id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
f5e7fe95-09ab-418f-9588-e55bf636236c | Clause:
At the Closing Date and as of the date of the 2017 Term Loan funding, the representations and warranties set forth herein and in any other Loan Document shall be true and correct.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, ... | Label: Warranties |
a831c8ec-dbb9-4510-abbe-a25812f05d0f | Clause:
I am pleased to offer you the full-time position of Chief Operating Officer working at our offices in Emeryville, CA . Your position with the Company, pursuant to the terms and conditions of this letter and accompanying Confidential Information and Invention Assignment Agreement, will commence on April 28, 2017... | Label: Titles |
b286a4cf-9849-4bbd-8887-14a7e2a9fbc2 | Clause:
This Agreement shall be construed and enforced in accordance with and governed by 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, ... | Label: Governing Laws |
c9506320-8bea-47ac-893d-594c62529264 | Clause:
At the Borrowers’ cost and expense, upon the reasonable request of the Administrative Agent, the Loan Parties shall promptly duly execute and deliver, or cause to be duly executed and delivered, to the Administrative Agent such further information, instruments, documents, certificates, financing and continuatio... | Label: Further Assurances |
da693ade-8e7a-4a0d-9962-7492844f14b5 | Clause:
The Seller has full power and authority to execute and deliver this Agreement and each of the Ancillary Agreements to which it will be a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the S... | Label: Authority |
0738f984-26b3-4f11-b2a2-b675dbd2358a | Clause:
This Agreement embodies the entire agreement of the parties relating to the engagement of Consultant by Bank. No amendment, modification extension or renewal of this Agreement shall be valid or binding upon Bank or Consultant unless made in writing and signed by the parties.
Task: Classify this clause into ON... | Label: Entire Agreements |
1b7be07a-762e-4e94-a88a-57fde6edf344 | Clause:
The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party, has been duly authorized by all necessary corporate or other organizational action, and does not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b)... | Label: Authorizations |
192b521b-0f2c-4487-ac96-56e78af7b4ad | Clause:
You will receive an indemnification agreement for your service as an officer of the Company consistent with indemnification agreements in place with other executive officers of the Company. As an officer of the Company, you will also be included in the Company’s annual Director and Officer Insurance program.
T... | Label: Indemnifications |
83378266-4756-4b8e-a6bc-1c07e6525b2d | Clause:
If the Participant’s employment is terminated because of the Participant’s death, the Participant’s participation in the Plan will terminate without further obligations of the Company to the Participant or the Participant’s legal representatives under the Plan other than (i) the payment of Accrued Obligations a... | Label: Death |
0b0702b5-e461-4fc6-97d8-d2be97cf1b89 | Clause:
This Note shall be governed by and construed in accordance with the laws of the State of Florida. Borrower agrees that any action or proceeding against it to enforce the Note may be commenced in state or federal court in any county in the State of Florida, and Borrower waives personal service of process and agr... | Label: Governing Laws |
ba45dd2e-c83f-4961-849e-064ef4af5ea5 | Clause:
The Issuer will, or will cause the Administrator to, indemnify the Asset Representations Reviewer and its officers, directors, employees and agents (each, an “ Indemnified Person ”), for all costs, expenses, losses, damages and liabilities resulting from the performance of its obligations under this Agreement (... | Label: Indemnifications |
7850700d-8279-4da8-b4e0-3c853c5b37ea | Clause:
All capitalized terms used but not defined in this Amendment shall have the meaning assigned to such terms in the Agreement and the construction provisions set forth in Section 9(o) of the Agreement shall also apply to this Amendment.
Task: Classify this clause into ONE of these types (exactly one label):
Adju... | Label: Definitions |
f267279b-8315-4b49-8653-4fd87d95c378 | Clause:
Where any person is entitled to receive Shares pursuant to the Restricted Stock Award granted hereunder, the Company shall have the right to require such person to pay to the Company the amount of any tax which the Company is required to withhold with respect to such Shares, or, in lieu thereof, to retain, or t... | Label: Taxes |
e87bb817-19a6-4e07-89a4-01e5ad4dbb0c | Clause:
If any one or more of the provisions contained in this Note are invalid, illegal or unenforceable in any respect, the validity, legality or enforceability of all the remaining provisions will not in any way be affected or impaired. If any one or more provisions contained in this Note are deemed invalid, illegal... | Label: Severability |
9f0bbf42-beda-4534-9f3c-2f8574f23085 | Clause:
Each of the Parties to this Agreement hereby represents and warrants to the other Party(ies) hereto that all approvals and authorities necessary for such Party to enter into this Agreement and be bound by its terms have been obtained. Each of the Parties to this Agreement further represents and warrants to the ... | Label: Approvals |
1ffac190-7725-43dc-8d6c-33a96bec897a | Clause:
This Amendment No. 5 sets forth the entire agreement between the parties with respect to the matters set forth herein. There have been no additional oral or written representations or agreements. Except as herein modified or amended, the provisions, conditions and terms of the Lease shall remain unchanged an in... | Label: Miscellaneous |
26c6ae91-1ee5-40c5-b07d-129b497fe50d | Clause:
Except for disclosures made to the Purchasers or their advisors under the terms of a Non-Disclosure Agreement, neither the Company nor any Person acting on its behalf has provided the Purchasers or their agents or counsel with any information that constitutes or might constitute material, non-public information... | Label: Disclosures |
94009764-2a53-477c-bea6-8f293de8a58e | Clause:
This Agreement shall be governed by the laws of the State of California.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Bene... | Label: Applicable Laws |
f379fdd7-70b4-474d-9003-893b27c4c535 | Clause:
This Agreement constitutes the entire agreement between the parties who have executed it and supersedes any and all other agreements, understandings, negotiations, or discussions, either oral or in writing, express or implied, between the parties to this Agreement. The parties hereto acknowledge that no repres... | Label: Entire Agreements |
5797ef22-30e3-4487-af12-c652ad29271a | Clause:
The Administrative Agent shall have received (A) the audited Consolidated balance sheet of the Borrower and its Subsidiaries as of December 31, 2016 and the related audited statements of income and retained earnings and cash flows for the Fiscal Year then ended and (B) unaudited Consolidated balance sheet of th... | Label: Financial Statements |
52974cd3-0c57-4742-8160-dc0c3bdb9bdf | Clause:
The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption (provided that no signature will be required from any Lender being replaced pursuant to Section 11.13 ), together with a processing and recordation fee in the amount of $3,500; provided , however , ... | Label: Assignments |
07c5d453-8166-44f7-a580-1761da1767b5 | Clause:
The representations and warranties contained in Section 3 of this Amendment shall survive the execution and delivery of this Amendment and the Second Amendment Effective Date.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Appl... | Label: Survival |
ad64ac0e-f32f-4264-b7be-9bbf0983bd61 | Clause:
Except as set forth on Schedule 3.06(a), there are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Credit Party, threatened against or affecting any Credit Party or any of its Subsidiaries (i) which could reasonably be expected, ... | Label: Litigations |
dc056765-b7c2-44ea-b300-75fbfd90b8d1 | 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 de-liver deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender and the Administrative A... | Label: Amendments |
6cbd71ca-3521-414e-bc1c-99b8d021aee2 | Clause:
If the merger agreement with Parent referred to above terminates and the merger does not occur, then this Retention Agreement will also terminate and become null and void, and none of Parent, OneBeacon or their affiliates will have any liability to you or any other person, and you will not have any liability to... | Label: Effectiveness |
97424ed7-e1c6-44e9-b8f6-e72bcd0f8be5 | Clause:
The term of this Agreement (the “ Term ”) will begin on the date hereof and will expire on the two-year anniversary of such date (the “ Initial Term ”). After the Initial Term, the Term will renew for renewal periods of one year each unless either party gives the other written notice of intent not to renew at l... | Label: Terms |
a21eebe4-4c62-46dd-afef-aa5f42da30bb | Clause:
In the event of a Change in Control, each Stock Option and SAR will become fully exercisable, any restrictions on each outstanding share of Stock will lapse, and each outstanding Award of Stock Units (including Restricted Stock Units and Performance Awards to the extent consisting of Stock Units) will become ve... | Label: Change In Control |
7e022851-d844-4823-a6ff-afb8bf62e359 | Clause:
Facsimile execution and delivery of this Agreement is legal, valid and binding execution and delivery for all purposes. This Agreement shall not confer any rights or remedies upon any person other than the parties and their respective successors and permitted assigns. This Agreement (including the documents ref... | Label: Miscellaneous |
8db5115b-c9b7-465d-ab43-7b4d756c78f5 | Clause:
If any amendment to this Agreement is reasonably requested to give effect to or to evidence any addition of Incremental Facilities pursuant to and in accordance with this Section 2.16 , then such amendment shall be effective if executed by the Credit Parties, each Lender providing such Incremental Facility and ... | Label: Amendments |
a7866fe4-965c-4352-b10f-8a09809cb0e7 | Clause:
(a) This Agreement expires at the close of business on January 26, 2019; provided , however , that if a Change in Control has occurred prior to the date on which this Agreement expires, this Agreement shall not expire prior to three years following the date of the Change in Control; provided , further , that th... | Label: Terms |
e076544f-e25f-42e1-991b-9d59de3749a7 | Clause:
Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company confirms that neither it nor any other Person acting on its behalf has provided the Purchaser or its agents or counsel with any information that it believes constitutes or might co... | Label: Disclosures |
b3826c0c-ad38-4a3c-8478-160725335daa | Clause:
During the term of this Agreement and thereafter, Executive agrees to cooperate with the Company and its affiliates, agents, accountants and attorneys concerning any matter with which Executive was involved during Executive’s employment. Such cooperation shall include, but not be limited to, providing informati... | Label: Cooperation |
4e80d5d1-7b31-4741-ab63-af5fc7226e62 | 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 September 15 ,2017;... | Label: Terminations |
0e1c774e-07aa-4027-b4b6-d6c7c7ff726c | Clause:
All payments or grants made pursuant to this Award Agreement shall be subject to withholding of all applicable taxes for federal, state, local and other tax purposes, including any employment taxes resulting from the lapsing of the restrictions (the “Tax Obligations”). In the event that Company requests the Emp... | Label: Withholdings |
e5aa76ad-6245-4335-9f5d-a8fc9a6f850f | Clause:
If the dispute or disagreement between the parties has not been resolved in accordance with the provisions of Section 7.9.1 above, then any such controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration to be held in Chicago, Illinois, in accordanc... | Label: Arbitration |
1e8c405e-dae3-4334-8a1f-67bc1e2c5513 | Clause:
Unless otherwise indicated, “Sections,” “clauses” and “Exhibits” mean and refer to designated Sections, clauses, and Exhibits of this Agreement. Words such as “herein,” “hereby,” “hereinafter,” “hereof,” “hereto,” and “hereunder” refer to this Agreement as a whole, unless the context indicates otherwise. All he... | Label: Headings |
53a02943-c0e0-474d-93c9-fbdfbb29fc64 | Clause:
In the event that either party to this Agreement institutes litigation against the other party to enforce his or its respective rights under this Agreement, each party shall pay its own costs and expenses incurred in connection with such litigation. As a material part of the consideration for this Agreement, BO... | Label: Litigations |
26261a23-5734-408c-a241-74c59b739ee7 | Clause:
The Obligors shall have paid all reasonable and documented expenses (to the extent invoiced prior to the Fifth Amendment Effective Date) and fees due and payable to Agent and Lenders on the Fifth Amendment Effective Date.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agre... | Label: Expenses |
cfae429c-692b-49fd-8218-a0bd9d893368 | Clause:
In the event that any provision of this Plan shall be held illegal or invalid for any reason, such illegality or invalidity shall not affect the remaining provisions of this Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included.
Task: Classify this clau... | Label: Severability |
87822ec7-e186-432f-a27f-53e4620b3a79 | Clause:
This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Arizona, without giving effect to the conflict of law principles thereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws,... | Label: Governing Laws |
6afdab40-4764-4253-94d7-eafae1532d6c | Clause:
This Agreement may be executed in multiple counterparts, each of which will be considered an original but all of which will constitute the same instrument, notwithstanding that fewer than all of the parties have signed the same counterpart. A counterpart signature page transmitted by facsimile machine will be g... | Label: Counterparts |
154f78fd-6d6e-40c6-92a4-4f1c8aecd847 | Clause:
Each party’s obligations under this Section 2.14 shall survive the resignation or replacement of the Administrative Agent, any assignment of rights by, or the replacement of, a Lender, and the Discharge of Obligations.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreeme... | Label: Survival |
296edcdd-9098-4e4e-808d-af26914bb35f | Clause:
This IP Security Agreement Supplement has been entered into in conjunction with the provisions of the Security Agreement. The Grantor does hereby acknowledge and confirm that the grant of the security interest hereunder to, and the rights and remedies of, the Administrative Agent with respect to the Additional ... | Label: Remedies |
9881f681-6532-4f8c-87df-0dbafba181ed | Clause:
This [Copyright] [Patent] [Trademark] Security Agreement and the rights and obligations of the parties hereto 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... | Label: Governing Laws |
616768d9-da93-48e5-97d0-84236a9e6ded | Clause:
Section 2.17 of the Credit Agreement is hereby incorporated, mutatis mutandis , by reference as if such section were set forth herein and each Guarantor agrees to observe and perform each of the terms and conditions set forth in Section 2.17 of the Credit Agreement as such section relates to such Guarantor.
Ta... | Label: Taxes |
a84aae14-c77e-46f6-ad5c-ebdd0190cdb0 | Clause:
The provisions of this Employment Agreement shall be deemed severable , and if any part of an y provision i s held illegal , void or invalid under applicable law , such provision ma y be chang e d to the extent reason a bl y necessary to make the provision , as so changed , l e gal , valid and binding . If any ... | Label: Severability |
d2c2dea7-80df-4125-ba0a-988cebd4a53a | Clause:
This Agreement and the other Transaction Documents represents the entire agreement and understanding between the parties concerning the Exchange and the other matters described herein and therein and supersedes and replaces any and all prior agreements and understandings solely with respect to the subject matte... | Label: Entire Agreements |
1791344d-3de1-4085-8da6-a35e206f285d | Clause:
THIS AMENDMENT SHALL BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF ILLINOIS APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustment... | Label: Governing Laws |
4fd0f05b-4401-4889-a8b2-14b9c4b201c1 | Clause:
Any provision of this Agreement that is deemed invalid, illegal or unenforceable in any jurisdiction will, as to that jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability, without affecting in any way the remaining provisions hereof in such jurisdiction or rendering that... | Label: Severability |
f1f413fd-102b-4d4c-a65c-3f802451e539 | Clause:
This Guaranty Agreement is for the benefit of Administrative Agent, each other Lender Party and their successors, and in the event of an assignment by any Lender Party of the Guaranteed Obligations or any part thereof in accordance with the terms of the Loan Agreement, such Lender Party's assigns, and the right... | Label: Binding Effects |
25efaa99-af9d-4fea-b9c9-b8a3e41185f8 | Clause:
Buyer’s representations and warranties outlined in this Section 5.2 , shall survive for a period of six (6) months after the Closing Date, and shall not be merged into the Closing Documents. Buyer hereby represents and warrants the following to Seller, which representations and warranties are true and correct i... | Label: Warranties |
121618bb-9419-4c3a-8cc6-19885f179668 | Clause:
Subject to the terms and conditions set forth herein (including Section 2.22), each Issuing Bank agrees, in reliance upon the agreements of the Revolving Lenders and the Administrative Borrower set forth in this Section 2.05 and elsewhere in the Loan Documents, to issue Letters of Credit denominated in Dollars ... | Label: General |
34a7d294-fc18-465c-b7d3-b95d07e4041e | Clause:
Unless otherwise expressly stated herein, whenever Landlord’s or Tenant’s consent is required under this Lease, such consent shall not be unreasonably withheld, qualified or delayed.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Law... | Label: Consents |
a808d5ee-6765-4ab5-9a67-1c07e03ff81f | Clause:
Except where preempted by federal law, the validity, interpretation, construction, and performance of this non-interference agreement is governed by and is to be construed under the laws of the state of California applicable to agreements made and to be performed in that state, without regard to conflict of law... | Label: Governing Laws |
02e76b86-783a-484e-abdb-e1779b122fb5 | Clause:
Each part, term, or provision of this Release is severable from the others. Notwithstanding any possible future finding by a duly constituted authority that a particular part, term, or provision is invalid, void, or unenforceable, this Release has been made with the clear intention that the validity and enforce... | Label: Severability |
4bcc65c9-311c-4add-b96d-1cd7171fff07 | Clause:
On or before the time you receive a distribution of the shares of Stock subject to your PSUs, or at any time thereafter as requested by the Company, you hereby authorize any required withholding from the Stock issuable to you and/or otherwise agree to make adequate provision in cash for any sums required to sat... | Label: Tax Withholdings |
3a8ed396-2ccc-410a-bb30-3261e60e9229 | Clause:
Promptly (but in no event later than ten (10) days after any Responsible Officer of any Credit Party obtains knowledge thereof) notify the Administrative Agent in writing of (which shall promptly make such information available to the Lenders in accordance with its customary practice) (i) any unfavorable determ... | Label: Erisa |
7b01a2d3-3960-430e-864f-480a9cefa3b2 | Clause:
This Settlement Agreement and Release is contractual and not a mere matter of recital. All remedies at law or in equity shall be available for the enforcement of this Settlement Agreement and Release. This Settlement Agreement and Release may be pleaded as a full bar to the enforcement of any claims a party, or... | Label: Enforceability |
7a9ae13b-ff22-4473-b092-7e000a7a08ee | Clause:
This Agreement shall be governed in all respects by the internal laws of the State of Delaware as applied to agreements entered into among Delaware residents to be performed entirely within Delaware, without regard to principles of conflicts of law.
Task: Classify this clause into ONE of these types (exactly o... | Label: Governing Laws |
4e1f1b59-dd83-4ea9-8bbd-079e8bad2f2c | Clause:
Borrower shall, and shall cause Operator, GEN or any Affiliate to, on request of Lender from time to time, execute, deliver, and furnish documents as may be necessary to fully consummate the transactions contemplated under this Agreement. Within 15 days after a request from Lender, Borrower shall provide to Le... | Label: Further Assurances |
d0ced215-b494-4e2b-a0fc-64f6b0daca0f | Clause:
The Trustee shall have no duty to see to any recording, filing or registration of this Deed of Trust or any other instrument in addition or supplemental thereto, or to give any notice thereof, or to see to the payment of or be under any duty in respect of any tax or assessment or other governmental charge which... | Label: Duties |
4e906d05-d828-4ff0-ae33-16e66a880c82 | Clause:
EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AMENDMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASE... | Label: Waiver Of Jury Trials |
34bd9e0f-7066-4218-9255-65f211e06ea4 | Clause:
EXECUTIVE AGREES TO WAIVE THE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, OR RELATED TO, ANY LOYALTY OBLIGATIONS. THIS WAIVER IS KNOWINGLY, INTENTIONALLY, AND VOLUNTARILY MADE BY EXECUTIVE, AND EXECUTIVE ACKNOWLEDGES THAT, EXCEPT FOR THE COMPANY’S AGREEMENT TO LIKEWISE WAIVE ITS RIGHTS TO A... | Label: Waiver Of Jury Trials |
7f977887-33d9-42ba-8c14-e2c8fb8cba8b | Clause:
As a condition to your rights to receive the Transition Completion Bonus and accelerated Guaranteed Payments as set forth herein, you must execute, deliver and not revoke a general release of claims against the Company and its affiliates in a form reasonably acceptable to the Company and consistent with the pos... | Label: Releases |
8de486e6-c1de-4810-9926-09810323b0e0 | Clause:
Since January 1, 2015, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act (all of the foregoing filed since January 1, 2014 and prior to the date hereof or the Closing Date and ... | Label: Financial Statements |
af08a56d-c48b-499d-abf3-c75c70d1ea2f | Clause:
Sample hereby assigns and transfers to the Company any right, title or interest in any inventions, designs, discoveries, works of authorship, creations, ideas, developments, improvements, trade secrets or software relating to the Business (collectively, “ Inventions ”), that Sample may have as of the date hereo... | Label: Assignments |
a4babe1c-cd86-49b6-89cf-fb9e2508e2c5 | Clause:
The Plan shall become effective upon the earlier to occur of its adoption by the Board or its approval by the stockholders of the Company. It shall continue in effect for a term of ten (10) years unless sooner terminated. Subject to Section 17 below, and Applicable Laws, Awards may be granted under the Plan upo... | Label: Effective Dates |
8eb42221-7877-4048-99ac-263e0efb887e | Clause:
Your title will be Senior Vice President and Chief Financial Officer.
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, Benefit... | Label: Titles |
9af12a49-7675-4312-82d1-d41623384d37 | Clause:
Each of the Loan Parties agrees to execute and deliver, or to cause to be executed and delivered, all such instruments that are consistent with the terms of this Amendment as may reasonably be requested by the Agent to effectuate the intent and purposes, and to carry out the terms, of this Amendment.
Task: Cla... | Label: Further Assurances |
bf27835f-c402-43eb-8a89-5c55aeeb92db | Clause:
No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by and on behalf of Thermo or any of its affiliates.
Task: Classify this clause into ONE of these types (exact... | Label: Brokers |
ab490446-dc5f-4002-af62-0c55b8ec0bd0 | Clause:
No injunction or temporary restraining order exists which, in the judgment of the Administrative Agent, would prohibit the making of the Loans.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitrat... | Label: Litigations |
56ef9062-7a44-43c2-be3d-062b1e493f6a | Clause:
This Agreement and the rights and obligations of the parties hereunder shall be construed in accordance with and governed by the law of the State of Israel, without giving effect to the conflict of law principles thereof. Any legal action or proceeding with respect to this Agreement shall be brought in the appr... | Label: Governing Laws |
493bd3e3-ffad-47f0-b03e-b4a2e12a0f4f | Clause:
This Agreement constitutes the entire agreement between Lender and Tenant regarding the subordination of the Lease to the Mortgage and the rights and obligations of Tenant and Lender as to the subject matter of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments,... | Label: Entire Agreements |
3df3ae80-b962-410a-8c8c-4edcc122d8cd | Clause:
You are eligible for four (4) weeks paid vacation on top of the standard Massachusetts vacation days. Vacation eligibility will accrue at a rate of five (5) days per fiscal quarter of service, and up to five (5) unused vacation days may be carried over from one year to the next year.
Task: Classify this clause... | Label: Vacations |
43140e18-d893-49e7-b086-e6a0dde95e02 | Clause:
Executive acknowledges and agrees that the Company shall withhold from the payments and benefits described in this Agreement all taxes, including income and employment taxes, required to be so deducted or withheld under applicable law.
Task: Classify this clause into ONE of these types (exactly one label):
Adj... | Label: Withholdings |
64a47ff0-772c-42eb-a6da-95d8fee0b83e | Clause:
The execution, delivery and performance by the Company and each of the Guarantors of each of the Transaction Documents to which it is a party, the issuance and sale of the Offered Securities (including any PIK Notes) and, subject to the Requisite Shareholder Approvals, the Warrant Shares and the PIK Shares, and... | Label: No Conflicts |
4a5ae5cb-1344-4e20-ac8e-33f99c900318 | Clause:
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, A... | Label: Counterparts |
b4c7dfbd-7483-4fcd-b6c1-842e0849de9d | Clause:
Except as would not reasonably be expected to have a Material Adverse Effect, (i) each Plan has been established, maintained, funded and administered in compliance in all respects with its terms, the terms of any applicable collective bargaining or labor agreement, the applicable provisions of ERISA, the IRC, a... | Label: Erisa |
cc0e76b6-f1b3-4e19-a184-4177c05d7d65 | Clause:
A payment of interest only shall be paid annually on each anniversary of the date of this Note. All outstanding principal and interest shall be due and payable on the Maturity Date. Any payment hereunder shall be applied first to the payment of costs and charges of collection, if any, then to accrued interest, ... | Label: Payments |
c9d14716-c717-47b3-96dc-42ba4db6bfee | Clause:
Executive represents and warrants that Executive is not a party to any agreement or instrument that would prevent Executive from entering into or performing Executive's duties in any way under this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amend... | Label: Representations |
b6bcabbe-bf61-478b-b805-f5df25a65c55 | Clause:
You acknowledge that, regardless of any action taken by the Company or, if different, the Employer, the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to your participation in the Plan and legally applicable to you... | Label: Tax Withholdings |
39b2742e-35d3-4e83-915a-582ff764a9c0 | Clause:
Each party hereto shall bear its own expenses incurred in connection with this Agreement and the transactions herein contemplated whether or not such transactions shall be consummated, including all fees of its legal counsel, financial advisers and accountants.
Task: Classify this clause into ONE of these type... | Label: Expenses |
12b0b8af-08b2-401f-9dd6-bb567541dfab | Clause:
This Credit Agreement, including the Schedules and Exhibits hereto.
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, Benefit... | Label: Agreements |
8a0da499-fd7c-4389-8f9e-3a62750fe502 | Clause:
Effective as of 11:59 p.m. on the day immediately prior to the Effective Date, the Prior Employment Agreement shall automatically terminate and be of no further force and effect. The Company hereby offers to employ the Executive, and the Executive hereby accepts continued employment by the Company, upon the ter... | Label: Employment |
9b489c97-5155-4913-a9cb-ea05481a55cd | Clause:
No failure or delay on the part of the Administrative Agent or any Lender in exercising any right, power or privilege hereunder or under any other Loan Document and no course of dealing between the Borrower and the Administrative Agent or any Lender shall operate as a waiver thereof; nor shall any single or par... | Label: No Waivers |
282c772f-4224-4497-b55f-69df5e889959 | Clause:
Notwithstanding any action the Company takes with respect to any or all income tax, social security, payroll tax, or other tax-related withholding (“ Tax-Related Items ”), the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and the Company (a) makes no representation... | Label: Withholdings |
7d776198-f2c6-44c2-89e5-4f81441ceef8 | Clause:
With respect to Product Commercialization Activities, the powers and responsibilities of the JSC and any JSC Subcommittee established for the purpose of oversight of such Commercialization Activities are limited to the matters set forth in this Section 3.3 and Article 4. Neither the JSC nor any JSC Subcommittee... | Label: Powers |
03f4dd46-625b-4829-b423-ef44eab58ac2 | Clause:
The Company is insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as the Company believes are prudent and customary for a company: (a) in the businesses and location in which the Company is engaged; (b) with the resources of the Company; and (c) at a sim... | Label: Insurances |
cb10131f-deaf-43bb-b98d-75ae1b702d6b | Clause:
Except as contemplated by this Agreement or to the extent permitted under the September 2016 Disclosure of Confidential Information Letter Agreement, each Party shall hold in confidence and shall not publish or otherwise disclose and shall not use for any purpose (a) any Confidential Information of the other Pa... | Label: Confidentiality |
6baef569-093b-4fb1-a3dc-8c8989b52753 | Clause:
Each Party represents and warrants to the other Party that, as of the Effective Date: (i) it is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation and has all requisite corporate power and authority to enter into this Agreement and to perform its obliga... | Label: Warranties |
fff1e1df-9381-4dff-935d-4eff885485af | Clause:
This Termination Agreement shall be construed in accordance with the laws of the State of New York, without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws.
Task: Classify this clause into ONE of the... | Label: Governing Laws |
410a3e5d-63c7-4ffe-86fc-b3264b268f65 | Clause:
The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was requ... | Label: Financial Statements |
fd0decef-31b7-4144-bb05-45d439e3431a | Clause:
The total authorized capital stock of the Company is 234,915,738 shares of Company Stock, consisting of (a) 58,530,369 shares of Common Stock and (b) 76,385,369 shares of Preferred Stock. Section 5.3 of the Disclosure Schedule sets forth a correct and complete list of all holders of Company Stock as of the dat... | Label: Capitalization |
70c266f8-e477-4861-91f1-df3a06ed66f6 | Clause:
The capitalization of the Company is as set forth in the SEC Reports. The Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s stock option plans, the issuance of shares of... | Label: Capitalization |
a4d0fc97-df50-4450-bb42-9f0dec49ccf3 | Clause:
The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect, except with respect to notices which have already been given or where the failure to obtain... | Label: No Conflicts |
327d1410-6f3b-4d68-8745-b4807a0519da | Clause:
From time to time, at the reasonable request of Bearing and without further consideration, prior to the termination of this Agreement, Stockholder shall execute and deliver such reasonable additional documents and take all such further reasonable action as may be reasonably required to consummate and make effec... | Label: Further Assurances |
7c5181cd-7aa6-4e42-9d40-2a7d598d0d4e | