id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
0fa4fa58-0447-4e49-85da-fffd236dfb28 | Clause:
In consideration of the Services performed by Consultant, InVivo agrees to pay Consultant in accordance with the terms listed in Exhibit A , or as that Exhibit may be amended from time to time by the parties in accordance with the terms set forth herein. No other amounts shall be payable by InVivo to Consultan... | Label: Payments |
6c2a9b02-b01e-42ae-aa64-a68a21850809 | Clause:
The Company is duly incorporated, validly existing and in good standing under the laws of its state of incorporation. The Company has the requisite power and authority to enter into and perform its obligations under the Transaction Documents and to complete the Transactions, in accordance with the terms thereof... | Label: Authorizations |
8ca44fe4-9dab-41c1-ae50-23f2687971f6 | Clause:
This Agreement may be executed simultaneously 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. The provisions of this Section 15.9 shall survive the Closing or earlier termination of this Agreement.
Task: Classify thi... | Label: Counterparts |
5c3ff062-6adc-4878-9641-a259b4ce5468 | Clause:
SuckerPunch is in compliance in all material respects with all laws applicable to the Business. SuckerPunch has not received any unresolved written notice of or been charged with the violation of any laws applicable to the Business except where such charge has been resolved. Except as set forth on Schedule 5.13... | Label: Compliance With Laws |
78d50468-07e4-4990-89fb-e17e1fe12678 | Clause:
The Company and its Restricted Subsidiaries have complied with all applicable statutes, rules, regulations, orders and restrictions of any domestic or foreign government or any instrumentality or agency thereof having jurisdiction over the conduct of their respective businesses or the ownership of their respect... | Label: Compliance With Laws |
80fba1b0-50a0-4ce2-952e-027f70fe6d0f | Clause:
This Agreement constitutes an amendment and restatement of the Prior Credit Agreement effective from and after the Closing Date. The execution and delivery of this Agreement shall not constitute a novation of any debt or other obligations owing to the Lenders or Administrative Agent under the Prior Credit Agre... | Label: Amendments |
a31e9bcb-61d1-45cc-8ca6-a6b1621e8774 | Clause:
(a)Unless previously terminated, the Revolving Commitments shall automatically terminate on the Maturity Date.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Author... | Label: Terminations |
da3d4d0b-02e0-4103-bb1e-1a680893ebe7 | Clause:
The Company shall pay Executive an annual rate of base salary of $243,000 in periodic installments in accordance with the Company’s customary payroll practices and applicable wage payment laws, but no less frequently than monthly. The Executive's base salary shall be reviewed at least annually by the by the com... | Label: Base Salary |
de8f5cef-5cfc-46eb-9b50-49b5f46c272f | Clause:
The failure of any party to this Agreement to exercise and/or delay in exercising any power or right hereunder shall not operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise of any other power or right hereunder. Further, the wai... | Label: No Waivers |
d63ad0af-3870-42e3-a14b-ddae064efcfd | Clause:
Except as would not impair in any material respect the ability of the Company to consummate its obligations hereunder, no consent, approval, authorization, order, license, registration or qualification of or with any court or arbitrator or governmental or regulatory authority is required for the execution, deli... | Label: Approvals |
114c6b3e-e331-4277-9b56-615b32bea970 | Clause:
The provisions of this Lease, including this Article 19 , constitute an express agreement between Landlord and Tenant with respect to damage to, or destruction of, all or any portion of the Premises or the Project, and any statute or regulation of the State of California, including without limitation Sections 1... | Label: Waivers |
10785750-df25-4879-af5c-8d26c663208b | Clause:
No failure on the part of the Administrative Agent or any Bank to exercise and no delay in exercising, and no course of dealing with respect to, any right, power or privilege under this Agreement or any Note shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privi... | Label: Waivers |
a4e38efe-7876-4749-9f3f-661da417ec61 | Clause:
You will be eligible for 15 days of “paid time off” each year, one week winter break and Company paid holidays consistent with the Company’s vacation and holiday policy.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable... | Label: Vacations |
f60d75ce-df46-4df6-a0ba-abe6009bfdb9 | Clause:
The Holder hereby releases and forever discharge the Company, its officers, directors, employees successors, agents, heirs, personal representatives and assigns, if any, from any and all manner of actions, cause and causes of action, suits, debts, sums of money, accounts, reckonings, bonds, bills, agreements, l... | Label: Releases |
691a6e90-69b8-4d73-a7c4-1e8e628d6e4f | Clause:
All representations and warranties made by the Parties pursuant to this Agreement shall survive the execution and delivery of this Agreement. This Agreement and the related documents referred to herein constitute the entire understanding between the Parties with respect to the subject matter contained herein an... | Label: Entire Agreements |
ec73e029-99a5-4da7-b900-574be0e020b1 | Clause:
The Company has in full force and effect fire and casualty insurance policies with extended coverage, sufficient in amount (subject to reasonable deductions) to allow it to replace any of its properties that might be damaged or destroyed.
Task: Classify this clause into ONE of these types (exactly one label):
... | Label: Insurances |
83020da3-850d-4bf3-b4b2-9a616f994c4c | Clause:
The representations and warranties of the parties contained in this Agreement shall survive until the first anniversary of the Closing, except (i) the representations and warranties contained in Section 2.1(a) , Section 2.1(b) , Section 2.1(c) and Section 2.1(e) , which will survive indefinitely and (ii) the re... | Label: Survival |
e7346c7a-2400-4240-8055-c4fa258e5f88 | Clause:
This Agreement has been executed and delivered in the State of Florida and all of the terms and provisions hereof and the rights and obligations of the parties hereto shall be construed and enforced in accordance with the laws thereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adj... | Label: Governing Laws |
fc74d1ed-5a13-4c99-9770-a1097775a09b | Clause:
The parties hereto agree that irreparable damage would occur and that the parties hereto would not have any adequate remedy at law in the event that any provision of this Letter Agreement were not performed in accordance with its specific terms or were otherwise breached and that money damages or other legal re... | Label: Specific Performance |
0713432e-05af-40b7-a0b0-6ac2e7f2e54a | Clause:
Neither party hereto (“Recipient Party”) shall during the life of this Agreement or thereafter disclose to any person or use for any purpose any information obtained from the other (“Disclosing Party”) in connection with, or pursuant to, this Agreement or the Project including (but not limited to) the Entsorgaf... | Label: Confidentiality |
58e04fe3-a5eb-44fd-b5fa-75c1b63bfbce | Clause:
The Company or any Subsidiary shall have the authority and the right to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy federal, state, local and foreign taxes (including the Participant’s FICA or employment tax obligation) required by law to be withheld wit... | Label: Withholdings |
5da4bf7d-c4fa-423c-a887-1495fbc2c5d9 | Clause:
Sierra Monitor represents and warrants that the undersigned has the authority to act on behalf of Sierra Monitor and to bind Sierra Monitor and all who may claim through it to the terms and conditions of this Agreement. Executive represents and warrants that he has the capacity to act on his own behalf and on b... | Label: Authority |
eb82fbac-20af-4a48-affb-fd1c658974a0 | Clause:
In the event of a Change in Control, the provisions of Section 9 of the Plan will apply to the Performance Share Units regarding acceleration of vesting, except that, if a Change in Control occurs prior to the end of the Performance Period any PSUs awarded will fully vest and be paid out at target performance l... | Label: Change In Control |
5fd2330e-f35a-4056-a9bd-0704276b3f74 | Clause:
The Administrative Agent shall have received multiple original counterparts of this Agreement duly executed by the Borrower, the Guarantors, the Administrative Agent, and the Lenders constituting the Majority Lenders.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreemen... | Label: Agreements |
478d1417-9ed4-4635-9546-091948232a26 | Clause:
The Company shall withhold any and all taxes from payment of the Transaction Bonus as may be required by applicable law.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assig... | Label: Withholdings |
2254da7c-ae4d-47db-a2f4-12901a02ae4b | Clause:
The $347,500 paid by the Purchaser for the Acquisition hereunder shall be used by the Company to pay all of the amounts set forth in Schedule 1 and Schedule 1(a) and the outstanding Indebtedness and/or liabilities set forth in Schedule 3.1(c) , along with compromising and settling the Indebtedness and/or liabi... | Label: Use Of Proceeds |
04005d62-04cd-4f93-8432-dec666ad5048 | Clause:
This Notice may be executed in multiple counterparts, each of which shall be deemed an original, and together the counterparts shall constitute one instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, App... | Label: Counterparts |
a2d93526-c379-457f-9939-85bacd685702 | Clause:
If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected,... | Label: Severability |
61d869be-0e3b-4e99-a858-686681dbda4d | Clause:
Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Award Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration,... | Label: Titles |
bc90939e-02cd-4ffa-9ac5-c8625c3c483c | Clause:
In addition to being entitled to exercise all rights and remedies provided herein or granted by Law, including recovery of damages, each of the Purchasers and the Company will be entitled to specific performance under the Transaction Documents. The parties agree that monetary damages may not be adequate compen... | Label: Remedies |
1114bc73-26ea-4629-be9a-ec02e77966d5 | Clause:
Restricted Stock Unit Awards may (but need not) be made subject to Vesting Conditions based upon the satisfaction of such Service requirements, conditions, restrictions or performance criteria, including, without limitation, Performance Goals as described in Section 10.4, as shall be established by the Committe... | Label: Vesting |
009ce813-bfed-4d8d-9237-53f618f045f9 | Clause:
This Section 18 is a continuing guaranty and shall (a) remain in full force and effect until the later of (i) the cash payment in full of the Guaranteed Obligations (other than indemnification obligations as to which no claim has been made) and all other amounts payable under this Section 18 and (ii) the Matu... | Label: Assignments |
663a06ea-0cba-46cc-a3d0-b3fef533affa | Clause:
No provision of this Agreement or any of the other Loan Documents shall be construed against or interpreted to the disadvantage of any party hereto by any Governmental Authority by reason of such party having or being deemed to have structured or dictated such provision.
Task: Classify this clause into ONE of ... | Label: Interpretations |
dd5c5a8f-66c5-42b8-badf-8e808677a117 | Clause:
As a result of the Existing Defaults, Lender is permitted to exercise its default rights and remedies as provided in the Credit Agreement without further notice or demand. All new advances continue to be in the sole discretion of Lender and neither the entering into this Amendment nor the making of additional a... | Label: No Waivers |
fea377c1-4512-46a3-80da-dfd98f615794 | Clause:
This Agreement, including Exhibit A and Schedules 1, 2, 3 and 4, constitutes the complete, final and exclusive embodiment of the entire agreement between Executive and the Company with regard to this subject matter. It is entered into without reliance on any promise or representation, written or oral, other tha... | Label: Integration |
1b96b71f-1ff5-48c7-9f4e-239ba86b5e34 | Clause:
Such Grantor will pay when due all taxes, assessments and governmental charges and levies upon the Collateral owned by such Grantor, except (i) those which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves have been set aside in accordance with GAAP and wit... | Label: Taxes |
a7d3f80e-5a28-49b3-9408-7c8bccc2110e | Clause:
All information relating to or concerning the Company or any of its Subsidiaries set forth in this Agreement and provided to the Buyer pursuant to Section 2(d) hereof and otherwise in connection with the transactions contemplated hereby is true and correct in all material respects and the Company has not omitte... | Label: Disclosures |
4f209fed-ed29-4423-89a5-3f56d0c02b21 | Clause:
Each Party shall bear its own costs associated with its participation in the Committees, including but not limited to the costs of travel and expenses directly associated with participation in the Committees.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amend... | Label: Expenses |
3e597ed5-4720-4f48-9f3b-aeeda11b8414 | Clause:
If any term, provision, covenant or restriction contained in the Award is held by a court or a federal regulatory agency of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions contained in the Award shall remain in full force and effect... | Label: Severability |
b22b8b3d-9c86-4e40-b0b3-626e5a058a81 | Clause:
This Agreement shall be construed in accordance with, and all actions arising under or in connection therewith shall be governed by, the internal laws of the State of Illinois.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, App... | Label: Governing Laws |
0f44e257-0f8a-403d-b417-81dcdba3da46 | Clause:
If any material condition or provision contained herein is held to be invalid, void, or unenforceable by a final judgment of any court or arbitrator, then the remaining provisions of this Agreement shall remain in full force and effect and the unenforceable provision shall be deemed modified to the limited exte... | Label: Severability |
25d3b8a2-f069-427c-8e58-fdd23a57453d | Clause:
This Restricted Stock Grant, together with the Plan, contains the entire agreement between the parties with respect to the subject matter and supersedes any and all prior understandings, agreements or correspondence between the parties.
Task: Classify this clause into ONE of these types (exactly one label):
Ad... | Label: Entire Agreements |
8efe8882-8e68-4c35-bcd5-507116703e66 | Clause:
Each Credit Extension shall bear interest on the outstanding principal amount thereof from the date when made until paid in full at a rate per annum equal to the Applicable Interest Rate. Each Lender may, upon the failure of Borrower to pay any fees or interest as required herein, capitalize such interest and ... | Label: Interests |
a47d8109-c13a-42dc-a3e1-e8b1a0a7adc0 | Clause:
From and after the Effective Date, the following Lenders shall be documentation agents: TD Securities (USA) LLC, New York Branch, Barclays Bank PLC, Citizens Bank, N.A., SunTrust Bank, PNC Bank, National Association, Morgan Stanley Bank, N.A., Morgan Stanley Senior Funding, Inc., Royal Bank of Canada, Goldman S... | Label: Titles |
6d3e5918-3e9a-4265-ad95-638aa9d7b27e | Clause:
The validity, interpretation, construction and performance of this Agreement will be governed by and construed in accordance with the substantive laws of the State of Ohio, without giving effect to the principles of conflict of laws of such State. Further, any litigation arising out of this Agreement shall be v... | Label: Governing Laws |
641a906f-bae1-43c6-b80b-f293f6bd180e | Clause:
Parent will, and will cause each of the Subsidiaries to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks and trade names material to the conduct of its ... | Label: Existence |
f5fc8a8c-6e61-4f01-b52b-4121b3b91cc6 | Clause:
This Agreement constitutes the entire agreement between Company and Seller and supersedes all prior agreements and understandings, both written and oral, among the Parties with respect to the subject matter hereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements,... | Label: Entire Agreements |
c5865e01-8148-47d1-a396-5bade4242566 | Clause:
Each Agent and each Lender agrees (on behalf of itself and each of its affiliates, directors, officers, employees and representatives) to use reasonable precautions to keep confidential, in accordance with its customary procedures for handling confidential information of this nature and in accordance with safe ... | Label: Confidentiality |
0bdfa5df-80d4-44f6-9dce-8923df7487cd | Clause:
If any provision of the Certificate is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction or would disqualify the Certificate under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to applicable laws, or if it cannot be s... | Label: Severability |
9c32f0c0-604a-4558-b298-a72166e8b4be | Clause:
Upon the settlement of the Award in accordance with Section 2(c) hereof, the Participant shall recognize taxable income in respect of the Award and the Company shall report such taxable income to the appropriate taxing authorities in respect of the Award as it determines to be necessary and appropriate. The Co... | Label: Taxes |
23838100-4dde-4a97-984f-e950e3940505 | Clause:
The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which it is a party, the issuance and sale of the Common Shares and the consummation by the Company of the transactions contemplated hereby and thereby do not and will not: (i) conflict with or violat... | Label: No Conflicts |
4cfa8270-7190-4e2c-b85e-f9a62cb7a8a1 | Clause:
The Participant acknowledges and agrees that in the performance of the Participant’s duties to the Company during the Participant’s employment with the Company, the Participant shall be brought into frequent contact with existing and potential customers of the Company throughout the world. The Participant also ... | Label: Agreements |
40588b88-2f55-4a5e-80c4-276a23bed81f | Clause:
This Agreement shall take effect as of the Effective Date and, subject to the provisions of Section 6.01, shall continue in force for an initial period of one (1) year (the “ Initial Term ”). Thereafter, unless either party notifies the other of its intent not to renew the Term of this Agreement at least 30 day... | Label: Terms |
06a61e82-fd1e-45e9-b11d-6f61ec554963 | Clause:
This Intellectual Property Security Agreement shall be governed by, and construed and interpreted in accordance with, the law 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, ... | Label: Governing Laws |
44dc46ef-ac02-4939-b23a-e68d50eb8999 | Clause:
Notwithstanding the other provisions hereof, this Agreement is intended to comply with the requirements of section 409A of the Code, to the extent applicable, and this Agreement shall be interpreted to avoid any penalty sanctions under section 409A of the Code. Accordingly, all provisions herein, or incorporat... | Label: Interpretations |
334b47d4-2460-4e12-b73e-0ef782437b37 | 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 $2,500,000 of... | Label: Closings |
cd3b87b1-1fb8-4803-b858-0231d3433603 | Clause:
Notwithstanding any other provision of the Plan to the contrary, the Employer shall withhold from any amounts payable hereunder (or from other amounts payable by the Employer to the Participant) any taxes or other amounts required by any governmental authority to be withheld. If FICA taxes must be withheld in c... | Label: Withholdings |
64e58bcd-39a1-4d7d-b414-99705f1f6d6f | Clause:
It is specifically understood and agreed that any breach of the provisions of this Agreement, including, without limitation, Sections 7 and 8 hereof, by the Executive may result in irreparable injury to the Company and its subsidiaries and affiliates, that the remedy at law alone may be inadequate remedy for su... | Label: Specific Performance |
00138c76-dea5-4c19-98e2-645347f17db6 | 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 or e-mail at the facsimile number or e... | Label: Notices |
949193f8-85a0-463a-9d2d-6210278714c2 | Clause:
Each Party acknowledges and agrees that the other Party would be damaged irreparably if any provision of this Agreement is not performed in accordance with its specific terms or is otherwise breached by such Party. Accordingly, each Party agrees that the other Party will be entitled to an injunction or injuncti... | Label: Specific Performance |
07bdc4b1-459a-47d7-8c9a-4f3a792d1a4b | Clause:
Other than to the extent any written employment agreement between the Grantee and the Company provides for (a) treatment different or (b) the definition of terms different, than that which is provided by this Agreement and Appendix A and B, this Agreement and Appendix A and B constitutes the entire understandin... | Label: Entire Agreements |
676bbf6f-ad53-4ca7-8bf8-25b3b38d446e | Clause:
The representations and warranties of the Purchaser contained in this Agreement shall be true and correct in all material respects (other than those which are qualified as to materiality, which shall be true and correct in all respects) on and as of the Closing Date with the same force and effect as though made... | Label: Representations |
257d72a0-e8ff-4fd3-ad00-71c07375fd95 | Clause:
Upon the payment of any Annual Incentive, the Corporation (or applicable Subsidiary making such payment, as the case may be) shall have the right to deduct the amount of any federal, state or local taxes that the Corporation or any Subsidiary may be required to withhold with respect to such payment.
Task: Clas... | Label: Tax Withholdings |
690346f8-fa80-4e6e-a6ec-00c6d66fb21d | Clause:
Subject to Section 2.2, the term of employment of Executive by Luminex shall be two (2) year commencing on the Effective Date and shall thereafter automatically renew for successive additional one‑year terms unless either party provides the other with written notice of its intent not to renew this Agreement at ... | Label: Terms |
8f2828ec-f0d0-40cf-a89b-2b9169677949 | Clause:
The Company does not have any predecessor corporation(s), or any subsidiaries, and does not own, beneficially or of record, any shares or any interest in any other corporation or other business entity.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, ... | Label: Subsidiaries |
8e31decd-8c0e-4496-b627-e8c197c021f7 | Clause:
At the request of the Company, each Holder shall deliver a duly completed and executed written notice (each such notice, a “ Notice and Questionnaire ”) to the Company (i) notifying the Company of such Holder’s desire to include Registrable Securities held by it in a Resale Shelf Registration Statement, (ii) co... | Label: Notices |
f1a1ed04-ac91-4527-aafd-218fe1fd5240 | Clause:
Each Party shall perform its obligations under this Contract, and Buyer shall transport and use the gypsum to be delivered hereunder, in accordance with all applicable federal, state, county, municipal and local laws, ordinances and regulations, including the United States Environmental Protection Agency final ... | Label: Applicable Laws |
752c3f8c-c0fd-4532-9c8d-e694263b1783 | Clause:
This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York; provided that, the Administrative Agent, each L/C Issuer, the Swing Line Lender and each Lender shall retain all rights arising under applicable federal law.
Task: Classify this clause into ON... | Label: Governing Laws |
6e4f8837-9bb4-4e06-9b8a-73a0cb2ff017 | Clause:
The Borrower shall use the proceeds of the Incremental Term B Loans on the Effective Date to repay outstanding Revolving Loans under the Credit Agreement and to pay fees and expenses in connection with the First Amendment and this Agreement.
Task: Classify this clause into ONE of these types (exactly one label... | Label: Use Of Proceeds |
c24e38c0-9546-49e2-9035-48750ea073ff | Clause:
No waiver by either party of any condition or of the breach by the other of any term or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed or construed as a further or continuing waiver of any such condition or breach or a waiver of any other con... | Label: Waivers |
c5018602-0c03-4c34-9d8a-4a91d0efbe4f | Clause:
Reimbursement from the Company for reasonable and necessary out-of-pocket travel and other expenses incurred by the Consultant in rendering services under this Agreement, subject to providing documentation of the same to the Company. Company agrees to pay for all additional information requirements, reports, et... | Label: Expenses |
af72dad3-0243-480c-a478-67a5866e2ddb | Clause:
The Company has filed all quarterly and annual reports, to the best of its knowledge, all other reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "1934 Act") (all of the... | Label: Financial Statements |
7fc9d97f-15de-48f7-b31e-4f1b4a8ddc8c | Clause:
The term (the “Term”) of this Sublease shall be for the period commencing (i) as to the Phase I Premises, on the date Master Lessor delivers possession of the entirety of the Phase I Premises to Sublessor, which is anticipated to be July 1, 2017 (the “Phase I Delivery Date”) and (ii) as to the Phase II Premises... | Label: Terms |
e7782ad1-3656-4562-9287-f90fdd7c60e8 | Clause:
Each of Seller and the Company has the necessary power and authority to enter into the Transaction Documents to which it is party, to perform its obligations thereunder and to consummate the transactions contemplated therein. All corporate or limited liability company actions or proceedings to be taken by or on... | Label: Authority |
ae5c3b34-0896-485d-8ef6-e3a49c0913ff | Clause:
From and after the Closing, (a) Buyer will (i) remit to Seller any payment that Buyer or any of Buyer’s Affiliates receives or collects in respect of any Excluded Asset and (ii) reimburse Seller for any payment Seller or any of Seller’s Affiliates makes to a third-party in payment of an Assumed Liability and (b... | Label: Payments |
efb98984-6151-42f1-a42d-696e505e3c91 | Clause:
Other than Dawson James, neither the Company nor any of the officers, directors or employees of the Company has employed any broker or finder in connection with the transaction contemplated by this Agreement. The Company shall indemnify Intrexon from and against any broker’s, finder’s or agent’s fees for which ... | Label: Brokers |
dfaeb77b-8f54-481b-a077-f0e2c819a8ae | Clause:
If any term, provision, agreement, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, agreements, covenants and restrictions of this Agreement shall remain in full force and effec... | Label: Severability |
7a747005-0dbd-4ce5-9e83-5b2bdd984b3b | Clause:
Executive shall be entitled to receive such benefits and fringe benefits, subject to the Company’s policies and guidelines for the same, if any, as are approved from time to time by the Company for all of the Company’s senior executives.
Task: Classify this clause into ONE of these types (exactly one label):
A... | Label: General |
36e4bc60-56be-4889-8d99-91248263d861 | Clause:
This Letter Agreement constitutes a complete and exclusive statement of the terms of the agreement between the parties and supersedes all prior agreements with respect to its subject matter.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corrup... | Label: Entire Agreements |
e005768a-a48b-4d71-a6ce-1e82a0db9fee | Clause:
In case any one or more of the provisions contained in this Guaranty should be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby, and the parties hereto shall enter into good faith negotiat... | Label: Severability |
48bfdc18-f580-4c1a-a224-e30abffed0a2 | Clause:
Should a dispute arise in connection with this letter agreement or your employment with the Company, the parties will first submit the dispute to non-binding mediation. The Company will pay for the mediation and select the mediator. Should the dispute remain unresolved after one day of mediation, the Company ... | Label: Arbitration |
24273bb4-4543-403d-a206-bce873078838 | Clause:
The Plan shall be governed and construed in accordance with ERISA and any other applicable federal law and, to the extent not preempted by federal law, the laws of the State of Texas. Except as otherwise mandated by federal law, exclusive jurisdiction over all disputes and actions arising under, or directly or ... | Label: Governing Laws |
892d0aba-a229-403e-a2c9-56f4b4c1fe40 | Clause:
Payment by the Borrowers of an upfront fee related to the Term Loan equal to $5,000 and a waiver fee related to the suspension of the Consolidated Asset Coverage Ratio for the periods described herein equal to $5,000.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreemen... | Label: Fees |
9d30051d-1f0a-4f5d-8122-b905b7eeb733 | Clause:
Licensee may assign, in whole or in part, in its sole discretion and without the consent of Licensor, this Agreement and any or all of its rights, interests and obligations hereunder to any other Person, but no such assignment shall relieve Licensee of its obligations under this Agreement if such assignee does ... | Label: Assignments |
572f8e5b-f540-4eab-9ce8-2fc0c9ce6fe8 | Clause:
If the parties sign this Agreement in counterparts, each counterpart constitutes an original, and all counterparts, collectively, constitute only one agreement. The signatures of all the parties need not appear on the same counterpart, and delivery of a signed counterpart signature page by fax or other electron... | Label: Counterparts |
90b9fe98-bcb3-4408-818a-a2b8084faa21 | Clause:
For purposes of this section 6, the term “Company” includes the Company’s subsidiary and affiliated entities. All such subsidiary and affiliated entities shall be deemed third party beneficiaries of this Agreement, and shall be entitled to enforce the provisions of this section 6.
Task: Classify this clause i... | Label: Subsidiaries |
4cc6dc8c-d6dc-4e0f-80b5-e594fd6aa2f6 | Clause:
The Company shall be entitled to withhold from any amounts to be paid or benefits provided to Executive hereunder any federal, state or local withholding, FICA and FUTA contributions, or other taxes, charges or deductions which it is from time to time required to withhold.
Task: Classify this clause into ONE o... | Label: Withholdings |
98c4370b-606d-40d7-b6c9-8e5c784e16c9 | Clause:
This Agreement shall be effective as of the Effective Date and, unless terminated earlier by mutual written agreement of the Parties or pursuant to Sections 9.2, 9.3 or 9.4 below, shall continue in effect, on a country-by-country and Product-by-Product basis, until the expiration of the Royalty Term for such Pr... | Label: Terms |
69aa613e-9d37-44ad-87dc-ca337e847ee1 | Clause:
During the term of this Agreement and so long as no Payment Default has occurred and is continuing under any of the Notes, the Pledgor is authorized to collect all distributions, interest payments, and other amounts that may be, or may become, due on any of the Collateral.
Task: Classify this clause into ONE o... | Label: Interests |
c7c4f96e-402d-402f-8a56-51195ab83413 | Clause:
Each Borrower shall keep accurate and complete records of its Accounts, including all payments and collections thereon, and shall submit to Agent sales, collection, reconciliation and other reports in form reasonably satisfactory to Agent, on such periodic basis as Agent may request. Each Borrower shall also pr... | Label: Records |
1ec40353-74d4-413a-b40d-41662224b2a2 | Clause:
All representations and warranties made by the Seller and the Members in this Agreement or in any agreement or certificate executed and delivered pursuant to this Agreement shall survive the execution and delivery of this Agreement and the Closing until the expiration of two (2) years from the Closing Date, oth... | Label: Warranties |
1d410eb9-793b-4d00-9a39-89f81582ab97 | Clause:
In the event the obligation of the Borrower to pay interest on the principal balance of the Revolving Credit Note or on any other amounts outstanding hereunder or under the other Loan Documents is or becomes in excess of the maximum interest rate which the Borrower is permitted by law to contract or agree to pa... | Label: Interests |
ff262006-725c-43c4-a836-50462b091478 | Clause:
The term (“ Term ”) of this Agreement shall commence on the date hereof and shall immediately terminate upon the earliest of, without the need for any further action by any person, (i) the mutual agreement of the Parties, (ii) the Closing (iii) the termination of the Merger Agreement and (iv) the amendment of t... | Label: Terms |
7450742a-ffb2-46bc-b2c0-bafb0e62b4f7 | Clause:
As of the date hereof, the authorized capital stock of the Company on the date hereof is 19,995,000,000; (b) the number of shares of capital stock issued and outstanding is 47,327,507; (c) the number of shares of capital stock issuable pursuant to the Company’s stock plans is 9,315; and (d) the number of shares... | Label: Capitalization |
60659c52-d38d-4d46-bd63-43ae01a7738c | Clause:
On the Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, up to an aggregate of (i) $10,003,500 of Shares for each Purchaser equal to such Purchaser’s Subscription Amount for Shares as set for... | Label: Closings |
46c6fcf5-05a0-41cf-8921-741f36651158 | 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 $6,000,000 in ... | Label: Closings |
6547e4bb-7853-422e-af46-6d11075c0186 | Clause:
Lenders will reimburse and indemnify Agent for and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses (including, without limitation, attorneys’ fees and expenses), advances or disbursements of any kind or nature whatsoever which may be imposed o... | Label: Indemnifications |
2c9c58af-f16a-432f-8cf3-15b6ec573861 | Clause:
The Restricted Shares shall be forfeited to the Company if the Awardee’s employment with the Company terminates for any reason prior to the third anniversary of the Award Date (the “ Lapse Date ”), or if the Awardee violates any provision of this Agreement.
Task: Classify this clause into ONE of these types (e... | Label: Forfeitures |
7cc85eff-60b3-485f-93d9-7fd114dc104b | Clause:
The execution, delivery and performance by each Loan Party of this Amendment 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) conflict with or result in any breach or contrav... | Label: Authorizations |
c193bcab-bc99-41cb-b615-c90d37608446 | Clause:
The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 paid by the assignee or assignor lender; provided that, the Administrative Agent may, in its sole discretion, elect to waive such processing... | Label: Assignments |
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