id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
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8a41b91c-0413-4f4a-8611-0d511291318e | Clause:
Capitalized terms that are used herein shall have the meanings given such terms in this Amendment and Waiver Agreement or in the Collective Agreements, as applicable.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable La... | Label: Defined Terms |
53d0cf66-dc99-469f-b508-4825281d4f1b | Clause:
Such Originator will comply with the requirements of applicable laws and regulations, the non-compliance with which would have a Material Adverse Effect. In addition, and without limiting the foregoing sentence, each of the Seller Parties will (i) ensure, and cause each of its Subsidiaries (if any) to ensure, ... | Label: Compliance With Laws |
40fd434f-b8bf-4608-9580-d8bd6d0c481a | Clause:
The Borrower agrees (a) if the Closing Date occurs, (1) to pay or reimburse the Administrative Agent, the Syndication Agents, the Arrangers and the Bookrunners and their respective Affiliates for all reasonable and documented out-of-pocket costs and expenses incurred in connection with the preparation, negotiat... | Label: Expenses |
ceb82c36-91d9-4b60-adab-a7e07a96b6e0 | Clause:
Borrower represents and warrants to Lender that the execution, delivery, and performance by Borrower of the Loan Documents have been duly authorized by all necessary action on the part of Borrower and do not contravene the Borrower's Organizational Documents, do not contravene any provision of, or constitute a ... | Label: Authorizations |
870723a0-cc51-446c-9893-acd519fdf8e5 | Clause:
The Company shall at all times during the term of this Option reserve and keep available such number of Shares as will be sufficient to satisfy the requirements of this Incentive Plan Award Agreement. This Incentive Plan Award Agreement shall be binding in all respects on the Participant’s heirs, representative... | Label: General |
471143b7-251e-4075-af28-890dd7d52637 | Clause:
The agreements in this Section and the indemnity provision of Section 10.02(e) shall survive the resignation of the Administrative Agent, any L/C Issuer, and the Swing Line Lender the replacement of any Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all the other Obli... | Label: Survival |
cc9966cf-e210-4d17-9763-1ad11d428156 | Clause:
From the Effective Date until the Investment Grade Covenants Date, the Borrower will not, and will not permit any of its Subsidiaries to: (a) call, make or offer to make any optional or voluntary Redemption of or otherwise optionally or voluntarily Redeem (whether in whole or in part) any Junior Indebtedness; p... | Label: Amendments |
fe67d979-3582-4c8a-8c20-94d6c6fa578b | Clause:
The division of this Agreement into Articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement. All references in this Agreement to any “Article”, “Section” or other subdivision ar... | Label: Headings |
de2f8443-ffab-4429-9a86-75bb01422eb6 | Clause:
The Issuer has good title to, or a valid leasehold interest in, (i) all Collateral owned by it and (ii) all of its property that is essential to its business as conducted on the Initial Issue Date or Additional Issue Date, as applicable, and none of such Collateral or other property is subject to any Lien excep... | Label: Liens |
a18168ce-8319-4cbd-82ec-66e6578c0971 | Clause:
The Holder hereby waives, effective as of the Effective Time: (i) the Company’s restriction to incur Indebtedness (as defined in the 2015 Notes) in accordance with Section 17(a) of the 2015 Notes, (ii) the Company’s restriction to incur Liens (as defined in the 2015 Notes) in accordance with Section 17(b) of th... | Label: Waivers |
f0536404-d170-4a1f-9801-20dd120060c6 | Clause:
The Company shall reimburse the Shareholder Group for its reasonable, documented out-of-pocket fees and expenses (including legal expenses) incurred in connection with the negotiation and execution of this Agreement, provided that such reimbursement shall not exceed $60,000 in the aggregate.
Task: Classify thi... | Label: Expenses |
c17cc2b4-1c60-4d0a-9e70-c582b48d95e7 | Clause:
This Agreement may not be assigned by the Company (whether by operation of law or otherwise) without the prior written consent of the Required Purchasers, provided, however, that in the event that the Company is a party to a merger, consolidation, share exchange or similar business combination transaction in wh... | Label: Assignments |
28f5b93b-e531-41e4-87a5-7868fd96c80f | Clause:
This Agreement shall be governed by and construed and enforced in accordance with the laws of Texas applicable to agreement made to be performed therein.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals... | Label: Governing Laws |
6b7aeaa1-957e-45f8-8f20-0b2b2e8772d3 | Clause:
The headings of the Sections of this Agreement are inserted for convenience only and shall not be deemed to constitute a part hereof 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, Amendm... | Label: Headings |
27f14120-3167-4e33-8c1a-96c224e6222a | Clause:
The Maker hereby waives presentment, demand, notice of nonpayment, protest and all other demands and notices in connection with the delivery, acceptance, performance or enforcement of this Note.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Co... | Label: Waivers |
352b2d95-09e9-487e-ad3b-6c25ceb43422 | Clause:
Insurance, if any, carried by Sellers on the Condominium Property shall be terminated at Closing, and Purchaser shall be solely responsible for acquiring insurance coverage on the Condominium Property.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, ... | Label: Insurances |
63f45980-e203-4524-9e58-19700235e496 | Clause:
At the Closing, the Company shall reimburse Buyer for expenses incurred by them in connection with the negotiation, preparation, execution, delivery and performance of this Agreement and the other agreements to be executed in connection herewith ( “ Documents ” ), including, without limitation, reasonable attor... | Label: Expenses |
583be03c-397e-4210-98c8-cb233e8018a7 | Clause:
Any notice or filing required or permitted to be given to the Company or the Participant under this Agreement will be sufficient if in writing and hand-delivered, or sent by registered or certified mail, in the case of the Company, to the principal office of the Company, directed to the attention of the Company... | Label: Notices |
c0e8e0ee-d29c-458c-96ae-3f0fb89c0485 | Clause:
The guarantees made hereunder (a) shall terminate when all of the Guaranteed Obligations have been paid and performed in full, and (b) shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any Guaranteed Obligation is rescinded or must otherwise be ... | Label: Terminations |
6532c04f-94e6-4048-a9b0-03ab9dc79505 | Clause:
In the event of any equity restructuring (within the meaning of Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compe nsation—Stock Compensation) that causes the per share value of shares of Common Stock to change, such as a stock dividend, stock split, spinoff, rights offering... | Label: Adjustments |
b71253d3-63c3-48e9-ac06-0bb4787ad1cd | Clause:
Except as otherwise provided herein, all Claims must be submitted to arbitration ( "Arbitration" ) to be conducted exclusively in Salt Lake County or Utah County, Utah and pursuant to the terms set forth in these Arbitration Provisions. Subject to the arbitration appeal right provided for hi Paragraph 5 below (... | Label: Arbitration |
71aa61e6-3e82-48b5-9ac9-b3753cba0448 | Clause:
The Borrower has furnished to the Administrative Agent copies of the audited consolidated balance sheet of the Parent Guarantor and its consolidated Subsidiaries for the fiscal year ended December 31, 2011 2015 and the unaudited consolidated balance sheet of the Parent Guarantor and its consolidated Subsidiarie... | Label: Financial Statements |
a28b8597-bd57-41a8-9ae9-a9a91da3cb6c | Clause:
If a Participant dies before his Benefit Commencement Date, or if the Participant dies after his Benefit Commencement Date and before his entire nonforfeitable interest in his Account has been paid to him, his remaining nonforfeitable interest in his Account shall be paid to, or applied for the benefit of, his ... | Label: Death |
b9cfd216-51d8-4577-ac40-f3eec0621632 | Clause:
During the Transition Period and the Interim Period, the Executive will (i) receive his base salary as in effect on the Effective Date and (ii) participate in the Company’s retirement and welfare benefit plans, expense reimbursement and vacation policies, as such plans, programs and policies may be in effect fr... | Label: Base Salary |
1fa69baf-70b5-48d4-8a3e-a5eceeaecfaf | Clause:
The Original Senior Lien Agent represents and warrants to each other Agent that it has the requisite power and authority under the Original Senior Lien Facility Documents to enter into, execute, deliver, and carry out the terms of this Agreement on behalf of itself and the Original Senior Lien Creditors. The [... | Label: Representations |
5c4d4967-a765-4f9a-9878-02e3354c5c5a | Clause:
A breach of this Agreement (“ Breach ”) shall occur upon the failure by a Party to perform or observe a material term or condition of this Agreement. A default of this Agreement (“ Default ”) shall occur upon the failure of a Party in Breach of this Agreement to cure such Breach in accordance with Section 21.4.... | Label: General |
0902f38b-83e2-4835-a35d-1a3fdeb81f3c | Clause:
THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE OF NEW... | Label: Applicable Laws |
a63a5564-7d7f-423a-bd68-44d19e2e7319 | Clause:
The term of Rodman’s exclusive engagement will begin on the date hereof and end 30 days after the date hereof (the “ Term ”). Notwithstanding anything to the contrary contained herein, the Company agrees that the provisions relating to the payment of fees, reimbursement of expenses, indemnification and contribu... | Label: Terms |
61260348-1d59-447f-a36f-433d6539ee6d | Clause:
The Executive understands and agrees that the Executive’s employment creates a relationship of confidence and trust between the Executive and the Employers with respect to all Confidential Information. At all times, both during the Executive’s employment with the Employers and after its termination, the Execut... | Label: Confidentiality |
69c995db-9bbb-4c95-9607-2dc933e83e4a | Clause:
This Agreement shall commence on the Effective Date and shall continue in full force and effect until the end of the Evaluation Period and, if at the end of the Evaluation Period, Abbott is Developing a Candidate or Commercializing a Product arising out of the Research Program, thereafter until (a) such time as... | Label: Terms |
90a9fc5b-9008-4ab5-a875-c0075e5293fb | Clause:
This Agreement survives and continues in full force in accordance with its terms notwithstanding the expiration or termination of the Employment Period.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals,... | Label: Survival |
78eac2fb-8131-4a59-9aab-ca1c05b8285f | Clause:
Take such action and execute, acknowledge and deliver, and cause each of its Subsidiaries to take such action and execute, acknowledge and deliver, at its sole cost and expense, such agreements, instruments or other documents as any Agent may reasonably require from time to time in order (i) to carry out more e... | Label: Further Assurances |
49aff6a0-02df-4994-ad93-4b0ac3f13b07 | Clause:
This Agreement shall be governed by and construed in accordance with the laws in the State of New York, without regard to its choice of law provisions.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, ... | Label: Governing Laws |
d7d51e16-c199-40e7-a66d-48b7d975aa67 | Clause:
Stock Appreciation Rights shall be subject to such terms and conditions as shall be determined from time to time by the Administrator. The term of a Stock Appreciation Right may not exceed ten years.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, An... | Label: Terms |
db53794a-51c5-4919-9ef4-7a099a9e7b4b | Clause:
Schedule 9.1.18 attached hereto sets forth (a) a true and complete list of all current policies or binders of fire, liability, product liability, umbrella liability, real and personal property, workers’ compensation, vehicular, fiduciary liability and other casualty and property insurance maintained by each Sel... | Label: Insurances |
10f9cb86-4f15-4bf3-90c0-ae67d0b8891a | Clause:
As of the Effective Date, the Initial Borrower has no subsidiaries other than those that have been created or acquired in accordance with the Financing Documents or that have been (or will promptly be) disclosed in writing to the Administrative Agent.
Task: Classify this clause into ONE of these types (exactly... | Label: Subsidiaries |
eeab8c0e-d435-400f-9a83-4e5f8c937a3e | Clause:
Timely pay and discharge when due all of its Indebtedness and obligations, including without limitation, all assessments, taxes, governmental charges, levies, Liens and claims, of every kind and nature, imposed upon Borrower, its Subsidiaries or any of their properties, income, or profits, that, if not paid, co... | Label: Taxes |
a7a85e17-40c5-4d6b-b18a-b031200b0127 | Clause:
Executive agrees to cooperate with the Company, during the Term and for the two (2) years immediately thereafter, by being reasonably available to testify on behalf of the Company or any affiliate in any action, suit, or proceeding, whether civil, criminal, administrative, or investigative, and to assist the Co... | Label: Cooperation |
30f16cc9-95bd-4f03-9091-ee3dce6beba3 | Clause:
This Agreement may be executed in counterparts, each of which shall be deemed to constitute an original of the same Agreement, and all of which together shall constitute one single agreement, which shall be effective upon the execution hereof by all parties. A complete set of counterparts shall be made availabl... | Label: Counterparts |
4cbbca60-29e3-4fda-9992-eb656894efe7 | Clause:
The Borrower shall not, directly or indirectly, use the proceeds of any Advance or Letters of Credit, or lend, contribute or otherwise make available such proceeds to Borrower, any Subsidiary or any other Person for any purpose which would result in a violation of any Sanctions or Anti-Corruption Laws by any Pe... | Label: Sanctions |
ce1eeed5-9206-4e77-b2bf-6c50f7064c32 | Clause:
Member has the full power and authority to enter into this Agreement and to carry out its obligations hereunder. This Agreement has been duly executed by Member and constitutes the valid and binding obligation of Member, enforceable against Member in accordance with its terms, except as may be limited by bankr... | Label: Authority |
ddf92495-bb03-49e0-8604-f9f01020b027 | Clause:
Each Account shall be increased or decreased by the Interest credited to such Account since the prior Determination Date as though the balance of that Account as of such prior Determination Date had been invested in the applicable Valuation Funds chosen by the Participant.
Task: Classify this clause into ONE o... | Label: Interests |
922d2dc8-1ae2-4b78-9462-d401c25a2b8c | Clause:
While Executive is employed by the Company during the Employment Term, the Company shall pay to Executive a base salary at the annual rate of $400,000 (the “ Base Salary ”), less all legally required and authorized deductions and withholdings, in accordance with the Company’s normal payroll policies and procedu... | Label: Base Salary |
bd93df55-bcd4-4f77-8cad-db79de282f91 | Clause:
The Executive agrees and covenants that he will not at any time make, publish or communicate to any person or entity or in any public forum any defamatory remarks, comments or statements concerning the Company or its businesses, or any of its employees, officers, and existing and prospective customers, supplier... | Label: Non-Disparagement |
e5283bb4-1656-45a6-97cf-13a62ddfdded | Clause:
All issues and questions concerning the relative rights and obligations of the Company and the Securityholders under this Agreement and the construction, validity, interpretation and enforceability of this Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, witho... | Label: Governing Laws |
0e4f7ffa-b1ad-4e88-94c7-fa516a4db44d | Clause:
This Guaranty is a continuing and irrevocable guaranty of all Obligations now or hereafter existing and shall remain in full force and effect until all Obligations and any other amounts payable under this Guaranty are indefeasibly paid in full in cash and the Commitments with respect to the Obligations are term... | Label: Terminations |
a09642c5-6eba-42d0-af9a-2a0336802368 | Clause:
Client is responsible for the payment of all sales, use and excise taxes that are the legal obligation of Client in connection with the Deliverables (“ Taxes ”). All fees and other charges under any Exhibit are exclusive of Taxes. Client shall reimburse Fiserv for those Taxes that Fiserv is required to remit on... | Label: Taxes |
c86431d4-4a38-4f3b-8d36-59502480f483 | Clause:
This Agreement may be executed, including execution by facsimile or electronically transmitted signature, in multiple counterparts, each of which will be deemed an original and all of which together will be deemed to be one and the same instrument.
Task: Classify this clause into ONE of these types (exactly on... | Label: Counterparts |
f61fa81d-7bb8-4684-bf70-fe1906ac683f | Clause:
Buyer is not entering the transactions contemplated hereby with actual intent to hinder, delay or defraud either present or future creditors. Immediately after giving effect to the transactions contemplated hereby, Buyer, Buyer’s Subsidiaries and the Company will be Solvent and will have adequate capital to ca... | Label: Solvency |
3340cbf1-d864-4d3e-9717-ad480ba4564b | Clause:
Each party agrees that (i) the terms and provisions of this Amendment are confidential and constitute proprietary information of the parties; and (ii) as such, the terms and provisions of this Amendment are, and shall be, subject to the terms of Section 17.19 of the Standard Lease Provisions of the TKD Lease.
... | Label: Confidentiality |
a002e97d-7e36-4102-b3f2-f0c7e462cc35 | Clause:
No party hereto may assign either this Letter Agreement or any of its rights, interests, or obligations hereunder without the prior written consent of the other parties. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign any interest... | Label: Assignments |
fee2d8de-a31c-40c9-a9bf-875c561bba4a | Clause:
This Supply Agreement has been duly executed and delivered by the Buyer and, assuming due execution and delivery by the Manufacturer, constitutes a valid and binding obligation, enforceable against the Buyer in accordance with its terms, except as enforceability may be limited by bankruptcy, fraudulent conveyan... | Label: Authorizations |
7d611e56-293c-4bf0-a79b-d4064ff2df55 | Clause:
THIS THIRD AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, INCLUDING BOTH MATTERS OF INTERNAL LAW AND CONFLICT OF LAWS.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws,... | Label: Governing Laws |
b50e0dda-1f6a-47c7-95d3-0843b242369d | Clause:
The Administrative Agent shall have received the applicable notice of borrowing, in substantially the form attached hereto as Exhibit B , from the Borrower.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approv... | Label: Notices |
5089c7f0-31bb-4959-9771-ce3d116de11e | Clause:
With respect to the Master Lease, Guarantor warrants that: (a) this Guaranty is executed at the Tenant’s request; and (b) Guarantor has established adequate means of obtaining from each Tenant on a continuing basis financial and other information pertaining to Tenant’s financial condition. Guarantor agrees to k... | Label: Warranties |
7f830172-c761-4cc5-a1be-8a5666cdfe0f | Clause:
The purchase of Stock will be subject to withholding of all applicable income tax, employment tax, payroll tax, social security tax, social insurance, contributions, payment on account obligations or other payments required to be withheld, collected or accounted for in connection with purchase of Stock under th... | Label: Taxes |
eb3b2d4f-2634-4182-9f74-e9e7707b2c07 | Clause:
The Guarantors hereby jointly and severally agree to pay all reasonable out-of-pocket costs and expenses of the Security Agent, the Administrative Agent and each other Secured Creditor in connection with the enforcement of this Guaranty and the protection of the Secured Creditors’ rights hereunder and any amend... | Label: Expenses |
559e61ab-053a-424f-9d15-b64c9a7a0904 | Clause:
The Company may terminate the Executive’s employment if he has been unable to perform the essential functions of the Executive’s then existing position or positions under this Agreement with or without reasonable accommodation for a period of 180 days (which need not be consecutive) in any 12-month period as a ... | Label: Disability |
6a5988a2-c299-42a2-a63e-711bbb8bc4f7 | Clause:
As a material inducement to Buyer to enter into this Agreement and consummate the Contemplated Transactions, Seller hereby represents and warrants to Buyer that all of the statements contained in this Article 5 are true, correct and complete as of the date hereof and will be true, correct and complete as of the... | Label: Representations |
b9b2dc4a-c5b6-412b-b8b7-56883e936e18 | Clause:
The Additional Grantor agrees to reimburse the Administrative Agent for its out-of-pocket expenses in connection with this Assumption Agreement, including the fees, other charges and disbursements of counsel for the Administrative Agent.
Task: Classify this clause into ONE of these types (exactly one label):
A... | Label: Expenses |
b8244d77-72ba-415d-8900-cce227be3ad1 | Clause:
Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company confirms that neither it nor any other Person acting on its behalf has provided any of the Purchasers or their agents or counsel with any information that it believes constitutes o... | Label: Disclosures |
1762049b-03ae-47da-a680-98282775d7cc | Clause:
This Amendment, the Loan Agreement as amended, and the other Related Documents are the legal, valid and binding obligation of Borrower, enforceable aga i nst Borrower in accordance with their respective terms, except as enforceability may be limited by bankruptcy, insolvency or other similar laws of general a... | Label: Binding Effects |
50eb81c5-f438-4960-8f23-59c1a736a741 | Clause:
Subject to the terms and conditions hereinafter set forth, the term of Consultant’s engagement hereunder (hereinafter referred to as the “ Consultation Period ”) shall commence on the Effective Date and shall continue for a period of nine (9) months; provided that, the Company and Consultant may mutually agree,... | Label: Terms |
f4110c84-1e27-419f-813a-97130475e4bb | Clause:
Sections 6 and 7 of this Agreement shall survive the termination of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base S... | Label: Survival |
c30cc4a9-b316-445a-a1a0-88ebf11e6d07 | Clause:
Capitalized terms used but not otherwise defined herein shall have the meanings ascribed thereto in the Note.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authori... | Label: Defined Terms |
34e125e9-f852-4679-af14-78495cab099f | Clause:
Subject to the provisions of Section 2.05(b), (i) for each day during the period from the Closing Date until February 4, 2016, the principal amount of the Loan shall bear interest at the per annum rate equal to the Alternate Rate established for such day plus the Margin then in effect, and (ii) beginning on Feb... | Label: Interests |
0be68240-9b69-4d76-96cc-626b1175f809 | Clause:
The parties hereto agree that (a) on the Consent Effective Date, (i) the Administrative Agent shall deliver to Plains AAP (or its designee) all possessory Collateral held by the Administrative Agent and (ii) Plains AAP (or its designee) shall be authorized, without further action of any kind on the part of the ... | Label: Further Assurances |
eda5e9ff-7da4-4ce4-a592-7e8d372a91d1 | Clause:
This Agreement together with the License Agreement and the Operating Agreement (the “ Transaction Documents ”), and the other documents, exhibits and schedules referred to herein and therein, constitute the entire agreement between the parties hereto pertaining to the subject matter hereof, and supersede any an... | Label: Entire Agreements |
98d967fe-b569-4cf1-9014-9edbfb69e721 | Clause:
The Assignor and the Assignee each hereby agree to execute and deliver such other instruments, and to take such other action, as either party may reasonably request in connection with the transactions contemplated by this Assignment and Acceptance, including the delivery of any notices or other documents or ins... | Label: Further Assurances |
8e227023-ccb9-4c50-9045-4d70ad1c0dac | Clause:
If any part of this Agreement is held to be void or unenforceable by any court or under any law, that part shall be deemed stricken and all remaining provisions shall continue to be valid and binding upon the Parties.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreemen... | Label: Severability |
b57df2da-71b5-4096-9de3-2348484fca06 | Clause:
On or prior to the Restatement Effective Closing Date, the Administrative Agent shall have received true and correct copies of the historical financial statements, the pro forma financial statements and the Projections referred to in Sections 6.05(a), (c) and (d) , which historical financial statements, pro for... | Label: Financial Statements |
2cdb4f11-e08b-49a3-805a-caf172f91dcc | Clause:
Subject to the terms and conditions set forth herein, at the Closing (as defined in Section 1 ), Seller shall sell, transfer and assign to Buyer, and Buyer shall purchase from Seller, all of Seller’ right, title and interest in and to the Shares. The purchase price for the Shares and Indebtedness shall be an ag... | Label: Sales |
b9ba7621-0ebe-48c3-bd1b-6e43f120d7ff | Clause:
The Borrower shall pay all reasonable out-of-pocket expenses of the Administrative Agent incurred in connection with the preparation, execution and delivery of this Amendment and the other instruments and documents to be delivered hereunder, if any (including the reasonable fees, disbursements and other charges... | Label: Expenses |
23119d8c-204f-4c93-8ed2-3266db8584fc | Clause:
The provisions of this Credit Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of... | Label: Successors |
cc06d57b-d7c5-4275-8f4e-8abe2d5f7540 | Clause:
The Parent Borrower and its Subsidiaries (taken as a whole), both before and after giving effect to any Credit Extensions, are Solvent.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Ass... | Label: Solvency |
15c48079-c441-4ed0-9f7e-dae40cb6f5b3 | Clause:
All representations and warranties made hereunder and in any other Loan Paper or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by Admini... | Label: Warranties |
edd35776-248f-45ea-9979-c85e0901b6bc | Clause:
Each party agrees to hold and keep the information in this Agreement confidential and will not disclose any of such information in any manner whatsoever, except as may otherwise be required by applicable law.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amend... | Label: Confidentiality |
df5c39de-2b45-4a71-943b-08cd4517dfee | Clause:
The Executive is hereby employed on the Effective Date as the Group Vice President Legal Affairs, General Counsel and Secretary of the Board. In his capacity as Group Vice President Legal Affairs, General Counsel, the Executive shall have the duties, responsibilities and authority commensurate with such positio... | Label: Employment |
72713163-7e00-419b-9e00-df9d66636e63 | Clause:
If the amount of Losses for any Fiscal Year that otherwise would be allocated to a Partner under Section 6.1(a) or this Section 6.1(b) would cause or increase an Adjusted Capital Account Deficit of such Partner as of the last day of such Fiscal Year (after all other allocations have been made pursuant to this S... | Label: Adjustments |
d2a62a70-6ab2-4db1-8872-348117cda506 | Clause:
Scientists at ImmunoGen and Biotest shall cooperate in the performance of the Research Program and, subject to the terms of this Agreement and any confidentiality obligations to Third Parties, shall exchange such data, information and materials as is reasonably necessary for the other Party to perform its oblig... | Label: Cooperation |
ce2260fd-10b3-42a7-84f0-8782d7366d47 | Clause:
This Agreement supersedes any and all other prior understandings and agreements, either oral or in writing, between the parties with respect to the subject matter hereof and constitute the sole and only agreements between the parties with respect to the said subject matter. All prior negotiations and agreements... | Label: Entire Agreements |
6fdec763-9759-472d-9dad-af3b29384500 | Clause:
The Proprietary Inventions and Assignment Agreement and the Company's and Executive's responsibilities under Sections 7, 8, 9, 10, 11, 13, 14, 15 and 16 will survive the termination of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, A... | Label: Survival |
450e8e2c-bdb8-417d-b5eb-8ec7cb19aa7f | Clause:
Capitalized terms not otherwise defined herein shall have the same meanings ascribed to them in the Plan. Whenever the following terms are used in this Agreement, they shall have the meanings set forth below.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amend... | Label: Definitions |
f190288b-9f15-4908-9052-2b5d2f95fc44 | Clause:
This Agreement constitutes the entire agreement of the parties hereto and supersedes in their entirety all prior or contemporaneous representations, understandings, undertakings or agreements (whether oral or written and whether expressed or implied) of the parties with respect to the subject matter hereof, inc... | Label: Entire Agreements |
793fc434-67da-417e-a22c-deee0204a613 | Clause:
All representations and warranties of Seller contained in this Agreement shall be true and correct in all material respects on and as of the Closing Date with the same force and effect as though made on and as of such date.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Ag... | Label: Representations |
88c651d8-b9cf-4578-ac7f-b7953d324dcc | Clause:
The parties to this Agreement each hereby waives, to the fullest extent permitted by law, any right to trial by jury of any claim, demand, action, or cause of action (i) arising under this Agreement or (ii) in any way connected with or related or incidental to the dealings of the parties hereto in respect of th... | Label: Waiver Of Jury Trials |
096dd3bc-e34b-4cf6-ace4-a2d75e13f9cd | Clause:
This Limited Waiver and the PSA (as may be amended from time to time in accordance with its terms) represent the entire understanding of the parties hereto with respect to the matters covered herein and therein. This Limited Waiver may only be amended, modified or supplemented by an agreement in writing signed ... | Label: Miscellaneous |
6fe239e9-0b7b-4465-b3f7-f8329980c322 | Clause:
Subject to the terms herein, either party may terminate the Executive’s employment at any time; provided that the Executive will be required to provide the Company at least ninety (90) days’ advance written notice of the Executive’s voluntary resignation and the Company will be required to provide the Executive... | Label: Terminations |
4349bf20-da84-4178-b477-1f816427c6a9 | Clause:
(a) The Loans comprising ABR Borrowings shall bear interest at 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, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Auth... | Label: Interests |
54225f4b-ff79-45fd-9edf-d5c07a138681 | Clause:
The Borrower shall have paid to the Agent on the Third Amendment Effective Date (i) for the account of each Lender, a consent fee equal to the sum of (A) 0.15% of such Lender’s Commitment immediately prior to the effectiveness of this Amendment and (B) 0.35% of such Lender’s Increased Commitment Amount and (ii)... | Label: Expenses |
288346f0-6da2-4eb2-a258-89047ee3a547 | Clause:
This Agreement shall commence on the Commencement Date and shall continue for a term of twelve (12) months (the “ Initial Term ”) or until Manager is terminated pursuant to Section 11 of this Agreement. For avoidance of doubt, the Initial Term shall be automatically extended for additional twelve (12) month per... | Label: Terms |
1b5d9884-e26a-4ce5-9528-8ac52becc848 | Clause:
This Agreement will be governed by and construed in accordance with the internal laws of the State of California.
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: Governing Laws |
de060424-3585-4de9-8e93-ef4a7d7844d6 | Clause:
Executive acknowledges that in the course of his relationship with the Company and its related entities Newpark Drilling Fluids, Newpark Mats and Integrated Services, Newpark Canada, and other affiliates (the “ Related Entities ” or referred to collectively with Newpark Resources as the “ Company ”) he will in ... | Label: Confidentiality |
6a0aba98-0ba3-4c28-8824-878988e17a5e | Clause:
Except as otherwise expressly set forth herein, this MOU embodies the complete agreement and understanding among the Parties hereto with respect to the subject matter hereof and supersedes and preempts any prior understandings, agreements or representations by or among the Parties, written or oral, which may ha... | Label: Entire Agreements |
ad4a40c8-a824-4306-b43b-3d9bc9d93060 | Clause:
Except for the security interest granted to the Collateral Agent for the benefit of the Secured Parties pursuant to this Agreement and Permitted Collateral Liens, such Pledgor owns and has rights and, as to Pledged Collateral acquired by it from time to time after the date hereof, will own and have rights in ea... | Label: Titles |
5696f90f-368b-4bd6-b880-83e197dc21ec | Clause:
The PLAN ADMINISTRATOR shall be deemed to have delegated its duties and powers for determining benefits, eligibility for benefits and/or other PLAN operations to a third party administrator, insurer or other person where such person has been appointed by the PLAN ADMINISTRATOR or its delegate to make such deter... | Label: Powers |
c53fbc6e-36c8-4171-967c-73acc56855aa | Clause:
No Event of Default or Unmatured Event of Default shall have occurred and be continuing either before or immediately after giving effect to this Amendment.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approva... | Label: No Defaults |
189b59ed-f94f-4bd6-a2f6-725c4a716396 | Clause:
The Company agrees to pay to the Administrative Agent, for its own account, fees payable in the amounts and at the times separately agreed upon between the Company and the Administrative Agent. All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent... | Label: Fees |
be8f1d4d-0ac0-4a93-8357-457f1ec2e6ab | Clause:
ERISA means the Employee Retirement Income Security Act of 1974, as amended, and includes applicable DOL regulations.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns,... | Label: Erisa |
596ea6b6-b87e-417d-90a6-2d577c76a24b | Clause:
In consideration for all services rendered by Executive during the term of this Agreement, Employer shall pay Executive an annual base salary (before all customary and proper payroll deductions) of $253,148 as adjusted from time to time (“Base Salary”). The Board of Directors of the Employer shall review Execut... | Label: Base Salary |
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