id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
36a474bb-2df0-4638-ab47-ef9fb25868d4 | Clause:
The Loan Parties agree to promptly take such action, upon the reasonable request of the Administrative Agent, as is necessary to carry out the intent of this Fourth Amendment.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Appl... | Label: Further Assurances |
fd44a0bf-b067-4f8a-b9b7-6bbc90389861 | Clause:
Except as otherwise provided below, all amounts due from Takeda to MTEM under this Agreement are gross amounts. Takeda shall be entitled to deduct the amount of any withholding taxes payable or required by Applicable Law to be withheld by Takeda, its Affiliates or Sublicensees, to the extent Takeda, its Affilia... | Label: Taxes |
82e06ad5-38c1-48eb-97af-1c26fc5ee22f | Clause:
There is no pending, contemplated or threatened proceeding by or before any Official Body against or affecting Borrower which, if adversely decided, would have a material adverse effect on the financial condition, assets, properties, management, operations or business of Borrower or on the ability of Borrower t... | Label: Litigations |
b61c9cf4-8346-4d7f-875a-fc8a207b2acb | Clause:
All information and communications between the Parties relating to an Agreement Dispute and/or under the procedures in Sections 22.2 and 22.3 shall be considered “Confidential Information” under Article XIV herein.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements,... | Label: Confidentiality |
0b96c5a5-dd1b-45f3-8f94-3ef29e0f206e | Clause:
This Agreement shall be governed by and construed under the laws of the State of South Carolina without regard to conflicts-of-law principles that would require the application of any other law.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Co... | Label: Governing Laws |
5faeeb59-48ac-464c-91f7-ad568235ed09 | Clause:
This Agreement, the other Loan Documents and the agreements regarding certain Fees referred to herein constitute the entire contract between the parties relative to the subject matter hereof. Any previous agreement among or representations from the parties or their Affiliates with respect to the subject matter ... | Label: Entire Agreements |
ca8ea634-e88b-447d-b083-7199875d3ec7 | Clause:
To the extent, if any, that the Executive retains any right, title or interest with respect to any Creations delivered to the Company or related to the Executive’s employment with the Company, the Executive hereby grants to the Company an irrevocable, paid-up, transferable, sub-licensable, worldwide right and l... | Label: Assignments |
1eb7ba95-890e-41dc-80c9-44aad5bf8274 | Clause:
In the event any one or more of the provisions contained in this Agreement or in any other Credit Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impai... | Label: Severability |
64bfd769-a34a-462d-b78e-dd0c2a35967d | Clause:
Each of the parties irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligations arising hereunder shall be brought and determined exclusively in the Federal courts of the United States sitting in Harris County, Texas, and any appellate court from any such... | Label: Jurisdictions |
1fca2e10-052d-4b26-aad2-14ee8fbb70ed | Clause:
On the Effective Date, immediately after the consummation of the Transactions to occur on the Effective Date, the Borrower and its Subsidiaries are, on a consolidated basis after giving effect to the Transactions, Solvent.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agr... | Label: Solvency |
c45180ba-e41c-4bde-ae2c-5bc981643b33 | Clause:
This Lease shall be governed by and construed and enforced in accordance with the internal laws of Delaware, without regard to the conflict of laws rules thereof; provided that that the law of the applicable Situs State shall govern procedures for enforcing, in the respective Situs State, provisional and other ... | Label: Governing Laws |
e1fdc529-8e12-466c-a102-8091cafeb49a | Clause:
The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights as described in the SEC Reports as necessary o... | Label: Intellectual Property |
490b8715-cc71-4d58-860c-8cfee49d2ebe | Clause:
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of this Agreement may be effected by email.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments... | Label: Counterparts |
60210bf9-fde8-46f8-aa25-000e9ac3ae3f | Clause:
The consummation of the transactions contemplated hereby shall not contravene, violate or conflict with in any material respect, nor involve the Borrower, the Security Trustee, the Facility Agent or any Lender in any material violation of, any Contractual Obligation of the Borrower.
Task: Classify this clause ... | Label: No Conflicts |
3457280f-fe0e-4014-87f7-d4084574b102 | Clause:
Whenever any Borrower desires the issuance of a Letter of Credit, Crawford shall give any Issuing Bank written notice on behalf of such Borrower (and each Borrower hereby irrevocably and unconditionally authorizes Crawford to give any such notice from time to time in any form or substance as permitted under thi... | Label: Notices |
62ae522a-f187-40e7-9f97-beb517029515 | Clause:
This Patent Security Agreement shall continue in effect (notwithstanding the fact that from time to time there may be no Obligations outstanding) until (i) the Security Agreement and the Note have terminated pursuant to their express terms and (ii) all of the Obligations have been indefeasibly paid and performe... | Label: Terminations |
2537c9a2-b1e4-4fce-8676-5106c7dbd560 | Clause:
Each Loan Party hereby irrevocably and unconditionally submits, for itself and its property, to the non-exclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any t... | Label: Submission To Jurisdiction |
d9b2909a-19ba-49c3-aee4-989950878e73 | Clause:
In the event that a third party at any time provides written notice of a claim to, or brings an Action against any party, or any of such party’s respective Affiliates or sublicensees, claiming infringement of its Patent Rights or unauthorized use or misappropriation of its Know-How, based upon the development, ... | Label: Notices |
3be562d2-a56c-4fde-8060-17605eee9dc9 | Clause:
All notices and other communications hereunder shall be in writing, and shall be deemed to have been duly given if delivered personally or if sent by overnight courier or by certified mail, return receipt requested, postage prepaid, to the relevant address set forth below, or to such other address as the recipi... | Label: Notices |
bef235c4-3635-41bb-9802-2b519d8286af | Clause:
This Agreement is personal to Executive and without the prior written consent of the Company will not be assignable by Executive other than by will or the laws of descent and distribution. This Agreement will inure to the benefit of and be enforceable by Executive’s surviving spouse, heirs and legal representat... | Label: Successors |
aa9d8e79-5d2b-4f10-b2eb-041bc2f26799 | Clause:
In the event that any dividend or other distribution (whether in the form of cash, Shares, other securities or other property, but excluding regular, quarterly and other periodic cash dividends),stock split or a combination or consolidation of the outstanding Shares into a lesser number of shares, is declared w... | Label: Adjustments |
de8e42f6-2c03-4ea9-9a94-5bdc8777a5b7 | Clause:
During the two (2) years prior to the date hereof, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act (all of the foregoing filed prior to the date hereof or prior to the Closing Date,... | Label: Financial Statements |
31b59c3f-92e0-4f6a-b3ef-ce389fbb6bcc | Clause:
This Agreement shall inure to the benefit of and be binding upon the Parties hereto and their respective successors and permitted assigns. This Agreement shall not be assigned by any of the Parties without the prior written consent of the other Parties and any purported assignment or other transfer without such... | Label: Binding Effects |
a213e8bb-ec72-470d-ac45-44c795a609ba | Clause:
If the Exploitation of a Licensed Product in the Territory pursuant to this Agreement results in, or is reasonably expected to result in, any claim, suit or proceeding by a Third Party alleging infringement by Allergan or any of its Affiliates or its or their Sublicensees, distributors or customers (a “ Third P... | Label: Notices |
bf08d7e8-cc3c-4800-96a3-b059ba7c0ff6 | Clause:
Enter into any transaction of any kind with any Affiliate of the Parent Guarantor, whether or not in the ordinary course of business, other than on fair and reasonable terms substantially as favorable to such Borrower or such Subsidiary Guarantor as would be obtainable by such Borrower or such Subsidiary Guaran... | Label: Transactions With Affiliates |
774be8d3-51f1-4d6b-b7fc-8b4b8724d8a0 | Clause:
The parties hereto have participated jointly in the negotiation and drafting of this Agreement, and any rule of construction or interpretation otherwise requiring this Agreement to be construed or interpreted against any party by virtue of the authorship of this Agreement shall not apply to the construction and... | Label: Interpretations |
05ebb37f-25ff-4fc2-bb2e-516aa07b0a86 | Clause:
On the Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchaser agrees to purchase, up to an aggregate of 110,450 of Shares. Upon receiving the Purchaser’s Subscription Amount on the Closing Date and the delivery by the Purchaser of the other ite... | Label: Closings |
9821922f-340d-4ae0-abde-b0045deed73c | Clause:
This Agreement shall be binding upon and inure to the benefit of the parties and the respective successors and assigns. This Agreement shall not be assignable by any party, except with the prior written consent of the other parties.
Task: Classify this clause into ONE of these types (exactly one label):
Adjust... | Label: Assignments |
360fa2a6-c43d-448b-bca4-b731251b8201 | Clause:
As of the Closing and immediately after giving effect to the Transactions, Sellers shall (i) be able to pay their debts as they become due, (ii) own property that has a fair saleable value greater than the amounts required to pay their debts (including a reasonable estimate of the amount of all of their conting... | Label: Solvency |
5c29eed6-36d2-424b-99cf-bce077a59cdb | Clause:
Subject to the provisions of Section 2.20 (which shall be controlling with respect to the matters covered thereby), in the event that any Lender shall determine (which determination shall, absent manifest error, be final and conclusive and binding upon all parties hereto) that (A) any law, treaty or governmenta... | Label: Taxes |
da7cb9f8-3667-4104-8b84-78c1c4b7fde0 | Clause:
Except as specifically set forth herein, no action or failure to act by any Party shall constitute a waiver of any right or duty afforded to such Party under this Agreement, nor shall any such action or failure to act constitute an approval of or acquiescence in any breach of this Agreement except as may be spe... | Label: No Waivers |
e1b050fb-862d-4dd5-9fe0-c9f177b09908 | Clause:
Any dispute arising out of or asserting breach of this Agreement, or any statutory or common law claim by the Executive relating to his employment under this Agreement or the termination thereof (including any tort or discrimination claim), shall be exclusively resolved by binding statutory arbitration in accor... | Label: Arbitration |
f0d15d93-e509-45be-9b70-73d658e63bdb | Clause:
This Agreement shall be applicable both before and after the commencement of any Insolvency or Liquidation Proceeding and all converted or succeeding cases in respect thereof. The relative rights of Claimholders in or to any distributions from or in respect of any Collateral or Proceeds of Collateral shall cont... | Label: Enforceability |
bb915d86-7ed3-4b21-a11e-af556359d225 | Clause:
The Administrator may accelerate the vesting of all or a portion of the Unreleased Shares in such circumstances as it, in its sole discretion, may determine. Participant acknowledges that the Shares are subject to adjustment, modification and termination in certain events as provided in this Agreement and the P... | Label: Adjustments |
23432f2c-df52-46a1-a7bb-dce02f782777 | Clause:
No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of the Company, threatened by or against any Borrower or against any of their respective properties or revenues (including with respect to the Loan Documents) that would reasonably be... | Label: Litigations |
951d0efb-275a-4811-a917-709035b0bd7d | Clause:
Assignor hereby assigns, transfers and sets over unto Assignee all of Assignor’s right, title and interest in and to (collectively, the “ Assigned Interests ”) (a) the leases set forth on the rent roll attached hereto as Exhibit A and made a part of this Assignment and any other lease, license or right of occup... | Label: Assignments |
7b593ae2-f485-4445-894b-5eedffac4c70 | Clause:
The Buyer shall have all rights and remedies set forth in the Transaction Documents and all rights and remedies which such holders have under any law. Any Person having any rights under any provision of this Agreement shall be entitled to enforce such rights specifically to recover damages by reason of any brea... | Label: Remedies |
ab519adf-8902-432b-9c10-9225b5a05313 | Clause:
Each Loan Party (at its expense) shall obtain, or cooperate with Agent to obtain, agreements, documents, instruments, and papers (all in Proper Form) as Agent may from time to time request to attach or preserve the attachment, and to perfect or preserve the perfection and priority, of Agent’s security interests... | Label: Further Assurances |
082efbb1-d5d2-489e-a4d3-73ecedf9b7de | Clause:
Borrower has good, marketable and insurable fee simple title to the real property comprising part of the Property and good title to the balance of the Property, free and clear of all Liens whatsoever except the Permitted Encumbrances. The Security Instrument, together with any Uniform Commercial Code financing ... | Label: Titles |
df2a9d42-6b4c-43b7-a7db-ca682168c82b | Clause:
The Nonqualified Stock Option Agreement shall state when the Nonqualified Stock Option becomes exercisable ( i.e. "vests") and, if applicable in the Administrator's discretion, shall describe the Performance Objectives and Performance Period upon which vesting is based, the manner in which performance shall be ... | Label: Terms |
b0ba5879-2c79-41a6-a97c-b6bf96cf044d | Clause:
The Plan, the exercise of Options and SARs and the obligations of the Company to issue or transfer shares of Company Stock under Grants shall be subject to all applicable laws and regulations, and to approvals by any governmental or regulatory agency as may be required. With respect to persons subject to sectio... | Label: Compliance With Laws |
606674b6-111e-47b0-b8cd-9af79258e340 | Clause:
Awards granted under the Plan must be approved by a majority of the Company’s “Independent Directors” (as defined under the NASDAQ Listing Rules) or the independent Compensation Committee of the Board, in each case acting as Administrator.
Task: Classify this clause into ONE of these types (exactly one label):... | Label: Approvals |
95bf903e-3198-4d64-8470-b10cd3218df9 | 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 RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THE... | Label: Waiver Of Jury Trials |
d1650fcc-14b2-47b4-9829-ac56df181fd2 | Clause:
The provisions of this Agreement shall be deemed severable, and the invalidity or unenforceability of any one or more of the provisions hereof shall not affect the validity or enforceability of any other provision. In the event any clause of this Agreement is deemed to be invalid, the parties shall endeavor to... | Label: Severability |
ee9f6e87-41c0-40b8-a80f-edbebf610823 | Clause:
At or after the Effective Time, Performance Shares described in this Section 5 shall not be subject to Section 3(c) or Section 4(c) of the Award Agreement or the accelerated vesting and payment triggers related to a Change in Control and described in the Change in Control Policy or the WGL Holdings, Inc. and Wa... | Label: Change In Control |
513f0fea-9c7d-44c2-8036-8a8e973fee3a | Clause:
This Agreement has been, and each other Loan Document, when delivered hereunder, will have been, duly executed and delivered by each Loan Party that is party thereto. This Agreement constitutes, and each other Loan Document when so delivered will constitute, a legal, valid and binding obligation of each Loan Pa... | Label: Binding Effects |
8c489fa2-2639-4f46-add7-28a55efc57e2 | Clause:
This Agreement constitutes and expresses the entire agreement between the Parties with respect to the subject matter hereof. All previous discussions, promises, representations and understandings relative thereto are hereby merged in and superseded by this Agreement.
Task: Classify this clause into ONE of thes... | Label: Entire Agreements |
54841f6a-3847-4a09-a2c9-3341243a254e | Clause:
If any one or more of the provisions contained in this Agreement shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal or unenfo... | Label: Severability |
05340e5c-ca21-47ed-bbbd-0d589c8731bd | Clause:
Subject to the terms and conditions set forth in this Agreement, the Company hereby employs Executive for the Employment Term as hereafter defined. During the Employment Term, Executive shall have such duties and responsibilities as directed by the Company, including taking positions with Subsidiaries (as defin... | Label: Employment |
77495b66-ab33-4fa5-ab90-691050613b34 | Clause:
Pledgor will upon demand pay to Lender the amount of any and all reasonable expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, which Lender may incur in connection with (a) the exercise or enforcement of any of the rights of Lender hereunder, or (b) the failure by... | Label: Expenses |
3d5bdb8c-dc68-4879-84b7-58392dfb00db | Clause:
Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, the court making s... | Label: Severability |
35c69a8f-df3c-4035-b6aa-0178b015b2db | Clause:
Upon the receipt of the signatures of each of the Lenders authorizing the Administrative Agent to execute this Amendment on its behalf, each of such Lenders shall be deemed to have acknowledged receipt of, and consented to and approved the amendments and modifications to the Loan Documents set forth herein and ... | Label: Consents |
83894cb3-88da-4584-8f17-9043c9a17188 | Clause:
No provision of this Agreement or any related document shall be construed against or interpreted to the disadvantage of any party hereto by reason of such party’s having or being deemed to have structured or drafted such provision.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustm... | Label: Interpretations |
bc2378cf-c302-457b-9a02-d0ca4b75c961 | Clause:
This Note has been issued subject to certain investment representations of the original Holder set forth in the SPA and may be transferred or exchanged only in compliance with the SPA and applicable federal and state securities laws and regulations. The rights and obligations of the Company and the Holder of t... | Label: Assignments |
789331bc-487b-4962-a48d-524baf3caf2a | Clause:
The parties to each assignment shall (A) execute and deliver to the Administrative Agent an Assignment and Acceptance via an electronic settlement platform, or manually if previously confirmed, together with a processing and recordation fee of $3,500 unless waived in the sole discretion of the Administrative Ag... | Label: Assignments |
9f62d167-73eb-4b83-a1b2-597325871bd5 | Clause:
The execution, delivery and performance of the Transaction Documents by such Investor will not (i) conflict with or result in a material breach or material violation of (a) any of the terms and provisions of, or constitute a material default under, its organizational documents, as in effect as of immediately pr... | Label: No Conflicts |
0c340e2b-a430-488c-ad25-bc54587c3c48 | Clause:
The Holders, in addition to being entitled to exercise all rights granted by law, including recovery of damages, shall be entitled to specific performance of their rights under this Agreement. The Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach... | Label: Remedies |
8819fe89-a34c-4b0b-ab3c-80231e3bcde5 | Clause:
Purchaser acknowledges that the confidential information provided to them in connection with this Agreement, and the consummation of the transactions contemplated hereby, is subject to the terms and conditions of the Confidentiality Agreement.
Task: Classify this clause into ONE of these types (exactly one lab... | Label: Confidentiality |
ea2338aa-1c5e-4da0-9469-38e3c96a57e1 | Clause:
The Administrative Agent shall have received a Notice of Borrowing or Notice of Conversion/Continuation, as applicable, from the Borrower in accordance with Section 2.3(a) , 4.2 or 5.2 , as applicable.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments,... | Label: Notices |
a2308fe4-6fe7-4172-94c4-b35f8266bd19 | Clause:
The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party, has been duly authorized by all necessary corporate or other organizational action, and does not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b)... | Label: Authorizations |
4bfa4698-d7fd-4868-af42-79c9450be5be | Clause:
THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, BUT WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS TO THE EXTENT THAT THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
Task: Classify this claus... | Label: Governing Laws |
35e6b612-8ea9-43b3-9512-b8ae3af249f0 | Clause:
This Agreement shall be construed and interpreted in accordance with the internal laws of the State of New York without giving effect to the conflict of laws principles thereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Ap... | Label: Governing Laws |
0e736c46-5048-4499-9290-85f98703618a | Clause:
The Company shall be entitled to withhold the amount of applicable withholding taxes in any manner provided in Section 3.4(a) of the Plan, including, at the election of the Participant, by having the Company deduct from any shares delivered upon the exercise of the Option such shares having a value equal to the... | Label: Tax Withholdings |
6db8440e-076b-4cd0-b62f-a5f2e7c139d2 | Clause:
All covenants, agreements, representations and warranties made by the Borrowers and the other Loan Parties in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the ... | Label: Survival |
191144cf-da2e-4636-be2d-f0d7317c8377 | Clause:
The Executive’s employment under this Agreement shall terminate upon her death.
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 Salar... | Label: Death |
f2f3f2a9-4c50-4a51-bb78-db1b218c6f6d | Clause:
This Agreement shall become effective as to any party to this Agreement when a counterpart hereof executed on behalf of such party shall have been delivered to the Collateral Agent and a counterpart hereof shall have been executed on behalf of the Collateral Agent, and thereafter shall be binding upon such part... | Label: Binding Effects |
80a0fb8a-6f75-4298-bd37-a6f24fbff23a | Clause:
After giving effect to the transactions contemplated by this Agreement and the other Loan Documents, including all Loans made or to be made hereunder, and assuming that the Contribution Agreement creates an asset of those parties entitled to contribution under the Contribution Agreement, neither the Borrower no... | Label: Solvency |
e4ec1bf9-882d-4617-b4a8-0e47527c98fc | Clause:
This Agreement, the other Financing Agreements and any other document referred to herein or therein shall be binding upon and inure to the benefit of and be enforceable by Lender, the Loan Parties and their respective successors and assigns, except that no Loan Party may assign its rights under this Agreement, ... | Label: Successors |
7cec474d-be72-40c6-aaa6-1548367dd2ca | Clause:
This Warrant and all rights, obligations and liabilities hereunder shall be governed by, and construed in accordance with, the internal laws of the State of Nevada, without giving effect to the conflicts-of-law principles thereof. Any action brought by either party against the other concerning the transactions ... | Label: Governing Laws |
3be25683-8e9a-4586-9f0f-c11bdb517b42 | Clause:
Except as otherwise indicated in this Amendment No. 25, all terms defined in the GTA or SBP shall have the same meanings when used in this Amendment No. 25. This Amendment No. 25 constitutes the complete and exclusive agreement between the Parties with respect to the subject matter of this Amendment No. 25, and... | Label: Entire Agreements |
c0375b54-7fcc-4d83-b4da-f9e2ecadecf5 | Clause:
The parties hereto acknowledge and agree that each party has reviewed and negotiated the terms and provisions of this Agreement and has had the opportunity to contribute to its revision. Accordingly, any rule of construction to the effect that ambiguities are resolved against the drafting party shall not be emp... | Label: Construction |
55d87de2-c747-4b0e-9ea8-631f8b114765 | Clause:
This Second Amendment may be executed in counterparts. Each counterpart shall be deemed an original, and all counterparts shall be deemed the same instrument with the same effect as if all parties hereto had signed the same signature page.
Task: Classify this clause into ONE of these types (exactly one label):... | Label: Counterparts |
9a1d6443-be81-45b8-a064-639eae1b2f2d | Clause:
This Agreement, including Exhibit A and Exhibit B hereto and any copies thereof executed by the parties, (a) contains the entire Agreement of the parties relating to the subject matter of this Agreement and supersedes any prior agreements or understandings with respect thereto; and (b) shall be binding upon and... | Label: Miscellaneous |
25c5755c-4592-4b1e-ae8a-422da72f60c7 | Clause:
Except as set forth on Schedule 7.13 , each Borrower: (a) is not in violation of any laws, ordinances, or governmental rules or regulations to which it or its business is subject, the violation of which would materially and adversely affect the business or condition (financial or otherwise) of the Borrowers, an... | Label: Compliance With Laws |
3467eb2f-b08a-4eaa-82b1-9251b4645351 | Clause:
The representations and warranties of Seller set forth in Sections 9.1 , 9.2 , 9.17 and 9.19 hereof, as well as the right and ability of Buyer to enforce the same and/or to seek damages for its breach, shall survive the Closing. The representations and warranties of Seller set forth in Sections 9.3 through 9.16... | Label: Survival |
b58241e0-2c85-4e33-8298-b7b43bc17e09 | Clause:
The representations and warranties of the parties contained in this Agreement, any certificate delivered pursuant hereto shall survive the Closing through and including the 18 month anniversary of the Closing Date (the “ General Survival Period ”); provided , that (a) the representations and warranties of Share... | Label: Warranties |
07c906eb-bf42-4788-b4b8-4ba9e055dcc3 | Clause:
(a) Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of an applicable Wit... | Label: Taxes |
1440ef1f-4d42-4e20-86c7-39e8b53a5a4c | Clause:
All communications hereunder shall be in writing and, if sent to any of the Initial Purchasers, shall be delivered or sent by mail, telex or facsimile transmission and confirmed in writing to Deutsche Bank AG, London Branch, Winchester House, 1 Great Winchester Street, London EC2N 2DB, United Kingdom, Attention... | Label: Notices |
bf41e37f-0ff9-4690-96eb-7f1f9e826ee5 | Clause:
Except as otherwise provided in Section 4, unless required by law, the Employee shall not disclose the existence or contents of this Release to anyone other than his immediate family, accountants or attorneys, and the Employee shall instruct such third parties not to disclose the same. This Release shall be gov... | Label: Miscellaneous |
eddd9c06-7b3f-4254-9d71-64888f9b1d35 | Clause:
Assignor makes no representations or warranties of any kind with regard to this Assignment, except that Assignor represents that the 5% Percentage Interest is free from liens, claims and rights of any person or party, other than the security interest created by the Pledge Agreement and the Assignee, and the ass... | Label: Representations |
9a89c238-d96a-4fbd-aacb-d60ecf5717c5 | Clause:
This Agreement (including the Schedules and Exhibits attached hereto) and the Notes and Security Agreement constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and thereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjus... | Label: Entire Agreements |
70318553-248c-40d3-a85c-1d6d86c37f60 | Clause:
Subject to Sections 8 and 9 below and notwithstanding anything in any employment or other agreement between the Participant and the Corporation to the contrary, to the extent that the performance criteria set forth on Appendix A hereto is determined by the Administrator to be satisfied, the actual number of sha... | Label: Vesting |
5349d555-a057-4960-b88d-49519b8e84b0 | Clause:
This instrument will expire and terminate (without relieving the Company of any obligations arising from a prior breach of or non-compliance with this instrument) upon the earliest of: (i) the issuance of stock to the Investor pursuant to Section 1(a); (ii) the payment, or setting aside for payment, of am... | Label: Terminations |
30119b02-abdf-4009-8f1b-c3be7304da36 | Clause:
The Company shall have the power and the right to deduct or withhold, or require the Employee to remit to the Company, an amount sufficient to satisfy federal, state and local taxes required by law to be withheld with respect to any taxable event arising as a result of the grant or exercise of the Option. With ... | Label: Withholdings |
b3cec613-9914-420d-bc61-f06293e98325 | Clause:
As of the time when each of its Accounts arises, each Pledgor shall be deemed to have represented and warranted that such Account and all records, papers and documents relating thereto (i) are genuine and correct and in all material respects what they purport to be, (ii) to the Pledgor’s knowledge, represent th... | Label: Warranties |
2c5fd2a0-87e8-4fb8-9953-1f47ae58ed7f | Clause:
If the number of outstanding shares of Company Stock is increased or decreased as a result of a stock dividend, stock split or combination of shares, recapitalization, merger in which the Company is the surviving corporation, or other change in the Company's capitalization without the receipt of consideration b... | Label: Adjustments |
00748a60-cafb-41d8-9545-a0647d61b279 | Clause:
This Amendment has been duly executed and delivered by the Loan Parties. This Amendment and each Loan Document (as amended or modified hereby) is the legal, valid and binding obligation of each Loan Party, enforceable against each Loan Party in accordance with its terms, except as enforcement may be limited by ... | Label: Enforceability |
f02b2770-54b9-4487-9762-ec1479368323 | Clause:
Except for matters in existence on the Closing Date and described on Schedule 6.19 , there are no actions, suits or proceedings pending nor, to its knowledge, threatened against or in any other way relating adversely to or affecting any Credit Party or any Subsidiary thereof or any of their respective propertie... | Label: Litigations |
8c68a0ec-1829-4841-bcba-ddb2143507fd | Clause:
All long-term borrowings by the Borrower from the Holder from June 3, 2015 and all payments on account of principal hereof shall be recorded by the Holder in its books and records; provided, however, that no failure to keep or any error in such records or endorsements shall affect the obligations of the undersi... | Label: Records |
823dedf0-3e68-4cc9-b960-2fdeb5aba5e6 | Clause:
Each Grantor agrees to defend, indemnify and hold harmless Secured Party and its officers, employees, and agents against: (a) all obligations, demands, claims, and liabilities claimed or asserted by any other party in connection with the transactions contemplated by this Agreement; and (b) all losses or expense... | Label: Indemnity |
4e324e3d-bfad-4b8c-8d54-deef27c4d97c | Clause:
The term of the Executive’s employment shall be one year from the Effective Date of this Agreement (the “Term”). Unless earlier terminated as provided in Section 7 of this Agreement, or unless the Executive or Good Times gives ninety days prior written notice to the other to the contrary, upon the end of the T... | Label: Terms |
a67a322d-1426-44b9-b21b-ae4132c47eed | Clause:
Date . Subject to the satisfaction (or written waiver) of the conditions thereto set forth in Section 6 and Section 7 below, the date and time of the issuance and sale of the Note pursuant to this Agreement (the "Closing Date") shall be 5:00 P.M., Eastern Standard Time on or about September 11, 2017 , or such o... | Label: Closings |
f5d44ebd-9e87-4a25-8f04-eb85f27564ae | Clause:
Change in Control shall be defined in Section 10.2.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects... | Label: Change In Control |
1bccabf0-0f90-4385-9401-ff86566289ee | Clause:
Except as may be required by law, Employee agrees that she shall keep the existence and terms of this Agreement and Release and terms of settlement confidential and that she will not disclose, directly or indirectly, such terms to third persons, except that Employee may disclose the terms of this Agreement and ... | Label: Releases |
3e63bd14-6b7a-46f0-8e80-fcc3c17bf939 | Clause:
Any other provisions of this Agreement notwithstanding, Section 9(b)(ii) and (iii) shall not apply unless and until: (i) Executive has executed and delivered a full and complete general release of all claims in such form as is reasonably requested by the Company which Executive has not revoked in any time frame... | Label: Releases |
69729bee-b8ca-4f0e-a3fa-0177b7808489 | Clause:
The capitalization of the Company is as set forth on Schedule 3.1(g) . The Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s stock option plans, the issuance of shares o... | Label: Capitalization |
dd5bbada-35cf-4a92-a369-4aa1f0dff29c | Clause:
This Agreement may be amended or modified at any time and in any manner only by an instrument in writing executed by the parties hereto.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, As... | Label: Amendments |
c0eff6cb-9d5a-4686-8b4f-f238ce4d5128 | Clause:
Junior Creditor shall not sell, assign, pledge, dispose of or otherwise transfer all or any portion of the Junior Debt or any Junior Debt Document (a) without giving prior written notice of such action to Senior Lender and (b) unless prior to the consummation of any such action, the transferee thereof shall exe... | Label: Sales |
a2394963-220e-43f1-a776-8af6019b932d | Clause:
Disputes arising under or in connection with this Agreement, including requests for specific performance, shall be resolved through binding arbitration conducted as provided in this Section 5.1(b) pursuant to the rules of the International Court of Arbitration of the International Chamber of Commerce ("ICC"). T... | Label: Arbitration |
ea8a8625-568a-4cd0-99d5-a259a8c8f4ac | Clause:
For purposes of any claims or proceedings to enforce this agreement, the Corporation consents to the jurisdiction and venue of any federal or state court of competent jurisdiction in the state of California, and waives and agrees not to raise any defense that any such court is an inconvenient forum or any simil... | Label: Venues |
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