id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
4d10e853-6713-4efa-93fa-3c3b38cc66f7 | Clause:
This Amendment may be executed in counterparts and facsimiles and the counterpart, when properly executed and delivered, will constitute a fully executed complete agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applic... | Label: Counterparts |
fdd163a8-178a-42c1-9128-3c4345f9aa14 | Clause:
The parties acknowledge that each party has reviewed this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any amendments or exhibits thereto.
Task: Classify this ... | Label: Construction |
7a2f7b2c-00bb-4aee-ac5f-e55815936363 | Clause:
The proceeds of the Tranche A Term Loans and the Tranche B Term Loans, together with the proceeds of the Revolving Loans made on the Closing Date and the proceeds of the New Senior Notes will be used by the Borrower on the Closing Date to pay the Transaction Costs, to consummate the Existing Indebtedness Refina... | Label: Use Of Proceeds |
bbe51604-2284-4bc3-9a49-30fc0eb3b6da | Clause:
This Lease, together with all Appendices, constitutes the entire agreement between the parties. No representations or agreements of any kind have been made by either party which are not contained in this Lease.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Ame... | Label: Entire Agreements |
35c53b10-7a21-434a-a322-2feb70fcd1eb | Clause:
No representation or warranty by the Company, Mr. Trimble and/or the Three Controlling Shareholders contained in this Agreement, and no statement contained in the any document, schedule, exhibit, certificate or other instrument delivered or to be delivered by or on behalf of the Company or the Three Controlling... | Label: Disclosures |
dc3cdf76-ad41-4408-b70c-59dd6422b47d | Clause:
Except as otherwise required by applicable Law or judicial or administrative proceedings (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigation demand or similar process) or the rules and regulations of any securities exchange or trading system or any Governmen... | Label: Confidentiality |
5ddda32a-17db-454d-a4ee-771922328022 | Clause:
This Agreement may be executed in one or more counterparts, and by each Party in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agree... | Label: Counterparts |
6c9474ca-3c6c-498e-858d-801b962f8def | Clause:
Neither the Lenders’ Presentation nor any of the other written reports, financial statements, certificates or other written information furnished by or on behalf of any Loan Party or any of its Restricted Subsidiaries to the Administrative Agent or any Lender in connection with the negotiation of this Agreement... | Label: Disclosures |
233db2f1-b667-43d4-88b9-a78689bcc517 | Clause:
Receipt by the Lender of certificates of insurance issued on behalf of insurers of the Loan Parties, describing in reasonable detail the types and amounts of insurance (property and liability) maintained by the Loan Parties, and endorsements naming the Lender as additional insured on liability policies and lend... | Label: Insurances |
9edd027a-afc3-4c95-86ce-1a5370242205 | Clause:
Since December 31, 2016, there has been no material adverse change in the business, assets, liabilities, financial condition, results of operations or business prospects of the Borrower and its Subsidiaries taken as a whole. Each of the Loan Parties is Solvent.
Task: Classify this clause into ONE of these type... | Label: Solvency |
8a7a5ea7-5bc7-4f6d-857d-a27b39db23ea | Clause:
The purchase price for ArchCo’s Interest (the “ Put/Call Purchase Price ”) in connection with the Call Option or the Put Option shall be determined in the manner set forth below in this Section 15.3 . For a period of thirty (30) days after the effective date of the Put Election Notice or the Call Election Notic... | Label: General |
c305e5db-e30b-4a84-bad7-f7078707b185 | Clause:
Each Bank irrevocably hereby appoints JPMorgan to act on its behalf as the Administrative Agent and as the Several L/C Agent under and in connection with this Agreement and authorizes the Administrative Agent and the Several L/C Agent, as applicable, to take such action as agent on its behalf and to exercise su... | Label: Authorizations |
98c089f3-5525-4b2b-81b2-5c775db668d8 | Clause:
The parties have read this Agreement and agree to be bound by its terms, and further agree that it constitutes the complete and entire agreement of the parties and supersedes all previous communications, oral or written, and all other communications between them relating to the license and to the subject hereof... | Label: Entire Agreements |
5fc7ce7b-8ef6-4f17-ab01-3c2b9223791b | Clause:
The execution, delivery and performance of this Agreement and all the other agreements required to be executed by the Company at or prior to Closing pursuant to Section 7 (“ Ancillary Agreements ”) have been duly authorized by all necessary action by the Company, and the consummation by the Company of the trans... | Label: Authorizations |
556a3054-dad0-4d24-84bf-ba98d45e3d54 | Clause:
The Committee has the right to amend, alter, suspend, discontinue or cancel the RSUs or Cash Units, prospectively or retroactively; provided, that , no such amendment shall adversely affect the Grantee’s material rights under this Agreement without the Grantee’s consent.
