id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
e8abf66c-104e-4cd0-ad20-bfb5fd89d6e5 | Clause:
The Applicable Rate for the Term B Loans shall be (x) 1.00% per annum, in the case of any Term B Loan that is a Base Rate Loan and (y) 2.00% per annum, in the case of any Term B Loan that is a Eurodollar Rate Loan.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements,... | Label: Interests |
829d4544-92a2-497c-8435-dfb4960426b8 | Clause:
(a) Each Purchaser and Purchaser Agent hereby irrevocably designates and appoints PNC Bank, National Association, as the “Administrator” hereunder and authorizes the Administrator to take such actions and to exercise such powers as are delegated to the Administrator hereby and to exercise such other powers as a... | Label: Authorizations |
3db30590-bd18-4788-9ab4-401eda375b69 | Clause:
Each Obligor agrees that any suit, action or proceeding with respect to this Agreement or any other Loan Document to which it is a party or any judgment entered by any court in respect thereof may be brought initially in the federal or state courts in Houston, Texas or in the courts of its own corporate domicil... | Label: Submission To Jurisdiction |
4b33165b-8ce9-4a64-9b0c-c9819dcd76a0 | Clause:
The Bank shall pay the Company on a monthly basis the compensation set forth in Schedule 9.1 at such times as specified in such schedule. Such amounts shall be paid to the Company regardless of whether any amounts are disputed by the Bank or the Company. The Bank or the Company may invoke the dispute resoluti... | Label: Payments |
78c7bb73-f9fc-4d9a-bcd6-f45d024be697 | Clause:
Neither Party may assign or otherwise transfer this Agreement without the prior written consent of the other Party, except that (a) either Party may assign this Agreement without the consent of the other Party in connection with the acquisition of such Party or the sale of all or substantially all of the assets... | Label: Assignments |
10f9b9f6-d7bc-4406-b168-25493db2e6c5 | Clause:
No actions (including, without limitation, derivative actions), suits, proceedings or investigations are pending or, to the knowledge of any Loan Party, threatened against such Loan Party or its Subsidiaries at law or in equity in any court or before any other Governmental Authority which if adversely determine... | Label: Litigations |
2bdda9ce-254b-41c9-916c-8c87276acbdf | Clause:
The proceeds of the Loans will be used for general corporate purposes of the Company and its Subsidiaries, and the Letters of Credit will be used to support the reinsurance operations of the Company’s Insurance Subsidiaries and for general corporate purposes of the Company and its Subsidiaries, in each case not... | Label: Use Of Proceeds |
0b5bada2-9df2-41ad-9d92-e63cad0d968a | Clause:
In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, each of the Purchasers and the Company will be entitled to seek specific performance under the Transaction Documents. The parties agree that monetary damages may not be adequate compensation fo... | Label: Remedies |
6d982552-9486-4250-9213-7fc0bc8369ef | Clause:
This Agreement and the documents referred to herein constitute the entire agreement between the parties hereto with respect to t he matters covered hereby, and any other prior or contemporaneous oral or written understandings or agreements with respect to the matters covered hereby are expressly superseded by t... | Label: Entire Agreements |
9f905320-1681-4466-8a44-d6088f44b92a | Clause:
Schedule 4.01(o) (as supplemented by the Borrowers in a notice delivered pursuant to Section 5.01(a)(vii) ) sets forth each of the Subsidiaries of each Loan Party, its jurisdiction of organization, the classes of its Equity Securities, the number of Equity Securities of each such class issued and outstanding... | Label: Subsidiaries |
f96542aa-ad48-44d7-a3f3-1e0dde19fbb3 | Clause:
Such Purchaser or, the individual(s) executing and delivering this Agreement on behalf of such Purchaser, has all necessary power and authority to execute, deliver and perform its obligations under this Agreement, and the execution, delivery and performance by such Purchaser of this Agreement has been duly auth... | Label: Authority |
02f52587-8bbc-4ca1-b4fa-bd88e9088658 | Clause:
The execution, delivery and performance by each Loan Party of the Loan Documents to which it is a party and the transactions contemplated hereby (a) do not require any consent or approval of, registration or filing with, or any action by, any Governmental Authority, except those as have been obtained or made an... | Label: No Conflicts |
c2612abb-987f-437b-9683-60dc026fc8db | Clause:
The Partnership shall use the proceeds of the sale of the Purchased Units for general partnership purposes.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority... | Label: Use Of Proceeds |
a6edb262-cd05-4460-aa49-de8c8f9f2b5e | Clause:
This Article IX may be amended or repealed only by action of the Board approved by the favorable vote of a majority of the votes cast by shareholders entitled to vote thereon at a meeting of shareholders for which proxies are solicited in accordance with then applicable requirements of the Securities and Exchan... | Label: Amendments |
39f399af-2afc-4dc3-8b0e-6a97227c1e44 | Clause:
The representations and warranties of Purchaser shall be true and correct in all material respects in each case as of the Closing Date (except to the extent expressly made as of a specific date, in which case such representations and warranties shall be true and correct as of such date).
Task: Classify this cl... | Label: Warranties |
b4630bf7-3005-4117-9b01-2edd21bf9a3f | Clause:
This Agreement is the entire agreement between the Parties hereto with regard to the subject matter hereof, and supersedes any prior agreements other than: (i) as provided for in Section 5(a)(i), and (ii) with respect to the Vested Options, the Retirement Plans and the Indemnification Rights.
Task: Classify... | Label: Entire Agreements |
6d7d3fa3-7f5a-41c9-b660-cf542e7cbb6c | Clause:
The Administrator shall determine the methods by which payments by any Holder with respect to any Awards granted under the Plan shall be made, including, without limitation: (a) cash or check, (b) Shares (including, in the case of payment of the exercise price of an Award, Shares issuable pursuant to the exerci... | Label: Payments |
c8b131f9-e3c9-4ccb-b3f1-eaded6dbb6bb | Clause:
If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be invalid or unenforceable for any reason, such judgment shall not affect, impair or invalidate the remainder of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, A... | Label: Severability |
18a9ab1b-07b2-4b62-973e-dd29daf92301 | Clause:
This Agreement may not be modified, amended or waived except by an instrument in writing signed by both parties hereto. The waiver by either party of compliance with any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breac... | Label: Amendments |
1798668e-1c14-438f-bcfb-e8a63fdfc50d | Clause:
On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, up to an aggregate of $15,000,000 in... | Label: Closings |
47502e1a-81b6-407c-b358-9541f906c30d | Clause:
I agree that during and after my employment or relationship with the Company ends for any reason, I will not make any fals e, disparaging or derogatory statement(s) to any media outlet, industry group, financial institution, current or former employee, consultant , client or customer of the Company, or any othe... | Label: Non-Disparagement |
847c8e6c-dec9-46f5-9e54-d1cab569e76d | Clause:
This Agreement may not be amended, supplemented or modified except by a written instrument signed by each of the Parties.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assi... | Label: Amendments |
df9659de-4d34-409f-8b0e-5ae6a2200650 | Clause:
During the Term, Executive shall serve as Executive Vice President – Chief Operating Officer of the Company. Executive shall report directly to the Company’s Chief Executive Officer (the “CEO”). In such capacity, Executive shall have the duties, functions, responsibilities, and authority customarily appertainin... | Label: Positions |
7fa84420-de65-4ed5-9101-732fb674734e | Clause:
The parties to each assignment shall execute and deliver to the Agent an Assignment and Assumption Agreement, together with a processing and recordation fee of $3,500, and the assignee, if it is not a Lender, shall deliver to the Agent an administrative questionnaire provided by the Agent.
