id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
19462979-89ce-49d0-9f3f-d0c73c5106fe | Clause:
The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption (except as otherwise provided in Section 2.21(b)), together with a processing and recordation fee of $3,500; provided that the Administrative Agent may, in its sole discretion, elect to waive such f... | Label: Assignments |
19ac8171-1c90-411f-88ac-4da853f88fcd | Clause:
Directly or indirectly, create, incur, assume or suffer to exist any Lien (except Permitted Liens) on any asset or property of the Parent Borrower or any Restricted Subsidiary, or any income or profits therefrom, or assign or convey any right to receive income therefrom.
Task: Classify this clause into ONE of ... | Label: Liens |
9c630f02-fc20-41dc-869b-7af7c53f09f7 | Clause:
During the Term, Executive shall be paid a base salary (“Base Salary”) of $19,500 per month (or $234,000 on an annualized basis), subject to applicable withholding, in accordance with the Company’s normal payroll procedures. Executive’s Base Salary shall be reviewed on an annual basis for possible increase (but... | Label: Base Salary |
56cd3273-5176-47ac-828e-f8ae376b5839 | Clause:
Notwithstanding anything to the contrary contained herein or in any other Loan Document, the Administrative Agent and/or Collateral Agent shall take any action reasonably requested by the Borrower having the effect of evidencing the release of any Collateral or guarantee obligations under the circumstances prov... | Label: Liens |
801c0769-5ba7-4a7a-b6f8-8d07c911ea83 | Clause:
Except as otherwise defined herein or as the context may otherwise require, capitalized terms used but not otherwise defined herein are defined in Appendix A to the Sale and Servicing Agreement dated as of the date hereof (as from time to time amended, supplemented or otherwise modified and in effect, the “ Sa... | Label: Definitions |
ad12838b-0a2b-4dee-b420-553b683e0170 | Clause:
Except as otherwise expressly set forth in this Agreement, each Party shall bear its respective expenses incurred in connection with the preparation, execution and performance of any Transaction Agreement and the transactions contemplated thereby, including all fees and expenses of its representatives; provided... | Label: Expenses |
903b1086-348b-4485-8e37-94b294b93f9e | Clause:
Subject to the terms and conditions set forth herein, the Borrower may request the issuance of letters of credit for its own account or the account of one of its Subsidiaries, in a form reasonably acceptable to the Borrower and the Administrative Agent and the applicable Issuing Bank, at any time and from time ... | Label: General |
dcb0f8b0-1981-4b0c-88f3-d1ce52b2f2a0 | Clause:
The Consultant hereby assigns to Company the entire right, title and interest for the entire world in and to all work performed, writings, formulas, designs, models, drawings, photographs, design inventions, other inventions and any information (the “ Work Product ”) developed, made, conceived or reduced to pra... | Label: Titles |
3665f8cc-3398-4c63-b40d-77eefc854fcc | Clause:
Whenever notice is required to be given under this Warrant, unless otherwise provided herein, such notice shall be given in accordance with Section 9(f) of the Securities Purchase Agreement. The Company shall provide the Holder with prompt written notice of all actions taken pursuant to this Warrant (other than... | Label: Notices |
68eb6206-053d-45e0-a2ea-b3f03b4ed49c | Clause:
This Waiver and Consent shall be construed in accordance with and governed by the law of the State of New York.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Autho... | Label: Governing Laws |
c182b9ac-f1d6-4123-82ea-53499fa34d87 | Clause:
There is no Action which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the issuance of the Shares or (ii) except as disclosed in the SEC Reports, is reasonably likely to have a Material Adverse Effect, individually or in the aggregate, if the... | Label: Litigations |
e9cada9d-89b6-42a3-aa59-72e6e73c8455 | Clause:
This Agreement shall take effect at the Effective Time and shall continue in effect the expiration of the last to expire license granted under Section 2.01, unless sooner terminated in accordance with the terms of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustmen... | Label: Terms |
36090a42-d0b4-4c91-900f-4b7336fa8a82 | Clause:
Each of the Borrower and its Subsidiaries 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, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which ... | Label: Taxes |
333d8cbe-c884-44ce-a25c-7f9b3de7117f | Clause:
The representations and warranties of the Shareholders and the Company contained in this Agreement shall be true in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date. The Shareholders and the Company shall have performed and complied... | Label: Representations |
90cb370a-3e37-4422-ba14-be7ac2b68814 | Clause:
The Company proposes to issue and sell through or to the Managers, as sales agents and/or principals, up to $10,000,000 of shares (the " Shares ") of the Company's common stock, $0.0001 par value per share (" Common Shares "), from time to time during the term of this Agreement and on the terms set forth herein... | Label: Sales |
7b5579b5-52be-40e9-861d-a45e015e0f81 | Clause:
Benefitfocus hereby agrees to employ the Associate in the capacity of Chief Financial Officer , upon the terms and conditions set out herein, and the Associate accepts such employment.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption L... | Label: Employment |
204b4f0b-81b9-4c37-bebf-56b0c2159e5e | Clause:
Each Credit Party and its Subsidiaries owns or is validly licensed to use all Intellectual Property that is necessary for the present conduct of its business, free and clear of Liens (other than Permitted Liens), without conflict with the rights of any other Person unless the failure to own or benefit from such... | Label: Intellectual Property |
f12fd89f-5e88-43ab-b5d1-086735ed9ab6 | Clause:
Purchaser is a partnership organized, validly existing and in good standing under the laws of the jurisdiction of its organization.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignm... | Label: Organizations |
97e19219-fbd2-4a19-9bfb-5ba226a82404 | Clause:
Hold all right, title and interest in each Pool Receivable in respect of each Receivable Pool, except to the extent that any such right, title or interest has been transferred or granted to the Collateral Agent (on behalf of Purchasers).
Task: Classify this clause into ONE of these types (exactly one label):
A... | Label: Titles |
b413aac5-37a9-49d6-987e-23d33e39d264 | Clause:
Executive understands and agrees that if Executive breaches any term of this Agreement, including, without limitation, any obligation under Sections 8 or 9 of this Agreement, Executive shall be subject, upon petition to any court of competent jurisdiction, to any remedy available to the Company at law or in equ... | Label: Remedies |
7e131e13-2462-4f02-9527-c609bbb65b7b | Clause:
The Company shall file a Current Report on Form 8-K, including this Agreement, the form of Notes and form of Warrants as exhibits thereto, with the Commission within the time required by the Exchange Act .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendmen... | Label: Publicity |
8e5c21ff-ef45-4250-97b4-208472300f46 | Clause:
This Agreement (along with the Exchange Agreement) constitutes the entire agreement of the parties with respect to its subject matter, supersedes all prior or contemporaneous oral or written agreements or discussions with respect to such subject matter, and shall be binding upon and inure to the benefit of the ... | Label: Binding Effects |
b4c8277a-872e-4f36-a8d5-499f935c9c15 | Clause:
The Corporation shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of its business and/or assets to assume expressly and agree to perform this Plan and the Agreements in the same manner and to the same extent that the Corporation... | Label: Successors |
2cb57150-0ca3-4adb-ba90-491fd8468c97 | Clause:
Anything to the contrary notwithstanding, all payments required to be made by the Corporation to Executive shall be subject to the withholding of such amounts relating to taxes as the Corporation may reasonably determine it should withhold pursuant to any applicable law or regulation.
Task: Classify this claus... | Label: Withholdings |
0bf6b169-4d79-4d3d-92fe-421160887819 | Clause:
The Plan shall become effective on the date the Plan is approved by the Company’s shareholders (the “ Effective Date ”). No Awards shall be granted under the Plan after the expiration of 10 years from the Effective Date, but Awards previously granted may extend beyond that date.