Task: Classify this clause into ONE of ... | Label: Amendments |
2e5a42f6-d1a6-4105-b033-b9242138f2aa | Clause:
You are not required to pay for the Restricted Stock or the Shares underlying the Restricted Stock granted to you pursuant to this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitratio... | Label: Payments |
fab80f8e-f5ec-4ce1-9e07-db822689311d | Clause:
Wealth Generators is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Utah, and is entitled to carry on its business as and in the places where such business is now conducted. Wealth Generators is qualified to do business as a foreign corporation i... | Label: Organizations |
c6408fb8-aa80-45e8-a06c-dac1cb2ed5f5 | Clause:
Any Lender may at any time, without the consent of, or notice to, the Borrower or the Agent, sell participations to any Person (other than an Ineligible Institution) (each, a “ Participant ”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its R... | Label: Participations |
1e427a0b-6015-4bf2-bc62-dfd69ebf8ac8 | Clause:
Orion shall pay Executive a Base Salary at the annual rate set forth above, effective as of June 1, 2017, payable in regular installments in accordance with the Company’s usual payroll practices. Executive shall be entitled to such increases in Executive’s base salary, if any, as may be determined from time to ... | Label: Base Salary |
f915e438-2c01-4ebf-83bb-43db20509b43 | Clause:
This Agreement shall be governed by and construed in accordance with the applicable law pertaining in the State of New York, other than those conflict of law provisions that would defer to the substantive laws of another jurisdiction. This governing law election has been made by the parties in reliance (at lea... | Label: Governing Laws |
975d8fc6-3914-468a-8045-0dbdd2d7dd1f | Clause:
All costs and expenses including reasonable attorneys’ fees (including the allocated costs of in house counsel) and disbursements incurred by Agent on its behalf or on behalf of Lenders (a) in all efforts made to enforce payment of any Obligation or effect collection of any Collateral, or (b) in connection with... | Label: Expenses |
79f38256-603b-4bce-aa14-4b4810c62bf2 | Clause:
A Participant who has been absent for more than 52 weeks on account of Disability (but who has not experienced a Severance from Employment) and whose Disability continues through the date of withdrawal under this Section 9.9 may withdraw all or any portion of his or her Account, other than the Self-Managed Acco... | Label: Disability |
291694b2-4063-4a6c-b7e7-ef08a7b2588f | Clause:
THIS AGREEMENT, AND ALL ACTIONS, CAUSES OF ACTION OR CLAIMS OF ANY KIND (WHETHER AT LAW, IN EQUITY, IN CONTRACT, IN TORT OR OTHERWISE) THAT MAY BE BASED UPON, ARISE OUT OF OR RELATED TO THIS AGREEMENT, SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE ... | Label: Governing Laws |
b2197c92-1715-47ad-bb8d-0db8b7ffdc56 | Clause:
Except as otherwise required by law (including securities laws and regulations) and the regulations of any national stock exchange, so long as this Agreement is in effect, the Stockholder shall not issue or cause the publication of any press release or other public announcement with respect to, or otherwise mak... | Label: Publicity |
44a5d7d6-f634-4756-b298-61e073e13d7c | Clause:
This Agreement may be executed in multiple counterparts, each of which constitutes an original but all of which taken together constitute one and the same Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Law... | Label: Counterparts |
5e1d3357-83b7-4850-afdd-2b1f47df6f60 | Clause:
The Company shall reimburse Alden for its reasonable, documented out-of-pocket fees and expenses (including legal expenses) incurred in connection with Alden’s negotiation and execution of this Agreement, including its Schedule 13D Amendment, up to a maximum amount of $100,000 in the aggregate.
Task: Classify ... | Label: Expenses |
0c804424-c08a-4aca-b619-7ec50d457115 | Clause:
This Agreement shall terminate without further action at any time before the Closing upon termination of the Business Combination Agreement. If terminated, no Party shall have any Liability of any kind to the other Party or any other Person on account of this Agreement.
