d2c2cb | Clause:
EACH OF THE UNDERSIGNED HEREBY EXPRESSLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS (a) UNDER THIS GUARANTY OR UNDER ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION HEREWITH, OR (b) ARISING FROM... | Label: Waiver Of Jury Trials |
4699c548-e72d-4652-8361-eb05c08a4e5b | Clause:
Subject to Section 14(a), the Manager may assign the agreement in its entirety or delegate certain of its duties under the Agreement to any of its Affiliates without the approval of the Independent Directors; provided that any such assignment or delegation does not require the approval of the Independent Direct... | Label: Assignments |
cfddc45a-1814-46ea-b44e-e15d40b4b8f1 | Clause:
Notwithstanding anything herein to the contrary, to the extent that any Purchaser has executed or is otherwise bound by a confidentiality agreement in favor of the Partnership, such Purchaser shall continue to be bound by such confidentiality agreement in accordance with the terms thereof.
Task: Classify this ... | Label: Confidentiality |
205262a9-4d3e-4798-aeed-fce786a2e347 | Clause:
The rights and obligations of Company under this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, heirs (in the case of Executive) and assigns. No rights or obligations of Company under this Agreement may be assigned or transferred by Company, excep... | Label: Assignments |
78245708-bb9f-4cc6-ac16-499e95f8be09 | Clause:
Each Borrower will comply, and cause each Subsidiary to comply, with the requirements of all applicable Laws and Material Contracts, except to the extent that failure to so comply would not reasonably be expected to (a) have a Material Adverse Effect, (b) result in any Lien upon either (i) a material portion of... | Label: Compliance With Laws |
f82f4d29-6cae-4048-81aa-a0e02f57b7a2 | Clause:
You agree you will not defame or disparage the reputation, character, image, products or services of the Company, or the reputation or character of the Company’s directors, officers, employees or agents. The Company will direct its officers and directors not to defame or disparage your reputation or character. ... | Label: Non-Disparagement |
1041a6d5-391c-4ed9-be36-4c0cddea6cbc | Clause:
The Titling Trustee hereby reaffirms, as of the Cutoff Date, the representations, warranties and covenants set forth in Section 5.12 of the Titling Trust Agreement, on which the Grantor and UTI Beneficiary, each of its permitted assignees, and each Holder or Related Beneficiary of a 2017-A SUBI Certificate (an... | Label: Representations |
76a76383-8155-45b4-b2f2-0c8415f9d426 | Clause:
If the Plan Sponsor has elected to accelerate vesting upon the occurrence of a Disability in accordance with Section 7.01(c) of the Adoption Agreement and/or to permit distributions upon Disability in accordance with Section 6.01(b) or Section 6.01(d) of the Adoption Agreement, the determination of whether a Pa... | Label: Disability |
43bb35fc-aeef-4d01-97fb-7e750780359c | 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 $[___] of Shar... | Label: Closings |
1fb2e4d5-bb46-4129-b292-bc8ce0e45150 | Clause:
Except as specifically set forth herein, this Agreement contains the entire agreement and understanding between the parties hereto and supersedes any prior or contemporaneous written or oral agreements, representations and warranties between them respecting the subject matter hereof.
Task: Classify this clause... | Label: Entire Agreements |
d3d52b2c-c6e1-4fac-a89d-e210f1bc2ffe | Clause:
(a) In consideration of Assignee’s payment of $[_______] to (or at the direction of) Assignor, which amount equals the aggregate outstanding principal of the assigned Loans owing to Assignor as of the date hereof under the Agreement (the “ Assignment Price ”), Assignor hereby sells and assigns to Assi... | Label: Assignments |
9f98fbb9-96f8-41fe-a70d-64ab146f1047 | Clause:
(a) The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party have been duly authorized by all necessary corporate or other organizational action. (b) Neither the execution, delivery and performance by each Loan Party of each Loan Document to which such P... | Label: Authorizations |
84fe1fee-31e6-46ba-8007-bc3987454338 | Clause:
A copy of the Original Financial Statements of each Borrower, HoldCo, and the Guarantor.