Task: Classify this clause int... | Label: Effective Dates |
365ade11-5d09-46ac-86c9-ca4ff4d9c579 | Clause:
On demand by Lender, Borrower will do any act and execute any additional reasonable documents reasonably required by Lender to secure the Loan, to confirm or perfect the lien of the Mortgage and the other Loan Documents, including, but not limited to, additional financing statements or continuation statements, ... | Label: Further Assurances |
8d1be099-2f89-4b99-9737-4a0aca89cd98 | Clause:
All communications, notices and consents provided for herein shall be in writing and be given in person or by means of facsimile (with request for assurance of receipt in a manner typical with respect to communications of that type and confirmation by mail), by overnight courier or by registered or certified ma... | Label: Notices |
b8af5101-3223-4f1c-a0be-b61ab62aa744 | Clause:
You agree that during your employment with the Company and for one year after your employment with the Company terminates for any reason, you will give the Company ten (10) business days’ written notice of your intention to Provide Services to any other Person that engages in or is preparing to engage in the Bu... | Label: Notices |
e65b77b2-6c05-4e6f-82ee-a1ad3cbe480c | Clause:
Promptly upon request by the Administrative Agent, or any Lender through the Administrative Agent, (a) correct any material defect or error that may be discovered in any Loan Document or in the execution, acknowledgment, filing or recordation thereof and (b) do, execute, acknowledge, deliver, record, re-record,... | Label: Further Assurances |
10875574-3456-487c-ae03-a27ee52b88b1 | Clause:
To Seller’s Knowledge, Seller has provided (or upon the execution hereof will provide) Buyer with, or has made available to Buyer, true, correct and complete copies of the items scheduled in Schedule 6(a)(3) attached hereto (all of the foregoing collectively the “ Property Information ” ). The Property Informat... | Label: Records |
c2b2ab14-f4ad-43f4-b30f-a3e78509ce7e | Clause:
This Agreement shall terminate upon the earlier to occur of (a) such time as SV3 and its Affiliates Beneficially Own less than (i) [_______] 5 of the outstanding Ordinary Shares and (ii) one percent (1%) of the outstanding Ordinary Shares, or (b) the delivery of written notice to the Company by SV3, requesting ... | Label: Terminations |
131d7899-7e5d-42dc-9c4a-dd8a6339627e | Clause:
This letter and the rights and obligations of the parties hereunder will be construed in accordance with and governed by the law of The Commonwealth of Massachusetts, without giving effect to the conflict of law principles thereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustm... | Label: Governing Laws |
0857d6cd-df9a-4f94-844f-e42c667529db | Clause:
No waiver or course of dealing shall be established by (a) the failure or delay of Agent or any Lender to require strict performance by Borrowers with any terms of the Loan Documents, or to exercise any rights or remedies with respect to Collateral or otherwise; (b) the making of any Loan or issuance of any Let... | Label: Waivers |
8e0b6cd6-2c60-41cb-b7f4-62eb9154b189 | Clause:
The Borrower has, and has caused all of the Subsidiaries to have insurance as required under Section 5.02.
