id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
69de60dd-0761-4d0a-9e6b-80eec0eb6623 | Clause:
Notwithstanding any provision herein to the contrary, neither the Company nor the Partnership shall have any obligation to pay any amount or provide any benefit, as the case may be, under this Agreement, unless the Employee executes, delivers to the Partnership, and does not revoke (to the extent the Employee i... | Label: Releases |
89f51145-dcee-4543-a6bb-7513d8b79db5 | Clause:
This Plan, the grant and exercise of Stock Awards thereunder, and the obligation of the Company to sell, issue or deliver Award Shares under such Stock Awards, shall be subject to all applicable federal, state and local laws, rules and regulations and to such approvals by any governmental or regulatory agency a... | Label: Compliance With Laws |
c328e0f3-6c50-4ef4-8399-037375f354e3 | Clause:
The construction and performance of this Agreement shall be governed by the laws of the State of Indiana without giving effect to the choice of law provisions thereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable L... | Label: Governing Laws |
640f7ba2-eb83-47a3-8009-428676f3faa4 | Clause:
There are no actions, suits or proceedings pending or, to the knowledge of the Borrower, threatened, at law, in equity, in arbitration or before any Governmental Authority, by or against the Borrower or any of its Subsidiaries or against any of their properties or revenues that (a) purport to affect or pertain ... | Label: Litigations |
7d630852-2670-4223-a78f-4c73a6191b68 | Clause:
The Company and its Subsidiaries have paid all U.S. federal, and all material state, local and foreign taxes and filed all U.S. federal income Tax Returns and all other material Tax Returns required to be paid or filed through the date hereof; and except as otherwise disclosed in the SEC Filings or as would not... | Label: Taxes |
72063915-c408-43a0-80d6-abd6ff32a083 | Clause:
All notices and other communications required or permitted hereunder shall be in writing and shall be deemed effectively given upon email delivery, personal delivery or receipt (which may be evidenced by a return receipt if sent by registered mail or by signature if delivered by courier or delivery service or b... | Label: Notices |
436b3bf9-f894-4884-8847-a2041a49ffe4 | Clause:
So long as Executive is receiving any payments from the Company, Executive agrees to provide reasonable assistance to the Company (including assistance with litigation matters), upon the Company’s request, concerning the Executive’s previous employment responsibilities and functions with the Company. Company wi... | Label: Cooperation |
940b3914-5a24-4681-94db-da3a5cf8d3e6 | 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, Intrexon hereby agrees to exchange the Debt for the issuance of One Hundred (100) shares of Series C Preferred Stock at the Per Sh... | Label: Closings |
bbf38aa3-0f34-4290-9246-4c710114800e | Clause:
The representations and warranties of the Members included in this Agreement and any list, statement, document or information set forth in, or attached to, any Schedule provided pursuant to this Agreement or delivered hereunder, are true and complete in all material respects and do not contain any untrue statem... | Label: Representations |
d8ae2550-8228-48db-8ffd-d9c82476b0c2 | Clause:
This Agreement may be executed in counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one and the same agreement. Facsimile counterpart signatures to this Agreement shall be binding and enforceable.