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, B... | Label: Financial Statements |
db18bf85-9ce7-4072-bc17-5280736fda77 | Clause:
This Agreement and the documents referred to herein constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all other prior agreements and understandings, both written and oral, between the parties with respect to such subject matter; provided, however, that thi... | Label: Entire Agreements |
cf846a30-2c1e-4693-ad4e-85594e1a23c0 | Clause:
In the event one or more of the provisions of this Amendment should, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Amendment, and this Amendment shall be construed as if such invalid, ... | Label: Severability |
47acca4a-5691-4f6b-86f7-772eb1b72daf | Clause:
Subject to the terms and conditions of this Agreement, the Purchaser agrees to purchase at the Closing and the Company agrees to sell and issue to the Purchaser at the Closing (i) that number of shares of common stock of the Company, par value $0.001 per share (the “ Common Stock ”), set forth on the signature ... | Label: Sales |
d9727a01-6751-4ee7-a508-6da5bf4b3f8b | Clause:
Customer shall promptly pay, indemnify and hold CMC harmless from all sales, use, gross receipts, GST, value-added, personal property or other tax or levy (including interest and penalties) imposed on the services and deliverables which have been or will be provided under any agreements, other than taxes on the... | Label: Taxes |
66714401-0c5a-4f28-b026-b87b379f8449 | Clause:
The Company shall keep or cause to be kept at the principal office of the Company appropriate books and records with respect to the Company’s business. The books of the Company shall be maintained, for financial reporting purposes, on an accrual basis in accordance with generally accepted accounting principles ... | Label: Records |
76d1ea5d-9d78-4b59-8b8f-cbe6824a8f03 | Clause:
This Agreement supersedes all prior agreements, whether written or oral, between the parties hereto with respect to its subject matter and constitutes, along with the Reorganization Agreement, a complete and exclusive statement of the terms of the agreement between the parties with respect to the subject matter... | Label: Entire Agreements |
d3d6e81f-88a4-4988-895d-4c5c128c3736 | Clause:
This Agreement may be signed in one or more counterparts.
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 E... | Label: Counterparts |
d926282c-f276-4bc8-9e1a-031bbc8d2d9b | Clause:
Plan Benefits shall be fully vested at all times; provided, however, that, if a Participant engages in Misconduct the Committee (or its delegate) may determine that any balance in the Participant’s Account attributable to allocations to the ESIP-RP on or after June 29, 2005 and the date of the Participant’s Mis... | Label: Forfeitures |
667d29ca-3491-4f73-b51a-89ad5f5335c2 | Clause:
Except as expressly set forth herein, this Term A Loan Refinancing Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders or the Agents under the Credit Agreement or any other Loan Document, and shall not alter, modify, am... | Label: No Waivers |
c2877a8a-ce32-4720-b741-e42ca747f8d1 | Clause:
This Loan Agreement constitutes the entire agreement between Agent, Lenders and Borrower with regard to the subject matter hereof, and supersedes all prior and contemporaneous communications, agreements and assurances, whether verbal or written. This Loan Agreement may be executed in two or more counterparts, e... | Label: Counterparts |
855e6f3d-ebdf-4da8-8bea-78e9f21c22c5 | Clause:
This Agreement shall inure to the benefit of and be binding upon the successors of the Placement Agent and of the Company (including any party that acquires the Company or all or substantially all of its assets or merges with the Company). Nothing expressed or mentioned in this Agreement is intended or shall be... | Label: Successors |
43f14ec5-96ea-458b-a71d-ea844d6b25bc | Clause:
Executive acknowledges that he is knowingly and voluntarily waiving and releasing any rights he may have under the ADEA, and that the consideration given to him for the waiver and release in this Agreement is in addition to anything of value to which he was already entitled. Executive further acknowledges that ... | Label: Effective Dates |
0b97a30e-b32b-4e0b-b64d-3ad36c319290 | Clause:
The Reporting Company shall have paid or caused to be paid, or shall substantially simultaneously pay or cause to be paid, in full (i) all fees and other amounts due and payable by the Reporting Company or any other Loan Party to the Lead Left Arranger, the Administrative Agent and the Lenders under the Loan Do... | Label: Fees |
3e5442e6-db19-4084-b6d9-b76d69503c62 | Clause:
The execution, delivery and performance by such Investor of this Agreement and the consummation by such Investor of the transactions contemplated hereby will not (i) result in a violation of the organizational documents of such Investor or (ii) conflict with, or constitute a default (or an event which with noti... | Label: No Conflicts |
cb8d101d-1949-4c5d-99b9-ba915c2f2b58 | Clause:
PLS is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of Delaware. PLS, as Servicer, is duly qualified to do business and is in good standing (or is exempt from such requirements) and has obtained all necessary licenses and approvals in each juris... | Label: Organizations |
7d2a146a-bb3b-4d72-8c0a-9d0dcf3dd69c | Clause:
For a one (1)-year period following the Closing, Buyer shall provide, or shall cause to be provided, compensation (including salary, cash bonus, commissions and other incentives) and benefits to each Continuing Employee that are substantially comparable, in the aggregate, to the compensation and benefits provid... | Label: Benefits |
24df59a8-4fbb-4e31-b9fb-8989c1984ef2 | Clause:
Except to the extent, if any, prohibited by law, the Company shall indemnify Executive against expenses, judgments, fines, and amounts paid in settlement actually and reasonably incurred by Executive in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, adm... | Label: Indemnifications |
f87705e2-4bb4-4278-b167-aee5a2c1ad58 | Clause:
To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Borrower shall hand deliver or fax (or transmit through Electronic System, if arrangements for doing so have been approved by the Issuing Bank) to the Issuing Bank and the Administrativ... | Label: Amendments |
109ffc15-b046-46bc-b27b-7a3826a62205 | Clause:
Executive shall be the Company’s Senior Vice President and Chief Financial Officer.
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: Positions |
f374a4d9-127f-4eb9-ab4b-c56a29ccab0e | Clause:
The Subscriber agrees that, notwithstanding the place where this Agreement may be executed by any of the parties hereto, all the terms and provisions hereof shall be construed in accordance with and governed by the laws of the State of Delaware, without regard to principles of conflicts of laws. The Subscriber ... | Label: Governing Laws |
2ef5429a-be4c-44ed-82e8-ee1b714eaee8 | Clause:
This Agreement and all of the other Facility Documents executed and delivered by Seller Parties and Guarantor in connection herewith are legal, valid and binding obligations of such Seller Parties and Guarantor and are enforceable against such Seller Parties and Guarantor in accordance with their terms except a... | Label: Enforceability |
8ddd53ca-aabe-4bfb-9fd5-28b7cc387231 | Clause:
This Third Amendment sets forth the entire agreement between the parties with respect to the matters set forth herein. There have been no additional oral or written representations or agreements. Except as modified in this Third Amendment, all terms and conditions of the Agreement shall remain in full force and... | Label: Entire Agreements |
7ab1e930-4412-44f4-9ec7-91a91bb491f9 | Clause:
The Company has filed all reports, schedules, forms, statements and other documents required to be filed by it 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 required by l... | Label: Financial Statements |
3c7cc377-c6d4-468e-8c40-0a55447fee1e | Clause:
The Company (or any affiliate thereof) shall withhold from the Retention Bonus all federal, state, city or other taxes as the Company (or any affiliate thereof) is required to withhold pursuant to any applicable law, regulation or ruling. Notwithstanding any other provision of the Letter Agreement or this Relea... | Label: Taxes |
f25c616a-1078-4c6f-bb4c-d6ba12231d20 | Clause:
This Agreement may be executed in two or more counterparts and by different parties on separate counterparts, each of which shall be an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement electronically or by... | Label: Counterparts |
1b034ff1-0949-4030-82d0-e18d1181be43 | Clause:
The Contract, as amended by this Second Amendment, constitutes the entire agreement of the parties with respect to the subject matter thereof and fully supersedes any and all prior or contemporaneous written or oral agreements and understandings between the parties pertaining to such subject matter.
Task: Clas... | Label: Entire Agreements |
ced780d3-c705-4d82-8363-67259eada2df | Clause:
As of the date of this Agreement, the authorized capital stock of MSPC and the shares thereof currently issued and outstanding are as set forth in the SEC Documents (as that term is hereinafter defined). No securities of MSPC are entitled to preemptive rights or registration rights and there are no outstanding ... | Label: Capitalization |
26dd5d1f-96fd-4517-b7d3-431f6efa91b9 | Clause:
On the Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Investor agrees to purchase $354,545.45 aggregate principal amount of New Notes at a purchase price in cash equal to $325,000 (the “ Purchase Price ”). The Company shall deliver to the Investo... | Label: Closings |
40a8277f-dcea-4f09-9ba1-cb786f2d82cf | Clause:
Neither Executive, nor anyone subject to his direction or control, will make any negative, derogatory or disparaging statements, publications or comments, regarding his employment with the Company or the business reputation or business practices of the Company and/or the Released Parties to any person or entity... | Label: Non-Disparagement |
6ad9dd3a-611d-420b-bf05-0da77c8a8334 | Clause:
As a condition of employment, the Executive agrees to continue to abide by the Employee Confidentiality, Non-Competition and Proprietary Information Agreement (“ Confidentiality Agreement ”), which the Executive executed and which may be amended by the parties from time to time without regard to this Agreement.... | Label: Confidentiality |
e487a760-7381-4f6a-8a87-cc9871e85529 | Clause:
All payments to be made by the Borrower shall be made free and clear of and without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent and the respective Lend... | Label: General |
15fda060-2776-4afa-a871-9aec33731243 | Clause:
The execution and delivery by the FVE Parties of the Transaction Documents and the consummation of the transactions contemplated by the Transaction Documents have been duly authorized by all necessary trust, corporate or limited liability company, as applicable, action on the part of the FVE Parties. Each of th... | Label: Authorizations |
9aecf027-e5d0-48ba-b84c-ab6bf8e7dc6c | Clause:
The Company and any subsidiary is authorized to withhold from any Award granted or to be settled, any delivery of Shares in connection with an Award, any other payment relating to an Award, or any payroll or other payment to a Participant amounts of withholding and other taxes due or potentially payable in conn... | Label: Taxes |
39fb5d37-3634-4c12-9369-5454817a68ed | Clause:
This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Amendment shall become effective when each party hereto shall have received a counterpart hereof signed by the other pa... | Label: Miscellaneous |
48064923-df22-41fd-a00f-215006178b66 | Clause:
While you are employed by the Company, you shall serve as Chief Financial Officer for the Company. In that capacity, you will shall report to the Chief Executive Officer of the Company (your “ Manager ”), and perform such duties as the Manager may direct from time to time. You shall be obligated to work full ti... | Label: Positions |
3542bd16-fde8-440e-85b0-5d3ba5222295 | Clause:
All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (rece... | Label: Notices |
33ea9cb3-7eb0-437b-a649-2736a9e5678e | Clause:
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, THE LAWS OF WHICH THE COMPANY HEREBY EXPRESSLY ELECTS TO APPLY TO THIS AGREEMENT, WITHOUT GIVING EFFECT TO PROVISIONS FOR CHOICE OF LAW THEREUNDER. THE COMPANY AGREES THAT ANY ACTION OR PROCEE... | Label: Applicable Laws |
97fd4850-13be-4dca-89be-d799e9c868e0 | Clause:
In case any one or more Events of Default shall have occurred and be continuing, and whether or not the Lenders shall have accelerated the maturity of the Loans pursuant to §12.1, the Agent, on behalf of the Lenders may, and upon the direction of the Required Lenders, shall proceed to protect and enforce their ... | Label: Remedies |
52ea0be9-4574-4409-868d-ecfd2d47dc5f | Clause:
The net proceeds received by the Company hereunder shall be used to manufacture drugs, finish the Phase 1 trial, manufacture for the Phase 2a trial, IP costs, sponsored research at MD Anderson and general corporate purposes. The Company may not use funds received by the Company at any time to lend money, give c... | Label: Use Of Proceeds |
1bdfc320-3905-4d7a-97f8-07bd3ccf9fc6 | Clause:
All covenants, agreements, representations and warranties made by the Credit Parties herein and in the certificates or other instruments delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delive... | Label: Survival |
e1291261-3bc3-463b-9670-58e18561086f | Clause:
Seller hereby agrees to indemnify, defend and hold Buyer free and harmless from and against any and all claims for any real estate brokerage commission or finder’s commission or fee owed by Seller to any broker, agent, finder or third party retained by Seller. Buyer hereby agrees to indemnify, defend and hold S... | Label: Brokers |
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