Task: Classify this ... | Label: Assignments |
6912e274-3739-445a-b1bd-d58ac4b96206 | Clause:
Substantially similar to the Operative Documents with respect to the Term Loan Facility Waiver of Jury Trial and Punitive and Consequential Damages: Substantially similar to the Operative Documents with respect to the Term Loan Facility Counsel for the Bridge Arrangers and the Bridge Agents: Cravath, Swai... | Label: Governing Laws |
ed383fed-7cfb-456a-a273-04e4f936f38a | Clause:
This document constitutes the entire agreement between the parties, all oral agreements being merged herein, and supersedes all prior representations. There are no representations, agreements, arrangements, or understandings, oral or written, between or among the parties relating to the subject matter of this A... | Label: Entire Agreements |
bf522161-e502-40ad-814e-38bfe506fad8 | Clause:
Notwithstanding anything contained herein to the contrary, the Company shall not be obligated to provide any benefits to a Participant under Section 3.4 or 3.6 hereof unless: (a) Participant first executes no later than forty-five (45) calendar days after the Date of Termination a release of claims agreement in... | Label: Releases |
a8fde1a3-09ab-411c-af2b-4c5c9bec2f3c | Clause:
The Company is covered by valid, outstanding and enforceable policies of insurance which were issued to it by reputable insurers of recognized financial responsibility, covering its properties, Assets and businesses against losses and risks normally insured against by other corporations or entities in the same ... | Label: Insurances |
7a187723-5492-4a5c-b8ea-75464d19a5e0 | Clause:
No failure to exercise, and no delay in exercising, on the part of the Bank, any right, power or privilege hereunder or under any other Loan Document or applicable Law shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege of the Bank. The rights and remedie... | Label: No Waivers |
6690a60e-fa40-498a-882b-4a9f5e064ccb | Clause:
In the case of a termination of this Agreement, the obligations of the Parties under Article IV , Article V , Section 6.4 , and this Article VIII shall survive such termination.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Ap... | Label: Survival |
b65a7871-b306-4148-a40d-bc3e7497f54d | Clause:
Each party hereby agrees that all information provided by the other party and identified as "confidential" will be treated as such, and the receiving party shall not make any use of such information other than with respect to this Agreement. If the Agreement shall be terminated, each party shall return to the o... | Label: Confidentiality |
fe14d735-4335-4356-8287-15d10e1e44b1 | Clause:
BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX FINANCIAL TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE STATE AND FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE... | Label: Waiver Of Jury Trials |
2b53775a-d14e-4ad5-b28e-cf5fae47a125 | Clause:
The provisions of this Fifth Amendment shall be governed by and construed in accordance with the laws of the State of Delaware, without regards to choice of law provisions of the State of Delaware or any other provisions. The parties and their successors and assigns hereby irrevocable consent to the nonexclusiv... | Label: Applicable Laws |
9637b75c-c1f1-4ec9-b28f-11878f20f999 | Clause:
TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, THE PARTIES HERETO HEREBY WAIVE, AND COVENANT THAT THEY SHALL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE), ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING IN WHOLE OR IN PART UNDER OR IN CONNECTION WITH THIS NOTE , or the negot... | Label: Waiver Of Jury Trials |
94fa69ad-6399-457d-8158-abaf6aa9c797 | Clause:
This Agreement, which incorporates the recitals herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous discussions, agreements and understandings, written or oral, express or implied, between the parties with respect to... | Label: Entire Agreements |
537b93e7-3c81-408e-bb3a-98711f379696 | Clause:
Subject to the other provisions of this Agreement, each Party will use its commercially reasonable efforts to (a) take, or cause to be taken, all actions necessary or appropriate to consummate the transactions contemplated by this Agreement and (b) cause the fulfillment at the earliest practicable date of all o... | Label: Further Assurances |
849eec5a-fcd0-4223-8bda-d4ffc8ce4b89 | Clause:
The Borrower will not, and will not permit any Restricted Subsidiary to, create or acquire any additional Restricted Subsidiary or redesignate an Unrestricted Subsidiary as a Restricted Subsidiary unless the Borrower gives written notice to the Administrative Agent of such creation or acquisition and complies w... | Label: Subsidiaries |
f6f8b365-6cdf-4251-969a-2d47e47cb5de | Clause:
Neither Party will make any press release or other public disclosure regarding this Agreement or the transactions contemplated hereby without the other Party's express prior written consent, except as required under applicable law or by any governmental agency, in which case the Party required to make the press... | Label: Publicity |
cc90b559-0a45-49ec-9a70-273f8224ce6d | Clause:
Your position at the Company will be Chief Commercial Officer. You will report to the Company’s Chief Executive Officer (“ CEO ”) and shall be deemed to be a member of the Company’s senior management team. In addition to performing the duties and responsibilities associated with the position above, from time-to... | Label: Positions |
c5d93dd1-96f7-4f06-bbdd-0ae52a31e235 | Clause:
The Parent, OP LLC and the Borrower have, and have caused all of their respective Subsidiaries and the DevCos to have, (a) all insurance policies sufficient for the compliance by each of them with all material Governmental Requirements and all material agreements and (b) insurance coverage in at least amounts a... | Label: Insurances |
d7fba58f-d742-4c05-94f0-34fe7fdc9726 | Clause:
Section 7.7(a) of the Loan Agreement is hereby amended by deleting the number “$5,000,000” appearing in the table set forth therein and replacing such number with the number “$5,500,000”.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruptio... | Label: Amendments |
62d3301e-3f44-4707-8e53-541e07e64d78 | Clause:
Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign all or any portion of the Gold Bar North Property or any claim or right or any benefit or obligation thereunder or resulting therefrom if an assignment thereof, without the consent of a third p... | Label: Consents |
a7b50e7e-9318-4a4f-a7e0-1cfebe35c3d2 | Clause:
You will not criticize, defame, be derogatory toward or otherwise disparage the Company (or the Company’s past, present and future officers, directors, stockholders, attorneys, agents, representatives, employees or affiliates), or its or their business plans or actions, to any third party, either orally or in w... | Label: Non-Disparagement |
2aeeb2f8-dddb-49b4-9dab-f711a4f168ad | Clause:
The Covered Executive acknowledges that heretofore or hereafter during the course of the Covered Executive’s employment the Covered Executive has produced and received, and may hereafter produce, receive and otherwise have access to various materials, records, data, trade secrets and information not generally a... | Label: Confidentiality |
d3ca95d4-7b0f-4758-b442-157bf4379d9f | Clause:
The Borrowers shall pay all reasonable fees and expenses paid or incurred by the Administrative Agent incident to this First Amendment, including, without limitation, the reasonable fees and expenses of the Administrative Agent’s counsel in connection with the negotiation, preparation, delivery and execution of... | Label: Expenses |
fc1222b9-3408-45e9-817a-7e97aa9728be | Clause:
EACH PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND, THEREFORE, EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT SUCH PARTY MAY HAV... | Label: Waiver Of Jury Trials |
135788c4-affb-4bf1-8e6b-5a9ce8850e52 | Clause:
Not later than ten (10) Business Days after the end of each calendar month, Manager shall prepare and deliver to SNH TRS a balance sheet and related statement of income and expense for such calendar month and for the then current calendar year to date, certified by Manager’s Controller on a monthly basis and by... | Label: Financial Statements |
92bff12a-f5ac-45f3-a78e-9c645cfa9329 | Clause:
ADMA and BPC shall each be required to maintain general and product liability insurance in an amount of [***]. Before commencing any work hereunder, the Parties shall furnish certificates evidencing the insurance required by this Section (E)(5). The Parties shall give each other thirty (30) days advance written... | Label: Insurances |
9fe90422-e513-4a03-879e-7948fb36f3b1 | Clause:
EACH OF THE PARTIES HERETO WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE OTHER TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY.
Task: Classify this clause into ONE of these ty... | Label: Waiver Of Jury Trials |
6670ee91-675a-4407-80f1-8bca9fb4a535 | Clause:
As soon as it has actual knowledge, the Borrower shall notify the Lender of the institution or threat of any material litigation or condemnation or administrative proceeding of any nature involving the Borrower.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Am... | Label: Notices |
4d50b5e6-e84a-455f-a544-5550b86d2e1b | Clause:
The validity, construction, interpretation and effect of this Agreement shall be governed and construed by and determined in accordance with the laws of the Commonwealth of Pennsylvania, without giving effect to the conflict of laws provisions thereof.