Task: Classify this clause into ONE of t... | Label: Terminations |
bd1c38aa-3b07-48fa-afe3-2715f8575e4f | Clause:
Sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates with a fair market value in excess of $100,000 for any transaction or series of related transactions, except... | Label: Transactions With Affiliates |
aeb88b6b-7ba3-4f92-bf44-ab981e7545e0 | Clause:
Sell, transfer, or lease any Collateral, except for the sale or lease of inventory in the ordinary course of business.
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: Sales |
8fb1ff8f-1637-400b-b86e-fa97b14f5a98 | Clause:
(a) Except as permitted under Section 6.16, form any Subsidiary or (b) enter into any partnership, joint venture or similar arrangement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, As... | Label: Subsidiaries |
9ff8a7e2-e544-417f-945c-b587da2dac4b | Clause:
All representations and warranties contained in this Agreement shall be true and correct in every material respect as of the date of closing of the Loan.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals... | Label: Representations |
b92520b6-9569-4238-9fe6-ba1b84be7bf6 | Clause:
No Person will have, as a result of the transactions contemplated by this Agreement, any valid right, interest or claim against or upon the Company or the Purchaser for any commission, fee or other compensation pursuant to any agreement, arrangement or understanding entered into by or on behalf of the Purchaser... | Label: Brokers |
aaf8d7ac-b6f2-4d4e-8844-6d76c49bff0e | Clause:
Capitalized terms used herein and not defined shall have the meanings ascribed to them in the Restated Note. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The terms of this Amendment ... | Label: General |
be8753c5-9d14-48f0-8058-363a0ba13d15 | Clause:
The Buyer and Seller agree to the additional terms and conditions set forth in Exhibit B .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations,... | Label: Terms |
7ecb8bd8-d2e1-4c1a-8af1-bca97d2424a6 | Clause:
Sections 5, 6, 7, 8 and 17 hereof shall survive and continue in full force and effect in accordance with their respective terms, notwithstanding any termination of the Employment Period.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption... | Label: Survival |
7aa2abab-de39-4f2f-b0cc-9a74e0131ca9 | Clause:
Effective upon the Closing under the Business Combination Agreement, the Company hereby assigns and conveys to Avenue all of Company’s right, title and interest in and to the Boulevard IP and any and all goodwill included with the Boulevard IP. The Company agrees not to use any of the Boulevard IP following th... | Label: Assignments |
93c44eef-1e9b-47f8-8cde-a3e99b5235ab | Clause:
Each Grantor hereby irrevocably submits to the jurisdiction of any Texas state or federal court sitting in Houston, Texas in any action or proceeding arising out of or relating to this Security Agreement or the other Credit Documents, and each Grantor hereby irrevocably agrees that all claims in respect of such... | Label: Submission To Jurisdiction |
d7ab824d-ddb8-4937-8eb2-7a01d2061b61 | Clause:
Employee acknowledges and agrees that: (a) Employee has been given at least twenty-one (21) days during which to review and consider the provisions of this Agreement, although he or she may at his or her discretion, knowingly and voluntarily, sign and return the Agreement at any earlier time, but Employee may n... | Label: Effective Dates |
138f82de-0083-4628-987d-adbc57f5d066 | Clause:
The Borrower will maintain in effect and enforce policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws; Anti-Money Laundering Laws and applicable Sanctions.
Task: Classify this clause into... | Label: Sanctions |
c338b4ec-06d0-4eb1-907e-0019131fa5f0 | Clause:
Employee acknowledges that during employment with the Company, Employee had access to the Company’s confidential and proprietary information (collectively, “Confidential Information”). Employee agrees to continue to abide by the terms of any code of conduct, confidentiality agreement, agreement that contains co... | Label: Confidentiality |
4ec1ec7f-a5d9-450f-b5fb-ca69dfd38d85 | Clause:
Not establish or acquire a Subsidiary.
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, Books, Brok... | Label: Subsidiaries |
3e01e089-a67f-4d30-ba09-1318a2a71f63 | Clause:
This Plan shall be binding upon and inure to the benefit of each Participant (and such Participant’s personal representatives and heirs) and the Company and any organization which succeeds to substantially all of the business or assets of the Company, whether by means of merger, consolidation, acquisition of al... | Label: Enforceability |
2fc4597b-ffa7-4490-887e-b4b9677c1c9d | Clause:
This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without any effect whatsoever on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the Closing has not been consummated on or before April 12, 2017; pro... | Label: Terminations |
733f51f6-f90e-4375-abf2-1d342a343431 | Clause:
This Agreement shall not be effective until seven (7) days after Holly signs it and returns it to Whiting Petroleum’s Vice President, General Counsel and Corporate Secretary. During that seven (7)-day period, Holly may revoke his acceptance of this Agreement by delivering to Whiting Petroleum’s Vice President, ... | Label: Effective Dates |
d05de363-2314-4433-80ce-524335da8882 | Clause:
Upon termination of the Security Agreement, the Administrative Agent shall execute, acknowledge, and deliver to the Grantors an instrument in writing in recordable form releasing the collateral pledge, grant, assignment, lien and security interest in the Copyrights under this Copyright Security Agreement in acc... | Label: Terminations |
40f41aa1-45ee-43a9-bf2f-22a033689838 | Clause:
The provisions of this Agreement related to your basic terms and conditions of employment will be governed by and construed in accordance with the laws of Switzerland. However, all provisions of this Agreement related to your termination of employment under Appendix II shall be governed by the laws of the Commo... | Label: Jurisdictions |
27efbcee-d201-4207-af4d-a939d19538ca | Clause:
Each Lender shall indemnify, (x) the Administrative Agent against any Indemnified Taxes attributable to such Lender (but only to the extent that the applicable Borrower has not already indemnified the Administrative Agent for such Indemnified Taxes and without limiting the obligation of the applicable Borrower ... | Label: Indemnity |
572b6855-e251-4c6c-a5c5-f8f13452ba1d | Clause:
If the Participant as an employee, non-employee member of the Board, consultant or independent advisor ceases to provide services to the Company or one of its Subsidiaries by reason of disability (as defined in section 22(e)(3) of the Code), this Option shall thereon terminate, except that this Option may be ex... | Label: Disability |
71245b63-1114-4322-9edb-ff41264624e6 | Clause:
The Borrower shall: (i) default in the payment when due of any principal of any of the Loans; or (ii) default, and such default shall continue for five (5) or more Business Days, in the payment when due of any interest on the Loans or of any fees or other amounts owing hereunder, under any of the other Loan Doc... | Label: Payments |
20ee702a-5e45-4854-85fe-72f87a4f506c | Clause:
The Borrower and each Subsidiary has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which the Borro... | Label: Taxes |
a574f229-1efd-49b8-ac74-9e2a49764dc4 | Clause:
Notwithstanding anything in the Lease (including this Work Letter) to the contrary, Tenant acknowledges and agrees that Landlord shall have the right to terminate the Lease by giving Tenant written notice of the exercise of such option (in which event the Lease shall cease and terminate as of the date of such n... | Label: Terminations |
abfb0ff4-0df3-44e4-973e-bbdd46e684f6 | Clause:
Executive represents and warrants to the Company that (a) Executive is under no contractual or other restriction or obligation which is inconsistent with the execution of this Agreement, the performance of his duties hereunder, or the other rights of the Company hereunder and (b) Executive is under no physical ... | Label: Representations |
90c04d5e-66e0-4f68-bda4-57af083c3dde | Clause:
This Agreement and the Director Agreements constitute the entire agreement among the parties with respect to the subject matter hereof. They supersede any prior agreement or understanding among them, and they may not be modified or amended in any manner other than by an instrument in writing signed by the parti... | Label: Entire Agreements |
c2a49a9e-a71c-442e-ad36-943aa4f6554c | Clause:
The failure of either party to enforce, or the delay by either party in enforcing, any of its rights under this Agreement shall not prejudice or affect its rights hereunder. No waiver by either party shall operate as a waiver of any subsequent or continuing breach, and no waiver shall be effective unless made i... | Label: No Waivers |
f32545cd-7d52-49de-9189-74a498ab2fe4 | Clause:
THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. The jurisdiction and waiver of right to trial by jury provisions in Sections 10.15 and 10.16 of the Credit Agreement are incorporated herein by reference mutatis mutandis.
Task: Classify this clause into ON... | Label: Governing Laws |
b3f86725-5fc9-40ef-80f7-fdd603913d97 | Clause:
Any question or dispute regarding the administration or interpretation of the Notice or this Option Agreement shall be submitted by the Grantee or by the Company to the Administrator. The resolution of such question or dispute by the Administrator shall be final and binding on all persons.