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: Insurances |
2c5ab25d-c35d-4221-b2f3-9ec842f34cf0 | Clause:
The Must-Take 1 Space shall become part of the Premises for all purposes hereunder on the Must-Take 1 Lease Commencement Date, and, except as otherwise provided in this Section 1.5 , shall be subject to every term and condition of this Lease. Notwithstanding the foregoing, Tenant’s obligation to pay Base Rent a... | Label: Terms |
6960bee7-dd3c-437f-924c-988369365b18 | Clause:
The execution, delivery and performance of this Fifth Amendment shall not operate as a waiver of any right, power or remedy of the Credit Agent or the Lenders under the Credit Agreement or any other Loan Document, or constitute a waiver of any provision thereof. Except as expressly modified hereby, all terms, ... | Label: No Waivers |
962384f7-a710-4696-b50f-178a6453bb6a | Clause:
Except as otherwise expressly provided herein, this Agreement, any agreement for the provision of TPA Services or TSA Broker-Dealer Services, and the other Transaction Documents constitute the entire agreement of the Parties with respect to the subject matter of this Agreement and supersede all prior agreements... | Label: Entire Agreements |
22815eda-d291-4580-9b92-a0fd798d81be | Clause:
This Agreement and the rights, remedies and obligations contained in any provision hereof, may be modified or waived only in accordance with this Section 18. No waiver by either party of any breach by the other or any provision hereof shall be deemed to be a waiver of any later or other breach thereof or as a w... | Label: Modifications |
09c88bdd-a087-41f4-8287-63b77746fb6d | Clause:
This Agreement constitutes the entire understanding and agreement between Plaintiffs, on the one hand, and Defendants, on the other hand, with respect to the subject matter of this Agreement and, as such, supersedes any prior understandings, agreements, representations, warranties, promises or covenants between... | Label: Entire Agreements |
ac1783cb-d14b-4481-9d9b-eadc38bacde1 | Clause:
No modification of this contract shall be binding upon the parties hereto, unless such is in writing and duly signed by the respective parties hereto. This Agreement shall take effect when signed by both parties.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, ... | Label: Modifications |
c7124785-0e2c-4c85-9b92-bfc8ce902588 | Clause:
The parties agree to the provisions set forth on Exhibit B, which are incorporated herein.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations,... | Label: Releases |
a676fc86-64b1-4655-9960-7f21a7e684c7 | Clause:
The unpaid principal amount of the Revolving Advances shall bear interest prior to maturity at a varying rate per annum equal from day to day to the lesser of (a) the Maximum Rate or (b) the Adjusted LIBOR Rate, and each change in the rate of interest charged on the Revolving Advances shall become effect... | Label: Interests |
f2f67f60-fc68-40ca-86eb-93c8f2c4e0fb | Clause:
The fees and expenses set forth in the Amended and Restated Engagement Letter dated as of April 6, 2017, among Holdings, the U.S. Borrower and the Amendment No. 1 Lead Arrangers, and the Fee Letter referred to therein that are required to be paid on or prior to the Amendment No. 1 Effective Date shall have been... | Label: Fees |
f2d63e47-824b-4d8e-ad6c-c69a970aab5c | Clause:
This Option Agreement shall be governed by the applicable Code provisions to the maximum extent possible. Otherwise, the laws of the State of Delaware (without reference to the principles of conflict of laws) shall govern the operation of, and the rights of the Optionee under, the Plan and Options granted there... | Label: Governing Laws |
25cf41e2-aa03-478e-baa5-f9aa4066e873 | Clause:
This Agreement and the Release constitute the entire understanding and agreement of the parties hereto regarding the termination of your employment. This Agreement supersedes all prior negotiations, discussions, correspondence, communications, understandings and agreements between the parties relating to the su... | Label: Entire Agreements |
3004559b-c6b2-4857-b5b0-d6994b1dface | Clause:
There are no actions, suits, or proceedings pending or, to the best of the Purchaser’s knowledge, threatened, which could in any manner restrain or prevent the Purchaser from effectually and legally exchanging the Securities pursuant to the terms and provisions of this Agreement.
Task: Classify this clause int... | Label: Litigations |
6572423b-42d4-4737-bf46-fe9d2d8e50dd | Clause:
The Committee shall have all such powers as may be necessary to discharge its duties hereunder, including, but not by way of limitation, the power to construe or interpret the Plan, to determine all questions of eligibility hereunder, to adopt rules relating to coverage, and to perform such other duties as may ... | Label: Powers |
b534d4e0-9ce2-45d7-8eb0-575402bc0d5d | Clause:
If any of the provisions of this Agreement or the application thereof to any party under any circumstances is adjudicated to be invalid or unenforceable, such invalidity or unenforceability shall not affect any other provision of this Agreement or the application thereof.
Task: Classify this clause into ONE of... | Label: Severability |
9d8e267b-4a4c-4482-8b46-f4590ab98e7c | Clause:
The Executive shall be entitled to no less than twenty (20) days of vacation on an annual basis during the Term with additional paid vacation time being accrued in accordance with the Company’s vacation policy. Per the Company’s vacation policy, the Executive’s vacation does not carry over year over year.
Tas... | Label: Vacations |
78694486-9257-4f82-bb12-dfc8ae52ae77 | Clause:
The provisions in paragraphs 8 through 10, 13 through 22, and 25 inclusive, of this Agreement shall survive termination of Executive's employment, regardless of who causes the termination and under what circumstances.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreemen... | Label: Survival |
b874e79f-000b-43f0-b763-a68f003a638b | Clause:
EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS RELEASE OR THE TRANSACTIONS CONTEMPLATED HEREBY.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Co... | Label: Waiver Of Jury Trials |
1c734c89-7b12-4a0d-941c-72175d8c267c | Clause:
I agree to cooperate fully with the Company in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company which relate to events or occurrences that transpired while I was employed by the Company. My full cooperation in connecti... | Label: Litigations |
c44dfe4d-8e89-49e7-a61b-46d45de5ca74 | Clause:
In the event that any provision of the Plan shall be declared or adjudicated illegal, invalid or unenforceable for any reason whatsoever, then the illegal, invalid or unenforceable provision shall be deemed excised herefrom and the remaining parts of the Plan shall continue and remain in full force and effect a... | Label: Severability |
2437997d-fa7a-4f4a-af43-cfd2a3023597 | Clause:
(a) The Borrower agrees to pay to each Revolving Facility Lender (other than any Defaulting Lender), through the Administrative Agent, three Business Days after the last day of March, June, September and December in each year, and three Business Days after the date on which the Revolving Facility Commitments of... | Label: Fees |
2e890457-a9b3-46eb-b1d4-3eaadc78484a | Clause:
This Modification Agreement may be executed and delivered (including by facsimile transmission of portable document format (“.pdf”)) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken to... | Label: Counterparts |
e2a94ade-c2ac-4dd9-a5b5-f59d64d04b3c | Clause:
The execution, delivery and performance by HLSS of this Agreement, each Sale Supplement and all documents executed pursuant hereto and thereto by HLSS do not and will not conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of ... | Label: No Conflicts |
bd44f89b-36af-48cf-933f-a71c107c0e6f | Clause:
Except for Raymond James & Associates, Inc., the fees and expenses of which are set forth on Section 2.7 of the Disclosure Letter and will be paid by the Company, no Company Group Member and none of their respective officers, directors, employees or agents has employed any broker or finder or incurred any liab... | Label: Brokers |
8302a46a-f155-4c1e-8080-d472b6e38089 | Clause:
Executive acknowledges and confirms that it is Executive’s intention that any and all rights, including any copyright or other intellectual property rights, in any Work Product created by Executive for the Company shall solely and exclusively vest in the Company, and that any such Work Product shall be consider... | Label: Titles |
f3507b8c-e301-4a11-b834-0640212d8544 | Clause:
The Borrower will not, and will not permit any of its Subsidiaries to, enter into any transaction or series of related transactions, whether or not in the ordinary course of business, with any Affiliate of the Borrower or any of its Subsidiaries, other than on terms and conditions substantially as favorable to ... | Label: Transactions With Affiliates |
c2ec6835-5d27-4a19-b5e1-6637fea841b7 | Clause:
The institution of any litigation, arbitration proceeding or governmental proceeding with respect to such Originator, the Company, the Servicer, the Performance Guarantor, or any other Originator, that with respect to any Person other than the Company, could reasonably be expected to have a Material Adverse Eff... | Label: Litigations |
c585cb7e-2e37-4f53-87be-fae524e2ee35 | Clause:
(a) The Company agrees to indemnify and hold harmless (i) the Manager and its Permitted Transferees and (ii) each person, if any, who controls the Manager and its Permitted Transferees within the meaning of the Securities Act or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and (iii) the... | Label: Indemnifications |
5405258b-4c3e-4d41-a448-b11629be28a3 | Clause:
The Restricted Stock Units are subject to both performance‑based requirements and additional service‑based vesting requirements. The Restricted Stock Units will become eligible to vest only if the performance goals described below are satisfied, and then will vest only if the additional service‑based vesting re... | Label: General |
9642b84f-f9ea-41b6-9dc8-3034445a54fd | Clause:
Borrowers agree to pay to the Bank on demand all reasonable and documented costs, fees and expenses (including without limitation reasonable attorneys’ fees and legal expenses) incurred or accrued by the Bank in connection with the negotiation, preparation, execution, delivery, filing, recording and administrat... | Label: Costs |
5553f044-1375-4cec-92a3-ff3ae4c5c8ac | Clause:
EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHET... | Label: Waiver Of Jury Trials |
600f1e6e-b1d1-4517-be3f-283914e0d5c9 | Clause:
Unless the context of this Patent Security Agreement, the Security Agreement, or the Note clearly requires otherwise, references to the plural include the singular, references to the singular include the plural, the terms “includes” and “including” are not limiting, and the term “or” has, except where otherwise... | Label: Construction |
99abc020-3aee-4734-9570-0cf992db4acb | Clause:
The terms of this Guaranty may not be amended, modified or otherwise changed in any manner, except by an instrument in writing executed by each of the Parties.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, App... | Label: Amendments |
d24967e3-ee94-4c50-bb22-52ee025e5b9c | Clause:
This Agreement shall become effective when it shall have been executed by the Borrower and Holdings and the Administrative Agent shall have been notified by each Lender, Swing Line Lender and L/C Issuer that each such Lender, Swing Line Lender and L/C Issuer has executed it and thereafter shall be binding upon ... | Label: Binding Effects |
e1df070a-afe0-44e6-96b8-c66ce4879899 | Clause:
All payments shall be made in lawful money of the United States of America at the principal office of the Lender, or at such other place as the holder hereof may from time to time designate in writing to the Company. Payment shall be credited first to Costs (as defined below), if any, then to accrued interest d... | Label: Payments |
ef57cf4b-1eda-4f61-b2ec-53fa7c90af86 | Clause:
The Borrower shall have paid (A) all fees required to be paid by it on the Closing Date described in the Fee Letter, (B) all fees payable to the Lenders on the Closing Date agreed to by the Borrower on or prior to the Closing Date, and (C) all reasonable fees and expenses of each of the Administrative Agents an... | Label: Fees |
06b60d78-fa1b-4c60-b475-3e343f0aa1f1 | Clause:
Except as otherwise provided in Section 5 or Section 2(b) of this Agreement, the Options shall become vested, if at all, in the percentage(s), and on the vesting date(s) set forth on Exhibit A hereto (each, a “ Vesting Date ”); provided that if the Employee’s employment or service with the Company is terminated... | Label: Vesting |
e95d6ff6-33fe-44a1-a3ab-04facef9eba0 | Clause:
Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents and other certain information that shall be publicly disclosed and disseminated upon the filing of the Current Report on Form 8-K required to be filed pursuant to Section 4.2, the Company confi... | Label: Disclosures |
d359351b-a77d-4aea-81b9-a4bcb39d17cd | Clause:
The Parties recognize that they may benefit from the coordination of certain activities in support of the Commercialization of the Licensed Products in the ZAI Territory. As such, the Parties will coordinate such activities where appropriate and as such coordination may be mutually agreed by the Parties. ZAI s... | Label: General |
1732657f-6759-4843-9605-69b50feddd8f | Clause:
There is no claim, litigation, proceeding or governmental investigation pending or, to Buyer’s Knowledge, threatened, or any Order, injunction or decree outstanding, against Buyer or any of its Affiliates that would prevent the consummation of the transactions contemplated by this Agreement.
Task: Classify thi... | Label: Litigations |
fb4749c1-4b43-45bd-9a3b-f8df94e786fc | Clause:
Each Credit Party has full power, authority and legal right to enter into this Agreement and the Other Documents and to perform all its respective Obligations hereunder and thereunder. This Agreement and the Other Documents have been duly executed and delivered by Credit Parties, and this Agreement and the Othe... | Label: Authority |
f4961505-9e18-4c38-b65e-8a07c3115326 | Clause:
The Section headings contained in this Retirement Agreement are for convenience only and in no manner shall be construed as part of this Retirement Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Appr... | Label: Headings |
06dbb645-c24c-4eca-b106-e8cb25863845 | Clause:
Each Participant may elect to transfer the balances in his or her Account among the Investment Options at any time. Such election shall be made via the VRU, or in accordance with such other procedures as shall be prescribed by the Committee from time to time, and shall be effective as soon as practicable follow... | Label: General |
07e426bf-9900-4152-83cc-a40310fdb344 | Clause:
This Letter Agreement, the License Agreement and the Stock Purchase Agreement set forth the entire agreement among the Parties as to the subject matter hereof and supersede all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, between the Parties as to ... | Label: Entire Agreements |
d050aa9f-6641-418b-8b6e-d2a01f8f5aa4 | Clause:
The Seller Guarantor hereby represents, warrants and certifies to Buyer as follows: (i) the execution, delivery and performance under this Section 32 by the Seller Guarantor will not violate any provision of any law, regulation, order or decree of any governmental authority, bureau or agency or of any court bi... | Label: Representations |
f3d03773-5eeb-4416-996b-71b3b8c3f619 | Clause:
Each term, covenant, condition or provision of this Agreement shall be viewed as separate and distinct, and in the event that any such term, covenant, condition or provision shall be deemed by an arbitrator or a court of competent jurisdiction to be invalid or unenforceable, the court or arbitrator finding such... | Label: Severability |
610a2a22-d918-47da-b827-5f7dacb7a8fa | Clause:
No failure by any Agent or any Lender to exercise any right, remedy, or option under this Agreement or any other Loan Document, or delay by any Agent or any Lender in exercising the same, will operate as a waiver thereof. No waiver by any Agent or any Lender will be effective unless it is in writing, and then o... | Label: No Waivers |
df56e380-492e-4346-9aaf-9d201bd77a48 | Clause:
EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE REQUIREMENTS OF LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY SUIT, ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS... | Label: Waiver Of Jury Trials |
efe5a2c4-e654-46dd-aeff-4b614cce6c89 | Clause:
Such Borrower and each of its Restricted Subsidiaries is in compliance with all laws, regulations and orders of any Governmental Authority applicable to it or its property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effec... | Label: Compliance With Laws |
bbe76be3-2ba3-4479-85f7-bddbca8f88ce | Clause:
This Article XVIII shall survive the expiration or termination of this Agreement. The provisions of this Article XVIII are severable from the other provisions of this Agreement and shall survive and not be merged into any termination or expiration of this Agreement or any judgment or award entered in connection... | Label: Survival |
44ccf0dd-766d-4d90-b356-f14bf0bce121 | Clause:
SuckerPunch maintains (i) adequate insurance on the Business covering property damage by fire or other casualty, (ii) adequate insurance protection against all liabilities, claims, and risks, and (iii) worker’s compensation insurance as required by applicable Law. SuckerPunch is not in default under any of poli... | Label: Insurances |
695f3502-8be5-4403-91b4-14ba12600a4a | Clause:
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Agreement may also be executed and transmitted via electronic transmission, which shall be deemed an original.
Task: Classify this ... | Label: Counterparts |
a5c5066a-5743-4f3b-8029-ba1921edf9c9 | Clause:
There is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the Knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulato... | Label: Litigations |
479d0574-b26e-4c2b-b2e2-cfc384a9c6b0 | Clause:
During the Employment Period, the Company shall pay Executive a base salary at an annualized rate of no less than $435,000, payable in installments on the Company’s regular payroll dates but not less frequently than monthly. The Board or a committee thereof shall review Executive’s base salary annually during t... | Label: Base Salary |
283547ee-cb80-445e-a6f5-6a7ca2092796 | Clause:
This Agreement is entered into and shall be construed in accordance with the laws of the State of Arkansas, without giving effect to conflict of laws principles thereof requiring application of the substantive laws of another jurisdiction.
Task: Classify this clause into ONE of these types (exactly one label):... | Label: Governing Laws |
041f01a3-255d-4103-9b6b-e80fad3dcb52 | Clause:
Parent shall promptly (and, in any event, within twenty-four (24) hours) notify the Company if (i) any written or other bona fide inquiries, proposals or offers with respect to a Parent Acquisition Proposal are received by Parent, (ii) any non-public information is requested in connection with any Parent Acquis... | Label: Notices |
1d6d0d5e-564c-4a09-ae72-70811e09434d | Clause:
The Borrower will, and will cause each Subsidiary to, use the proceeds of the Advances for the purposes set forth under Section 4.9. The Borrower will not, nor will it permit any Subsidiary to, use any of the proceeds of the Advances or the Letters of Credit to purchase or carry any “margin stock” (as defined i... | Label: Use Of Proceeds |
f2f6652c-47f0-48d1-b8c2-d5648ac1c640 | Clause:
This Agreement constitutes the valid and binding obligation of Seller, enforceable in accordance with its terms, except as the same may be restricted, limited, or delayed by applicable bankruptcy or other laws affecting creditors’ rights generally or by equitable principles and except as to the remedy of specif... | Label: Binding Effects |
6701fb21-35a8-4771-bded-c6e438007b51 | Clause:
The headings of each section of this Agreement are for convenience only and shall not define or limit the provisions thereof. This Agreement and all rights and obligations hereunder shall be binding upon each Loan Party and each Loan Party’s respective successors and assigns, and shall inure to the benefit of t... | Label: Miscellaneous |
c7ca15c7-13a4-464d-a067-eed1d50c9469 | Clause:
The headings contained herein are for the sole purpose of convenience of reference, and shall not in any way limit or affect the meaning or interpretation of any of the terms or provisions of this Purchase Warrant.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements,... | Label: Headings |
881d72ea-2cf4-4b38-b55e-e81b70dd871f | Clause:
The Participant acknowledges that the Award is subject to modification and termination in certain events as provided in this Agreement and Article 14 of the Plan.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, ... | Label: Adjustments |
ed6b9a8c-4234-45e2-89fd-45b15aed6289 | Clause:
As of the date hereof and immediately after giving effect to each Transaction, each Seller Party and Servicer is and will be solvent, is able and will be able to pay and is paying its debts as they mature and does not and will not have an unreasonably small amount of capital to engage in the business in which i... | Label: Solvency |
95f49e8d-5238-4ad1-8438-07aaa945d921 | Clause:
Employee acknowledges that money damages would not be sufficient remedy for any breach of this Agreement by Employee, and that the Company shall be entitled to enforce this Agreement by specific performance and immediate injunctive relief as remedies for such breach or any threatened breach. Such remedies shall... | Label: Remedies |
c86666d6-7e79-49e1-96e9-46f0b29857e8 | Clause:
Executive acknowledges that this Agreement provides Executive with rights and privileges to which Executive would not otherwise be entitled in the absence of the execution of a waiver and release, and, in exchange for the same, Executive agrees to take action to timely execute a full and complete release of cla... | Label: Releases |
14fe6084-6d65-4451-8c29-c4135e6ea236 | Clause:
This GDPA, together with the Guidelines, constitutes the entire agreement between each SIE Company and Publisher and supersedes all prior or contemporaneous agreements, proposals, representations, understandings and communications between each SIE Company and Publisher, whether oral or written, with respect to ... | Label: Integration |
1758d22a-6e57-4278-8959-963527680db8 | Clause:
The Borrower will, and will cause each Subsidiary to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges and franchises material to the conduct of its business and maintain, if necessary, its qualific... | Label: Existence |
a6dd8ed3-8785-4f38-9b57-70fcd139244f | Clause:
The Company shall be responsible for the payment of any placement agent’s fees, financial advisory fees, transfer agent fees, DTC fees or broker’s commissions (other than for Persons engaged by any Buyer) relating to or arising out of the transactions contemplated hereby (including, without limitation, any fees... | Label: Fees |
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