Task: Classify this clause into ONE of these types (exactl... | Label: Governing Laws |
f25636a9-7465-4ef7-a156-5abf7fb3e51b | Clause:
All payments and prepayments to be made in respect of principal, interest, Commitment Fees, Delayed Draw Ticking Fees, Letter of Credit Fees, Administrative Agent’s Fee or other fees or amounts due from the Borrowers hereunder shall be payable prior to 1:00 p.m. on the date when due without presentment, demand,... | Label: Payments |
756e4aa1-0ed7-4043-9ed2-fbcb91db8b03 | Clause:
This Fifth Amendment may be executed in any number of counterparts, all of which together shall constitute one agreement. Delivery of this Fifth Amendment may be effectuated by hand delivery, mail, overnight courier or electronic communication (including by PDF sent by electronic mail, facsimile or similar mean... | Label: Counterparts |
7b01ed61-89e3-4309-bc31-1b4cac1ccdde | Clause:
If the Closing shall occur, the Deposit shall be applied as a partial payment of the Purchase Price.
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, Autho... | Label: Closings |
148f83fa-9a30-48cc-9f2c-b39757b7c032 | Clause:
The headings of the articles, sections and paragraphs of this Plan are for convenience only and shall not control or affect the meaning or construction of any of its provisions.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Ap... | Label: Headings |
ec8f128e-a09d-479a-9855-ae52ab75e40a | Clause:
From and after the Effective Date, the Administrative Agent shall make all payments in respect of [the][each] Assigned Interest (including payments of principal, interest, fees and other amounts) to [the][the relevant] Assignor for amounts which have accrued up to but excluding the Effective Date and to [the][t... | Label: Payments |
4d83fc3a-03dc-471a-a6e1-2694889cf25e | Clause:
No Grantor will create, incur, or suffer to exist any Lien on the Collateral owned by such Grantor except Liens permitted pursuant to Section 7.3(F) of the Credit Agreement; provided , that nothing herein shall be deemed to constitute an agreement to subordinate any of the Liens of the Administrative Agent unde... | Label: Liens |
8ce30751-da3b-478a-b322-3158f1b589da | Clause:
Notwithstanding any contrary provision of this Award Agreement, Restricted Stock Units may not be paid pursuant to paragraph 6 unless and until satisfactory arrangements (as determined by the Committee) are made by the Participant with respect to the payment of income and employment taxes, if any, which the Com... | Label: Tax Withholdings |
5c4b83d7-e47e-48bb-a6ac-31ec9d9b0b7c | Clause:
This Agreement shall be governed by, and construed in accordance with, the law of the State of Delaware without regard to conflict of laws principles that would result in the application of the laws of any other jurisdiction.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, ... | Label: Applicable Laws |
3352f2cd-2ee6-41b1-b9dc-6c174f31df4a | Clause:
This Lease shall be construed and enforced in accordance with the laws of the State of California. IN ANY ACTION OR PROCEEDING ARISING HEREFROM, LANDLORD AND TENANT HEREBY CONSENT TO (I) THE JURISDICTION OF ANY COMPETENT COURT WITHIN THE STATE OF CALIFORNIA, (II) SERVICE OF PROCESS BY ANY MEANS AUTHORIZED BY CA... | Label: Governing Laws |
fa13dac5-27e4-4d34-84a8-b7091a474188 | Clause:
This Amendment may be terminated by the Purchaser or the Seller, by written notice to the other party, if the Closing has not been consummated on or prior to the fifth business day following the date of this Agreement; provided that no such termination will affect the right of any party to sue for any breach by... | Label: Terminations |
18ed3f30-70b9-4c17-aef6-7a415e15fb46 | Clause:
All federal, state, provincial, local and other material tax returns required to have been filed with respect to each Loan Party and each Subsidiary of each Loan Party have been filed, and payment or adequate provision has been made for the payment of all taxes, fees, assessments and other governmental charges ... | Label: Taxes |
d4c594ae-6bc8-4bac-b6d8-151c2723d0de | Clause:
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of: (a) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number set forth on t... | Label: Notices |
c8a63300-3e1d-404c-a13a-c81958256d0c | Clause:
This Agreement may be executed in more than one counterpart, all of which shall be considered one and the same agreement, and shall become effective when one or more such counterparts have been signed by each of the Parties and delivered to the other Parties. Facsimile or PDF signature shall serve as originals ... | Label: Counterparts |
65567b6d-7c46-4d92-b692-ae1cc179dc6c | Clause:
The Sellers shall (at their own expense) promptly execute and deliver such documents and perform such acts as the Buyer may require from time to time for the purpose of giving full effect to this Agreement, including (without limitation) the transfer of the Assets.
Task: Classify this clause into ONE of these ... | Label: Further Assurances |
50ba52ad-8cf1-4347-90a2-daa060f5f484 | Clause:
Borrower shall give prompt notice to Lender of any litigation or governmental proceedings pending or, to the extent Borrower has received written notice thereof, threatened against the Property, any Asset, the Collateral, Borrower, Manager, Owner, any Borrower Party or any Guarantor which is reasonably likely t... | Label: Litigations |
d1666268-7e0a-44e8-90c9-7edd4974bbd7 | Clause:
(a) Any and all payments by the Borrower hereunder shall be made, in accordance with Section 2.13, free and clear of and without deduction for any and all present or future Taxes, including levies, imposts, deductions, charges and withholdings, and all liabilities with respect thereto, excluding , in the case ... | Label: Taxes |
d24615b8-a6af-4d34-81ab-8af0fd661f65 | Clause:
In carrying out a Participant’s election for an In-Plan Roth Conversion, the full amount of the portion of the Account selected for conversion shall be converted immediately following the Valuation Date that the conversion election is processed. The Administrator will not withhold any taxes and no portion of t... | Label: Tax Withholdings |
14152a35-1b9a-4f67-9cc1-916399e80625 | Clause:
This issuance of RSUs (and the Shares underlying the RSUs) pursuant to this Award Agreement shall be subject to, and shall comply with, any applicable requirements of any foreign and U.S. federal and state securities laws, rules and regulations (including, without limitation, the provisions of the Securities Ac... | Label: Compliance With Laws |
a2733265-4bca-4f14-9381-04871bb692e6 | Clause:
This Agreement contains the entire agreement between the parties with respect to Lively’s employment by Employer and the Bank and supersedes the Prior Agreement in its entirety. Each of the parties acknowledges that the other party has made no agreements or representations with respect to the subject matter of ... | Label: Entire Agreements |
13abf2a2-5aa1-4d3e-ac98-2daf013ecf05 | Clause:
The Issuer has duly executed and delivered this Agreement and (subject to its execution by the Purchasers) it constitutes a valid and binding agreement of the Issuer enforceable in accordance with its terms against the Issuer, except as such enforceability may be limited by principles of public policy, and subj... | Label: Enforceability |
a30df36d-548c-441e-ae65-037002b8c7de | Clause:
The Borrower and each of its Restricted Subsidiaries owns, or is licensed to use all Intellectual Property reasonably necessary for the conduct of its business as currently conducted, except for those the failure to own or be licensed to use which would not reasonably be expected to result in a Material Adverse... | Label: Intellectual Property |
cfb12e06-4d0b-4a4d-98e3-633c9c7802a6 | Clause:
The Company will use the net proceeds from the sale of the Shares, after payment of legal fees and other closing costs, to retire the Deerfield debt, support the Lee’s License Agreement activities, and general working capital requirements focused on the advancement of the AEROSURF, lyophilized KL4 surfactant a... | Label: Use Of Proceeds |
4aad96e1-e08b-4158-9593-8f6bcfe0d8eb | Clause:
Notwithstanding anything to the contrary in the Company’s 2010 Management Incentive Plan, if Executive’s employment is terminated (i) in connection with a Change in Control or (ii) within two years a Change in Control (A) by Executive for Good Reason, or (B) by the Company without Cause, then Executive’s compen... | Label: Payments |
78fad683-d8f7-4fb5-bb42-8294898b8b3e | Clause:
This Agreement shall be construed in accordance with the laws of the State of South Carolina, without regard to the conflict of law provisions of any jurisdiction.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws,... | Label: Governing Laws |
ea0f3d66-3dcf-47bc-9935-b284b2927d12 | Clause:
This Agreement (i) constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all prior oral and written understandings, all contemporaneous oral negotiations and discussions, and all other writings and agreements relating to the subject matter of this Agreement an... | Label: Entire Agreements |
dcaacb3c-22cc-4b31-b7b0-22db55542050 | Clause:
The validity, interpretations, construction and performance of this Release shall be governed by the laws of the State of California without giving effect to conflict of laws principles.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption... | Label: Governing Laws |
69ccf2ae-41c7-466b-8b4c-bbf05cf06f1b | Clause:
(a)The Borrower agrees to pay to the Administrative Agent for the account of each Lender a commitment fee, which shall accrue at the Applicable Rate on the average daily amount of the Available Revolving Commitment of any Lender that is not a Defaulting Lender during the period from and including the Effective ... | Label: Fees |
59a97704-b6eb-495d-b289-3d69b0d7f3f7 | Clause:
This Agreement (including the schedules, annexes and exhibits hereto and the other agreements and instruments referred to herein), together with the other Transaction Documents, constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the Parties with... | Label: Entire Agreements |
b020cc3a-426b-4197-8028-e6a3dd181995 | 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, ANY OTHER INDENTURE DOCUMENTS OR ANY OTHER PARI PASSU LIEN AGREEMENT. EACH ... | Label: Waiver Of Jury Trials |
56438d6b-16a0-4090-97ac-d98d163039de | Clause:
Buyer’s and the Stockholders’ payment and indemnification obligations with respect to the covenants in this Section 5.5 together with the procedures to be observed in connection with any Tax contest, shall be governed by Article VIII .
Task: Classify this clause into ONE of these types (exactly one label):
Adj... | Label: Indemnifications |
f737a611-f5d4-4eec-ad48-7ac82c99dd34 | Clause:
Any notice, designation, request, request for consent or consent provided for in this Agreement shall be in writing and shall be either personally delivered, or mailed first class mail (postage prepaid) or sent by reputable overnight courier service (charges prepaid) to the Company at the address set forth belo... | Label: Notices |
67f687f2-382f-479c-94d3-459924def49d | Clause:
Each Grantor shall keep and maintain complete, accurate and proper books and records with respect to the Collateral owned by such Grantor, and furnish to the Administrative Agent, with sufficient copies for each of the Secured Parties, such reports relating to the Collateral as the Administrative Agent shall fr... | Label: Records |
09f1edb3-f7f5-4c8c-adf2-64a7e0e9e937 | Clause:
Each party’s obligations under this Section 6.3 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the commitments of the Lenders hereunder and the repayment, satisfaction or discharge of all obligations un... | Label: Survival |
ac2c9e9b-fe21-4012-9ae5-9418c59c7ac6 | Clause:
The proceeds of each Advance shall be used in accordance with the Advance Request with respect to such Advance; provided , that (i) the Agreed Advances may only be used for payroll obligations of the Borrower and any premiums due and payable on existing insurance policies of the Borrower, and (ii) to the extent... | Label: Use Of Proceeds |
198d5ae8-849f-4db8-ac46-8bf8f12fd4f3 | Clause:
Seller agrees to promptly notify Purchaser of any fact of which the Seller Knowledge Party becomes aware which would cause the representations set forth in this Agreement to become false.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruptio... | Label: Warranties |
f71542a2-b4ef-493a-94f5-de3b067ec107 | Clause:
EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TO... | Label: Waiver Of Jury Trials |
8d337121-a20f-4bce-92f7-3a1a8368ed7c | Clause:
The obligations of the Company under this Plan shall be binding upon the successors of the Company.
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, Author... | Label: Successors |
5e2bcd52-1252-4685-84e3-a08ffe4fd56a | Clause:
The Securities, the Guarantees and the Indenture conform and will conform, in all material respects, to the respective statements relating thereto contained in the Preliminary Offering Memorandum, the General Disclosure Package and the Offering Memorandum.
Task: Classify this clause into ONE of these types (ex... | Label: Agreements |
ac2027a9-1589-4fdd-9f2f-01dfe8a63e64 | Clause:
This Employment Agreement and all disputes between the parties in connection to this Employment Agreement shall be governed by the laws of Switzerland excluding its conflict of laws rules. All terms of employment not explicitly governed by this Employment Agreement are governed by the Swiss Code of Obligations.... | Label: Governing Laws |
0744d0bf-a438-4687-8579-8b51a27d1793 | Clause:
The Collateral Agent shall exercise reasonable care in the custody and preservation of any Collateral in its possession (and the Collateral Agent shall be deemed to have exercised such reasonable care if it takes any action that the applicable Debtor requests in writing for such purpose, but failure of the Coll... | Label: General |
eb0897cc-c06d-4327-8e8a-56466c34c20a | Clause:
THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN, SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME.
Task: Classify this clause... | Label: Governing Laws |
76479d4f-a51c-4f76-ae76-44596d00bb78 | Clause:
In consideration of the severance payments and other benefits described in Section 4.3.2 , Section 4.3.3 and Section 4.3.4 , to which severance payments and benefits Executive would not otherwise be entitled, and as a precondition to Executive becoming entitled to such severance payments and other benefits unde... | Label: Waivers |
69d552c3-4679-4512-bbaf-123ba2a47d82 | Clause:
SUBJECT TO ANY CONTRARY PROVISION IN THE SECURITY AND INTERCREDITOR AGREEMENT RELATING TO FORUM SELECTION BY THE COLLATERAL AGENT WITH RESPECT TO ACTIONS BROUGHT THEREUNDER BY THE COLLATERAL AGENT, ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUM... | Label: Consent To Jurisdiction |
5f5c3a54-18a2-4b52-8076-7db20c2afe13 | Clause:
In addition to the foregoing fees, the Borrower shall pay directly to each Issuing Lender for its own account the customary issuance, presentation, amendment and other processing fees, and other standard fees, costs, expenses and charges, of such Issuing Lender that are incurred or charged by such Issuing Lende... | Label: Costs |
4c819e67-ae40-47aa-82bd-62cb952eb8e5 | Clause:
A Subsidiary Pledgor shall automatically be released from its obligations hereunder and the Collateral of such Subsidiary Pledgor shall be automatically released upon consummation of any transaction permitted by the Credit Agreements as a result of which such Subsidiary Pledgor ceases to be a Material Subsidiar... | Label: Assignments |
97f18cb5-110f-41e7-b90e-ba4e0e0a58ea | 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 OF THE OTHER LOAN DOCUMENTS. EACH PARTY HERETO (A) CERTIFIES THAT NO... | Label: Waiver Of Jury Trials |
27cbd06a-944a-4c23-9b1d-efeedf247ff3 | Clause:
Except as otherwise provided in Section 3, if the Participant incurs a Separation from Service prior to the end of the Restricted Period , the Participant will immediately forfeit the Restricted Stock Units as of the date of the Participant’s Separation from Service, and the Participant will not be entitled to ... | Label: Forfeitures |
8a8954f8-dd71-4dc8-a118-726ae29ce600 | Clause:
Group has taken all appropriate corporate action and has obtained all necessary approvals and consents that are necessary or convenient to enable Group to enter into this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws... | Label: Consents |
b81429ee-65f0-42f4-a27c-c8fdcda8a272 | Clause:
On and as of the Closing Date, the Company has no Subsidiaries other than those Subsidiaries listed on Schedule 5.12 . Schedule 5.12 correctly sets forth, as of the Closing Date, (x) the percentage ownership by the Company in the Equity Interests of each Subsidiary directly owned by the Company and the percenta... | Label: Subsidiaries |
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