Task: Classify this clause into ONE of these types ... | Label: Counterparts |
9b79b6b7-c5b0-46ce-8c62-11f7783099f0 | 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 no Loan Party may assign or otherwise transfer any of its rights or obligations hereunder or under any other Loan Document without the p... | Label: Successors |
259c21b2-dd0a-4ca0-b21c-08bbc2df7485 | Clause:
The Client and each Affiliated Company hereby appoint the Advisor as advisor for the portion of the Investment Account comprised of its investment assets. Except as may be separately agreed in writing among the Advisor, the Client and any Affiliated Company from time to time, the Advisor hereby agrees to direct... | Label: Authority |
ade8b166-24a3-4d14-98c1-c12de9af9331 | Clause:
Borrower promises to pay to Lender, within five (5) business days after written notice from Lender, all out-of-pocket costs, expenses, disbursements, property taxes, escrow fees, title charges and legal fees and expenses actually incurred by Lender or its counsel (which must be reasonable provided no Event of D... | Label: Costs |
459a7bac-d486-4039-84f0-163710326344 | Clause:
No Shares shall be issued pursuant to the exercise of an Option unless such issuance and such exercise complies with applicable laws. Assuming such compliance, for income tax purposes the Shares shall be considered transferred to the Participant on the date on which the Option is properly exercised with respec... | Label: Compliance With Laws |
ffc9bbce-3641-4765-93ba-ac54fa5e577e | Clause:
The validity, construction, and effect of the Plan and any rules and regulations relating to the Plan shall be determined in accordance with the laws of the State of Texas without regard to its conflicts of laws principles.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Ag... | Label: Governing Laws |
b99ab8ba-a6b5-43cf-ab8b-e7b55761e455 | Clause:
This Plan may be executed by the Employer and the Trustees in two or more counterparts, each of which shall be deemed to be an original but all of which taken together shall be deemed to be one document.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments... | Label: Counterparts |
b20f89de-9bda-420c-aeff-a04d2ce3b311 | Clause:
Neither SWBS nor any of its officers, directors or any of its Subsidiaries has employed any broker or finder or incurred, nor will it incur, any liability for any broker’s fees, commissions or finder’s fees in connection with any of the transactions contemplated by this Agreement, except that SWBS has engaged, ... | Label: Brokers |
87e60f17-5e17-4b9e-84af-0247e3633b7d | Clause:
Executive shall be entitled to reimbursement for all reasonable and appropriate travel, entertainment, and other expenses incurred by Executive while employed (in accordance with the policies and procedures established by the Company for its executive officers) in the performance of her duties and responsibilit... | Label: Expenses |
860c1d91-d373-403b-8445-da8a6924e087 | Clause:
The Company shall promptly reimburse the Investor for its legal fees and expenses in connection with the preparation and negotiation of this Agreement and transactions contemplated thereby (the “ Investor Counsel Expense ”). The Investor Counsel Expense shall be paid by the Company whether or not the transactio... | Label: Fees |
8fe09ab6-009e-401c-938d-8a1d15f7af62 | Clause:
The Borrowers will use the proceeds of the Term Loans only as provided in Section 8.08 .
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: Use Of Proceeds |
d119c520-e765-4ace-bbf9-2fddc074f2dc | Clause:
Except as specifically set forth herein, all of the terms and provisions of the Contribution Agreement shall remain unchanged, unmodified and in full force and effect, and the Contribution Agreement shall be read together with and construed with this Amendment. This Amendment may be executed in any number of co... | Label: Miscellaneous |
dfd21169-7a28-4492-a8c8-6b13e69574b5 | Clause:
The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party are within such Person’s corporate or other powers and have been duly authorized by all necessary corporate or other organizational action. Neither the execution, delivery and performance by each Loa... | Label: Authorizations |
be507cba-c59f-4c81-a93c-e3738cbc6fe3 | Clause:
The Company has filed all required forms, reports and documents required to be filed by the Company with the Securities and Exchange Commission (the “ SEC ”) since December 31, 2015, each of which has complied in all material respects with all applicable requirements of the Securities Act and the Securities Exc... | Label: Disclosures |
c12bd8e4-34b5-4336-adac-2cb6e5f20bcf | Clause:
This Agreement shall be subject to, and construed in accordance with, the laws of the Commonwealth of Pennsylvania, except to the extent that such laws are preempted by Federal law.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws... | Label: Governing Laws |
b330c8c7-1017-4e0d-a436-4c960c6e9b38 | Clause:
So long as the Note remains outstanding, except in the normal course of its business as described in the SEC Documents, the Company shall not transfer any assets or rights to any of its subsidiaries or permit any of its subsidiaries to engage in any significant business or operations, whether such subsidiaries ... | Label: Subsidiaries |
02798878-e28f-4eeb-9384-abafdef84956 | Clause:
The Company shall, on or before 8:30 a.m., New York City time, on the first business day after the date of this Amendment, issue a press release and Current Report on Form 8-K disclosing all material terms of the transactions contemplated hereby and attaching the form of this Amendment as an exhibit thereto (co... | Label: Disclosures |
e0446371-fbc3-453d-989d-1bb9f032aae1 | Clause:
This Agreement, including Exhibit A, constitutes the entire agreement of the parties relating to the subject matter hereof. Any previous agreements with respect to this subject matter are superseded by this Agreement and are of no further force or effect, provided that Consultant’s continuing obligations under ... | Label: Entire Agreements |
c1a9afbe-b004-4b51-ba4d-8cc282d9527b | Clause:
The Seller, as one Party, and the Company, as the other Party, do hereby agree to, and shall immediately upon demand, defend, indemnify and hold harmless each other from, against and in respect of: (a) any liabilities, penalties, interest, costs, expenses or other damages or deficiencies resulting from any misr... | Label: Indemnifications |
067639c5-10dd-4cb1-a832-671fc607664c | Clause:
The term of this Agreement shall begin on the Effective Date and shall continue until such time as (i) Executive provides the Company not less than sixty (60) days’ written notice of his intent to separate from the Company pursuant to Section 1(c) of the Standard Terms and Conditions; or (ii) either party termi... | Label: Terms |
1341388a-e38d-4587-bb3a-6a6866d09df0 | Clause:
This Amendment No. 3 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. Delivery of an executed counterpart of a signature page of this Amendment No. 3 b... | Label: Counterparts |
a680aaf4-d280-4c4c-b5bf-ff8fed2679b7 | Clause:
The Grantee shall, not later than the date as of which the receipt of this Award becomes a taxable event for Federal income tax purposes, pay to the Company or make arrangements satisfactory to the Administrator for payment of any Federal, state, and local taxes required by law to be withheld on account of such... | Label: Tax Withholdings |
04f27b8b-76fd-4d4f-bb6c-cce158f8ac95 | Clause:
As an annual base salary (“ Base Salary ”) for all services rendered pursuant to this Agreement, Executive will be paid an initial Base Salary in the gross amount of $381,600 calculated on an annualized basis, less necessary withholdings and authorized deductions, and payable pursuant to the Company’s regular p... | Label: Base Salary |
aa293fb4-e6a3-4ef4-9fbc-ea013cdd9859 | Clause:
Except in connection with any dispute between the parties and subject to any obligation to comply with (i) any Applicable Law (ii) any rule or regulation of any Authority or securities exchange or (iii) any subpoena or other legal process to make information available to the Persons entitled thereto, whether or... | Label: Confidentiality |
11a91115-9d7a-4436-8cd4-da05e9720815 | Clause:
Any term or provision of this Agreement which is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid, illegal or unenforceable the... | Label: Severability |
8593a87f-24c5-4f06-9b2e-4107f48bc68c | Clause:
No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect. The present value of all accumulated benefit obligations under each ... | Label: Erisa |
5a4b6eb0-c836-4d34-af2b-8ea69683da66 | Clause:
This Incentive Payment Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti... | Label: Counterparts |
71a727ad-2f78-413b-a27f-f74bfc73959e | Clause:
Amendments to this Agreement may be made only by a written instrument signed by all Members (other than any Management Member except as required by Section 13.1). The Company shall send to each Member a copy of any amendment to this Agreement. Notwithstanding the foregoing, the Company may amend Schedule A fro... | Label: Amendments |
14337a0d-0809-4eed-af3b-fba94969603c | Clause:
Landlord and Tenant hereby warrant to each other that they have had no dealings with any real estate broker or agent in connection with the negotiation of this Lease, excepting only the real estate brokers or agents specified in Section 12 of the Summary (the “ Brokers ”), and that they know of no other real e... | Label: Brokers |
91359195-f21b-489f-9ec4-4d1605d8212b | Clause:
Except as would not, individually or in the aggregate, reasonably be expected to materially and adversely affect the ability of any Designated Purchaser to carry out its obligations under this Agreement or the Ancillary Agreements and to consummate the Transactions, there is no (a) pending or, to the Knowledge ... | Label: Litigations |
958aff47-d1cc-4777-97dd-ad7179e33a43 | Clause:
This Agreement is intended to comply with, or otherwise be exempt from, Section 409A of the Code and any regulations and Treasury guidance promulgated thereunder. If the Company determines in good faith that any provision of this Agreement would cause the Executive to incur an additional tax, penalty, or intere... | Label: Interpretations |
7b066b50-509c-476b-8734-ee960ac8cd6d | Clause:
Following the Participant’s employment with the Company, the Participant agrees (i) to reasonably cooperate with the Company and its directors, officers, attorneys and experts, and take all actions the Company may reasonably request, including but not limited to cooperation with respect to any investigation, go... | Label: Cooperation |
35a681ab-6f62-4c16-8261-88bb63c44585 | Clause:
Any notice, request, instruction or other document to be given hereunder by any party to the other shall be in writing and shall be deemed to have been duly given (a) if sent by registered or certified mail in the United States return receipt requested, upon receipt, (b) if sent by nationally recognized overnig... | Label: Notices |
a5ac7e2a-87ba-4c0b-ac87-a75fde515ffe | Clause:
If a Participant violates the terms set forth in (a) or (b) above or any other confidentiality, non-disclosure, non-competition, non-solicitation or other restrictive covenant obligation under any other agreement the Participant may have entered or will enter into with the Company, including, but not limited to... | Label: Forfeitures |
48a6e40b-7e5b-4d89-8239-d7748ce0c0ea | Clause:
Beginning on the date when Executive commences employment hereunder, the Executive will be employed by the Company for a period of three (3) years, unless his employment is terminated at an earlier date in accordance with ARTICLE IV (the “Term”). Those obligations which by their terms survive the termination o... | Label: Terms |
f77d1b09-615d-4cde-a2dc-110ced66c716 | Clause:
This Agreement when executed and delivered by the Investor will constitute a valid and legally binding obligation of the Investor, enforceable in accordance with its terms, subject to: (i) judicial principles respecting election of remedies or limiting the availability of specific performance, injunctive relief... | Label: Authorizations |
626df7bc-ffc4-48a8-8066-dfb09d7207e5 | Clause:
An eligible employee may become a Participant by completing the enrollment process as designated by the Company prior to the Commencement Date of the Offering to which it relates. Participation in one Offering under the Plan shall neither limit, nor require, participation in any other Offering, but a Participan... | Label: Participations |
f23abe93-84b9-4ab6-87ea-8b71a8ca637f | Clause:
This Certificate of Designations shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Certificate of Designations shall be governed by, the internal laws of the State of Nevada, without giving effect to any choice of ... | Label: Governing Laws |
78e5162d-1806-4568-8fd0-65eaf062969c | Clause:
The provisions of this Section 6.C. shall survive the closing of the transactions contemplated by this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Aut... | Label: Survival |
cbf4f9c0-c027-469c-9397-29a99c319225 | Clause:
In the event that the award and receipt of the Shares, the expiration of the Restrictions, the payment of dividends on the Shares or any other event results in your realization of income or wages which for federal, state and/or local income or other employment tax purposes is, in the opinion of the Company, sub... | Label: Withholdings |
aabefaa3-a46c-40b6-a7af-1ad6fa505943 | Clause:
The Borrower will take all necessary action to establish and maintain, irrevocably in Borrower (i) legal and equitable title to the Transferred Receivables and the Borrower Collection Accounts and (ii) all of each Originator’s right, title and interest in the Related Security associated with the Transferred Rec... | Label: Titles |
94d6e612-4f0d-4132-8546-5a2bc238b181 | Clause:
During the Employment Period, Executive shall be entitled to participate in any benefit and compensation plans, including but not limited to medical, disability, life insurance, 401(k) and deferred compensation plans (but excluding any severance or bonus plans unless specifically referenced in this Agreement) o... | Label: Benefits |
1e18f88b-6fd8-4ae9-9991-bb44020ce0ac | Clause:
At the Closing, t he Company ’ s obligation with respect to the transactions contemplated by this Agreement is to reimburse Buyer ’ expenses shall be $ 3,000.00 for Buyer ’ s legal fees and due diligence fee .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amen... | Label: Expenses |
4ce5baa0-fe41-49eb-a1ed-1bc7787897ce | Clause:
(a) Subject to the provisions of Section 2.08(b) and Section 10.09 , (i) each Eurodollar Rate Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Eurodollar Rate for such Interest Period plus the Applicable Rate; (ii) each Base Rate Loan... | Label: Interests |
532b70f1-bd0a-4d3a-8c52-0ab180342929 | Clause:
Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that for purposes of calculating interest, all principal payments made by or on account of the Borrowers shall be deem... | Label: Fees |
93d39376-5ca8-447e-93de-f92a4a792ece | Clause:
Borrower shall pay to (i) Lenders the fees set forth on Schedule 2.12 attached hereto and (ii) the Agent and Lenders the fees referenced on Schedule 2.12 attached hereto (in accordance with the provisions thereof) and/or separately agreed upon in writing between Borrower, the Agent and applicable Lenders (inclu... | Label: Fees |
23fab05e-e902-4414-bde3-59c3fad90489 | Clause:
There are no actions, suits, claims, investigations, arbitrations or other legal or administrative proceedings pending, or to the knowledge of the Company threatened, against the Company at law or in equity, and to Company’s knowledge, there is no basis for any of the foregoing. There are no unsatisfied judgmen... | Label: Litigations |
03d34266-a445-47f3-9b05-b729c566706e | 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 Purchaser agrees to purchase, an aggregate of $100,000 in principal amount of the Debentures o... | Label: Closings |
ccbdf93d-08a6-4455-94f3-f5b807fb60ef | Clause:
The Parties agree to refrain from any defamation, libel, or slander of the other or any of the Released Parties or tortious interference with the contracts and relationships of the other Party or any of the Released Parties. The Parties further agree that each will not act in any manner that might damage the bu... | Label: Non-Disparagement |
125ebcbd-d0cf-45fd-9a87-8c230cf333e4 | Clause:
Capitalized terms used but not defined herein shall have the respective meanings assigned to such terms in the Restated Credit Agreement referred to below (except as otherwise expressly set forth herein).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendment... | Label: Defined Terms |
f34a5b57-0a90-4f46-9cd2-ac5479b1795c | Clause:
The Lead Arranger and the Administrative Agent shall be reasonably satisfied with (i) the capital structure of the Companies and (ii) the terms and conditions of the Transactions. The Loan Parties shall have received the Closing Date Equity Contribution and shall have deposited it into the Company Funds Account... | Label: Capitalization |
cac5441e-f3b9-4adb-abe3-5f4432dfd88d | Clause:
EACH PARTY HERETO HEREBY 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 LIMITED WAIVER OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEO... | Label: Waiver Of Jury Trials |
b71963bb-3fb3-438f-8c0b-8f572b7910c0 | Clause:
During the Term, the Executive shall be employed as Executive Vice President, and shall serve as the Chief Financial Officer, Secretary and Treasurer of the Company. At all times during the Term, the Executive shall faithfully perform for the Company the duties of the aforementioned offices, as applicable, and ... | Label: Duties |
de3fdf04-973d-47fb-804c-04e106553d51 | Clause:
The Closing Certificate sets forth the name of, the ownership interest of the applicable Loan Party in, the jurisdiction of incorporation or organization of, and the type of each Subsidiary of the Borrower and the other Loan Parties and identifies each Subsidiary that is a Subsidiary Loan Party, in each case as... | Label: Subsidiaries |
d4520f2d-9d7d-4131-859b-90ea774fed93 | Clause:
The issued and outstanding shares of capital stock of the Company have been validly issued, are fully paid and non-assessable. The Company has an authorized, issued and outstanding capitalization as set forth in the Registration Statement and the Prospectus as of the dates referred to therein (other than the gr... | Label: Capitalization |
afb488a2-cb05-414c-80ce-7627ed64776b | Clause:
(a) The Seller hereby acknowledges that the Purchaser has, concurrently with the execution hereof, executed and delivered the Pooling and Servicing Agreement and that, in connection therewith, it has assigned its rights hereunder to the Trustee or Cayman Agent, as applicable, for the benefit of the Certificateh... | Label: Assignments |
4e367f6b-8662-44cb-9445-872f87813da4 | Clause:
Each of the parties will bear and pay all other costs and expenses incurred by it or on its behalf in connection with the transactions contemplated pursuant to this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Appl... | Label: Expenses |
c0c2bd8a-06e7-4b1a-a997-aaf56ef2e006 | Clause:
There are no actions, suits or proceedings (including Environmental Claims) pending or, to the knowledge of any Credit Party, threatened in writing with respect to any the Parent Guarantor, the Borrower or any of the Restricted Subsidiaries that could reasonably be expected to result in a Material Adverse Effec... | Label: Litigations |
173c298e-6b82-4f96-82a1-7b014ae92559 | Clause:
None of the CRZO Entities is currently the subject or target of any sanctions administered or enforced by the United States Government, including, without limitation, the U.S. Department of the Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union or other relevant... | Label: Sanctions |
92e43ffc-3392-41e8-bdd8-eea3cc524f4a | Clause:
The Company will, and will cause each of its Material Subsidiaries to, (i) preserve and maintain its legal existence (except as otherwise permitted by Section 7.2.7 ), and (ii) perform in their obligations under material agreements to which the Company or a Subsidiary is a party, and comply in all material res... | Label: Anti-Corruption Laws |
06aa3671-5917-4a69-b1a0-b235c0913861 | Clause:
Any amounts payable to Lender under this Guaranty shall become immediately due and payable on demand and, if not paid within ten (10) days of such demand therefor, shall bear interest at the lesser of (a) the Default Rate or (b) the Maximum Legal Rate which Guarantor may by law pay or Lender may charge and coll... | Label: Interests |
1c6f6996-5e3e-4ab5-afb4-96f4ed3a2c04 | Clause:
This Agreement (along with the Exhibits) contains the entire understanding of the Parties with respect to the subject matter hereof and supersedes and replaces any and all previous arrangements and understandings, including the Original Agreement and the Confidentiality Agreement, whether oral or written, betwe... | Label: Entire Agreements |
1306092b-b71d-4ece-9fe9-7242a8ae67c4 | Clause:
This Agreement supersedes all prior agreements and understandings between the Participant and the Company, its Subsidiaries and its Affiliates relating to the grant of this Award, whether oral or otherwise, provided however that this Agreement shall not supersede any agreement (including any employment agreemen... | Label: Integration |
d6397328-5377-451c-b318-d4e4e4c536e5 | Clause:
The Participant’s rights under this Award and the Plan may be modified only to the extent expressly provided under this Award or under Sections 14(a) and (b) of the Plan. This Award and the Plan (and the other writings referred to herein) constitute the entire agreement between the parties with respect to the s... | Label: Entire Agreements |
19d64018-824a-4818-ba25-b1392413613f | Clause:
There are no suits, investigations or proceedings pending, or to the knowledge of the Borrower, threatened against or adversely affecting it or its assets, before any court or by any Governmental Authority, in each case which would reasonably be expected to have a Material Adverse Effect.
Task: Classify this c... | Label: Litigations |
b8c6be9c-b814-4379-a2d3-5adfeaa63880 | Clause:
Guarantor maintains, or is included in a policy whereby coverage is maintained on its behalf, Fidelity Insurance in amounts customary for an entity of the size and scope of operations.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption L... | Label: Insurances |
1dc33d8a-4ff6-454d-9621-7996ca4035cb | Clause:
None of the Rosehill Entities is in breach or violation of or in default under (nor has any event occurred that, with notice, lapse of time or both, would result in any breach or violation of, constitute a default under or give the holder of any indebtedness (or a person acting on such holder’s behalf) the righ... | Label: No Defaults |
dcd9371c-3d4a-4495-bd58-c9936af5aebb | Clause:
Subject to the terms and conditions hereof, (a) the Closing shall take place at the offices of Vinson & Elkins, 666 Fifth Avenue, 26 th Floor, New York, New York, 10103 or such other location as mutually agreed to by the Parties, on March 2, 2017, or such other date as mutually agreed by the Parties, not later ... | Label: Closings |
8e2a0b4b-0ecf-48a5-a001-afecf344b2c8 | Clause:
Employee agrees not to make any defamatory or derogatory statements concerning the Company or any of its affiliates or predecessors and their respective directors, officers and employees. Nothing in this section is intended to, and shall not, restrict or limit the Employee from exercising his or her protected ... | Label: Non-Disparagement |
4db454a2-e024-4f2b-a25a-d16fbab89d41 | Clause:
The business of the Company and its subsidiaries has been and is presently being conducted so as to comply with all applicable material federal, state and local governmental laws, rules, regulations and ordinances.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements,... | Label: Compliance With Laws |
c7e759b8-5dbd-4937-be48-1191af761130 | Clause:
Executive recognizes and acknowledges that the knowledge of the business activities, plans for business activities, and all other proprietary information of the Company, as it may exist from time to time, are valuable, special and unique assets of the business of the Company. Executive will not, during or after... | Label: Confidentiality |
c2afdf06-58a8-47ce-ae54-5597c4eea91f | Clause:
This Agreement, together with the Service Orders, Service Schedules and the other agreements executed on the date hereof in connection with the other documents executed among the Parties on the date of the Fourth Amended and Restated Omnibus Agreement, constitutes the entire agreement among the Parties pertaini... | Label: Integration |
70adab31-11b5-4193-a9b8-aee2bcaad734 | Clause:
This Supplement may be executed by one or more of the parties to this IP Security Agreement on any number of separate counterparts (including by facsimile or other electronic transmission (i.e. a “pdf’ or “tif’)), and all of said counterparts taken together shall be deemed to constitute one and the same instrum... | Label: Counterparts |
91b97f60-259e-4921-b720-b0a58032304c | Clause:
The term of each Option shall be set by the Committee at the time of grant; provided, however, that no Option granted hereunder shall be exercisable after, and each Option shall expire, ten (10) years from the date it was granted (or five years in the case of an Incentive Stock Option granted to a 10% stockhold... | Label: Terms |
b8f838f3-50ba-487c-839d-89ff4f7816e1 | Clause:
Schedule 3.20 sets forth a true, complete and correct description, in all material respects, of all material insurance (excluding any title insurance) maintained by or on behalf of the Parent or the Subsidiaries as of the Closing Date. As of such date, such insurance is in full force and effect.
Task: Classify... | Label: Insurances |
7e0f004b-e20f-412e-9bbf-69fd2ca2749e | Clause:
Except as set forth on Schedule 3(p) , there are no transactions between the Company or any Subsidiaries, on the one hand, and Affiliates of the Company or any Subsidiaries, on the other hand.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corr... | Label: Transactions With Affiliates |
903dd286-a3b5-4296-b9da-75ba83ce71bc | Clause:
This Agreement amends and restates in its entirety the Existing Credit Agreement, and the Borrower and the Guarantors confirm that: the Existing Credit Agreement, the other Loan Documents and the Collateral for the Obligations thereunder (as all such capitalized terms are defined in the Existing Credit Agreemen... | Label: Amendments |
14357d13-2f9c-4de6-a364-833073cc7188 | Clause:
As of the date of this Agreement, there is no Action pending or, to the Knowledge of Abbott, threatened seeking to prevent, hinder, modify, delay or challenge the Transactions.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, App... | Label: Litigations |
11415856-22d5-4b81-a925-a87dd43cd96b | Clause:
Landlord and Tenant each represents and warrants that it has not dealt with any broker, agent or other person (collectively, “ ”) in connection with the transaction reflected in this Sixth Amendment and that no Broker brought about this transaction, other than Transwestern RBJ. Landlord and Tenant each hereby ... | Label: Brokers |
60f4b16a-9620-445e-8e36-006b2b8974c6 | Clause:
This Agreement, and all disputes or controversies arising out of or relating to this Agreement or the transactions contemplated hereby, shall be governed by, and construed in accordance with, the laws of the State of Connecticut, without regard to the laws of any other jurisdiction that might be applied because... | Label: Governing Laws |
ec8ea1a1-41cf-4824-9ff1-f687e8644d2e | Clause:
This Award Certificate, together with the Plan, constitutes the entire understanding between the Corporation and the Optionee with regard to the subject matter of this Award Certificate. They supersede any other agreements, representations or understandings (whether oral or written and whether express or implie... | Label: Entire Agreements |
5bb9a50a-2555-45b1-93a7-52ce1ccfe7ac | Clause:
The division of this Agreement into articles and sections and the insertion of headings are for the convenience of reference only and shall not affect the construction or interpretation of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendment... | Label: Headings |
f49c8cde-7c4d-4a35-ab19-86746bda12fe | Clause:
The execution, delivery and performance by the Company of this Agreement and the transactions contemplated pursuant to the Subscription Agreements, the issuance and sale of the Notes and Warrants and the consummation by it of the transactions contemplated hereby and thereby to which it is a party do not and wil... | Label: No Conflicts |
b498d4b6-32bc-4b4b-a0ca-fd47a19ce161 | 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 |
3c16da59-f377-43b6-bab6-cfd97eb2261b | Clause:
Each Eligible Associate may elect to become a Participant by enrolling or re-enrolling in the Plan effective as of any Enrollment Date. In order to enroll, an Eligible Associate must complete, sign (which includes electronic signature or acknowledgement) and submit to the Company an Enrollment Form in such form... | Label: Participations |
096ecb80-b08d-469d-a56f-ad818699c457 | Clause:
Proceeds of Collateral include insurance proceeds and condemnation awards and, therefore, the Lien Priority shall govern the ultimate disposition of casualty insurance proceeds and condemnation awards. The Senior Lien Agent and the Junior Lien Agent shall each be named as additional insured or loss payee, as a... | Label: Insurances |
a42e32be-5bb4-488d-9e8f-e30d31b993c1 | Clause:
This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes any prior representations or statements, whether written or oral; no representation, warranty, affirmation of fact, promise, or other statement not specifically in this Agreement set forth will ... | Label: Entire Agreements |
0dfc7146-cfc5-4069-9ce7-6c4a007e3979 | Clause:
This Section 19 shall survive and shall continue to be binding on the parties notwithstanding any termination, cancellation or expiration of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approv... | Label: Survival |
6b89e351-4bc7-4980-919d-07673e5bfaf1 | Clause:
For the avoidance of doubt, the provisions of Section 14 of the Plan shall not apply with respect to the vesting of the RSUs, and the vesting of the RSUs granted hereunder shall be governed exclusively by this Section 1(a) .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, A... | Label: Vesting |
0bd711c3-dc7b-4db3-acc2-2862d4085e6e | 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 |
cb187160-a4fc-4d1f-8b79-d463bed4c72d | Clause:
Except for payment of Restricted Payments permitted by Section 9.04 , each of Parent and the Borrower will not, and will not permit any other Loan Party to, enter into any transaction, including any purchase, sale, lease or exchange of Property or the rendering of any service, with any Affiliate unless such tra... | Label: Transactions With Affiliates |
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