Task: Classify this... | Label: Interpretations |
797882e9-c860-467d-b99a-347c5f7a2fb1 | Clause:
For purposes of this Agreement, “Change In Control” shall have the same meaning as set forth in the Advance Auto Parts 2014 Long-Term Incentive Plan, effective May 14, 2014 (“2014 LTIP” or “Advance’s 2014 LTIP”).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, A... | Label: Change In Control |
5936dc60-411c-4cec-806b-eff56fbd8404 | Clause:
The Borrowers shall pay to the Agent, for its own account, the agency fees set forth in the Fee Letter at the times specified therein.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assi... | Label: Fees |
d598b4e9-bcca-43c0-96c6-b3c0a02a854a | Clause:
Each Investor, on behalf of itself, severally represents and warrants to the Company that (a) as of the date hereof, such Investor beneficially owns, directly or indirectly, only the number of shares of Common Stock as described opposite its name on Exhibit B and Exhibit B includes all Affiliates and Associates... | Label: Representations |
4b98643e-ab0f-4432-81c6-42d981d16e13 | Clause:
The Plan is intended to constitute a “top hat” plan under ERISA for the benefit of a select group of highly compensated or management employees.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitra... | Label: Erisa |
63732581-682c-45d8-be5f-b82b58bb93ae | Clause:
This Amendment 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 Agreement by electroni... | Label: Counterparts |
40461573-6fde-44d2-8e41-8b2ba9489ec7 | Clause:
All notices and other communications under this Agreement shall be in writing and shall be given in person or by either personal delivery, facsimile with confirmation of receipt, overnight delivery, or first class mail, certified or registered with return receipt requested, with postal or delivery charges prepa... | Label: Notices |
0b6a8247-378e-42ed-a980-15ffdc45cb89 | Clause:
Borrower is not a party to any agreement or instrument or subject to any restriction which might materially and adversely affect Borrower or the Property, or Borrower’s business, properties or assets, operations or condition, financial or otherwise. Borrower is not in default in any material respect in the perf... | Label: Agreements |
9143a0bb-37cc-402c-b0c7-f53b064fdad7 | Clause:
Servicer will use commercially reasonable efforts to ensure that no Collections or other funds used to repay any obligation under the Transaction Documents (i) constitute the property of, or are beneficially owned, directly or indirectly, by any Sanctioned Person; (ii) are derived from any transactions or busin... | Label: Sanctions |
f8d8abd1-835d-4989-a2a8-1728c72275e6 | Clause:
All notices, requests, demands, and all other communications required or permitted by either party to the other party by this Agreement (including, without limitation, any notice of termination of employment and any notice of an intention to arbitrate) shall be in writing and shall be deemed to have been duly g... | Label: Notices |
3c2081d0-9c5d-4a0e-b00d-2313b4b798b2 | Clause:
Borrower shall apply the proceeds of (i) any Revolving Advances made on the Original Closing Date to pay closing costs and expenses associated with this transaction and to refinancing any Existing Loans and (ii) Revolving Advances made on and after the Original Closing Date to provide for their respective worki... | Label: Use Of Proceeds |
6aa9418e-1c34-4dd5-86d1-0f8f418b5a6a | Clause:
In the event of a merger or a Change in Control, each outstanding Award will be assumed or an equivalent option or right substituted by the successor corporation or a Parent or Subsidiary of the successor corporation. In the event that the successor corporation refuses to assume or substitute for the Award, the... | Label: Change In Control |
bba6805c-f554-4e17-b00f-2dc00fa02627 | Clause:
Pursuant to the Second Amended and Restated Partnership Agreement, there was created a class of Limited Partner Units designated as “Series A Convertible Preferred Units” (the “ Series A Preferred Units ”), with the designations, preferences and relative, participating, optional or other special rights, powers ... | Label: General |
4c29b1ce-1990-4386-a299-47568b87a2b2 | Clause:
Upon the occurrence of a Change in Control (as defined below), the Participant's accumulated Contributions and any interest (if applicable) will be returned to the Participant as soon as practicable, the Purchase Rights will be cancelled and the Offering will terminate. If a Change in Control is pending, the Co... | Label: Change In Control |
5050c76f-97be-4b72-95bb-19db7a9f5b58 | Clause:
The Assignor hereby assigns and sells to the Assignee all of the rights and obligations of the Assignor as a Lender under the Credit Agreement to the extent of the Assigned Amount, and the Assignee hereby accepts such assignment from the Assignor and assumes all of the obligations of the Assignor under the Cred... | Label: Assignments |
c8ae6f45-90a7-4a39-a172-3646ab4d5c6c | Clause:
The Company shall (a) by 9:30 a.m. (New York City time) on October 12, 2017, issue a press release disclosing the material terms of the transactions contemplated hereby, and (b) file a Current Report on Form 8-K, including the Transaction Documents as exhibits thereto, with the Commission within the time requir... | Label: Publicity |
36a21447-1870-4fd0-bdab-03c0d1712461 | Clause:
This Letter Agreement may not be amended or otherwise modified without the prior written consent of CF Corp and Sponsor. Any such amendment shall be subject to Seller’s written consent to the extent required under the Share Purchase Agreement. This Letter Agreement constitutes the sole agreement, and supersedes... | Label: Entire Agreements |
252fc3af-77ab-49a6-8f0d-71411b5a06ba | Clause:
This Guaranty shall terminate at such time as the Debt has been indefeasibly paid in full, and there has expired the maximum possible period thereafter during which any payment made by Borrower or others to Lender with respect to the Loan could be deemed a preference under the United States Bankruptcy Code.
Ta... | Label: Terminations |
fd6f8f66-b186-4951-9292-51883fcb0ee1 | Clause:
Capitalized terms used but not defined herein shall have the meanings given to them in the Existing Credit Agreement. The rules of interpretation set forth in Section 1.02 of the Existing Credit Agreement are hereby incorporated by reference herein, mutatis mutandis .
Task: Classify this clause into ONE of th... | Label: Defined Terms |
57b3e025-a56f-4ace-8671-f0cee23d3ca2 | Clause:
In order to induce the Company to enter into this Agreement, Executive represents and warrants to the Company, to the best of his knowledge after the review of his personnel files, that: (a) the execution and delivery of this Agreement by Executive and the performance of his obligations hereunder will not viol... | Label: Representations |
855ee921-d154-4e84-ae79-7ea0072a2581 | Clause:
The obligations of Borrower contained in Sections 4.05 , 4.06 , 4.07 , Article V , Article XI and this Section 12.16 shall survive the repayment of the Loans and the cancellation of the Note and the termination of the other obligations of Borrower hereunder.
Task: Classify this clause into ONE of these types (... | Label: Survival |
798d5b55-d747-45ba-8a50-6c2ae7935080 | Clause:
Each Seller has timely filed all Tax Returns required to be filed by it and required to be filed with respect to the Assigned Assets or the Business, and all such Tax Returns are accurate, complete and correct. Each Seller has paid all Taxes required to be paid by it and required to be paid with respect to the ... | Label: Taxes |
e0b92eaf-7141-4cd4-8c0f-94bd6659d0e7 | Clause:
This Agreement is governed by and is to be construed in accordance with the laws of the State of Nevada without giving effect to any provisions thereof relating to conflict of laws.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws... | Label: Applicable Laws |
82ef1fce-64e6-4850-802c-df86c0363877 | Clause:
Except as otherwise permitted under Section 6.3 or Section 6.4, at all times (a) maintain and preserve in full force and effect its existence (including being in good standing in its jurisdiction of formation) and (b) maintain all its rights and franchises, licenses and permits, except where the failure to main... | Label: Existence |
84fa5fb6-9689-4881-a5d5-049812caa484 | Clause:
If, at least one month after the Grant Date but prior to the Vesting Date, the Grantee’s employment is terminated due to the Grantee’s Disability, a Prorated Number of RSUs shall become Vested RSUs (as determined in Section 6(f) below). The Company shall settle any RSUs that become Vested RSUs under this Sectio... | Label: Disability |
391f0a03-05df-4218-b138-3cf280609a8d | Clause:
This Amendment may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, is an original, and all taken together, constitute one Amendment.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agre... | Label: Counterparts |
5947416c-8824-405a-b6d9-e9197cd4c8f7 | Clause:
Section headings in this Agreement are for convenience only and shall be given no effect in the construction or interpretation of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitr... | Label: Headings |
d946f18d-d05c-49fc-a45d-3575c3e2a345 | Clause:
The Company has all material franchises, permits, licenses, consents and other governmental or regulatory authorizations and approvals necessary for the conduct of their respective business as now being conducted by it unless the failure to possess such franchises, permits, licenses, consents and other governme... | Label: Compliance With Laws |
e6333624-2f48-461f-8bd5-24315bff1389 | Clause:
This Amendment shall be effective automatically and without necessity of any further action by Borrower, Administrative Agent or Lenders when counterparts hereof have been executed by Parent, Borrower and Lenders.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, ... | Label: Effectiveness |
b632b8cc-ef4b-4d36-9af9-95061bec8e6b | Clause:
The parties represent and warrant to each other that there are no brokers involved in this transaction other than Lincoln Property company (“ LPC ”). Landlord shall be responsible for the payment of all fees and commissions to LPC. Except as to LPC which Landlord agrees to pay, each party agrees to indemnify an... | Label: Brokers |
3c986d1e-d159-4253-a451-48fe9a9b13cb | Clause:
(a) This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authori... | Label: Governing Laws |
3714036d-ac83-42ee-964e-3c3c6d3e922b | Clause:
This Agreement shall be governed by and construed in accordance with the laws of the State of Maryland, without giving effect to principles of conflict of laws.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Ap... | Label: Governing Laws |
fbe78548-49ab-4bfa-8e12-abdb02dc0501 | Clause:
In the event that this Lease is terminated under any of the provisions contained in Section 8.1 or shall be otherwise terminated for breach of any obligation of Tenant, Tenant covenants to pay punctually to Landlord all the sums and to perform all the obligations which Tenant covenants in this Lease to pay and ... | Label: Remedies |
55257bff-e10b-476c-bcc4-07e80fccb3ad | Clause:
The validity, construction and effect of the Plan or any Award, and any rules and regulations relating to the Plan or any Award, shall be determined in accordance with the laws of the State of Minnesota.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments... | Label: Governing Laws |
42ed8ae6-43e2-45d8-b5c9-9d0fe6844168 | Clause:
This letter agreement is solely for the benefit of the parties hereto and their respective successors and permitted assigns, and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of... | Label: Assignments |
8aaf921f-8cb5-422a-b7a7-d2fadd27e8cd | Clause:
All issues and questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to any choice of law in conflict with law rules or provisions (whether of the State of... | Label: Governing Laws |
fe7e4348-509f-4e85-8eba-f235a12adbf4 | Clause:
Executive may not assign any of Executive's rights or obligations hereunder without the written consent of the Company. The Company may assign this Agreement without the consent of Executive. Except as otherwise expressly provided herein, all covenants and agreements contained in this Agreement by or on behalf ... | Label: Assignments |
059f0851-c122-4eb7-b44f-6af06f2b4b7b | Clause:
Neither this Agreement nor any certificate, instrument or written statement furnished or made to Purchaser by or on behalf of the Seller or the Company in connection with the transactions contemplated by this Agreement contains any untrue statement of a material fact or omits to state a material fact necessary ... | Label: Disclosures |
16701963-b98c-46e6-bbd0-b7945f218da1 | Clause:
In the event that a Third Party shall make any claim, give notice, or bring any suit or other inter parties proceeding against Bellicum or Adaptimmune, or any of their respective Affiliates, subcontractors or customers, for infringement or misappropriation of any Intellectual Property Rights with respect to the... | Label: Notices |
e34a711d-42b6-45e3-9270-6e6ddef408a7 | Clause:
Section headings used in this Security Agreement are for convenience of reference only and shall not affect the construction of this Security Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals,... | Label: Headings |
cc276411-b91a-444f-b971-6dedab7b264d | Clause:
The descriptive headings used herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Fee Letter.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws... | Label: Headings |
a4e7d2e1-a714-4fa1-aabc-55e2852621fc | Clause:
Each party irrevocably and unconditionally submits to the exclusive jurisdiction of the United Stated Federal courts located in the Borough of Manhattan and the courts of the State of New York located in the Borough of Manhattan.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustmen... | Label: Consent To Jurisdiction |
aff1c383-0211-42f4-b81b-8649ce8c99a2 | Clause:
This Agreement shall terminate upon the earlier of (i) the tenth anniversary of the date of this Agreement or (ii) the date as of which (A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section 4(3) of the Sec... | Label: Terms |
0f3f9a90-b559-46f6-9c01-9aaaf3a382d4 | Clause:
To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issui... | Label: Amendments |
8f6160ad-bcc1-44e5-be8c-484dcfbd3020 | Clause:
Company shall reimburse Contractor for reasonable expenses incurred in connection with Contractor’s performance of services under this Agreement, provided that the expenses are approved in advance by the Chief Executive Officer of the Company and Contractor promptly provides documentation satisfactory to Compan... | Label: Expenses |
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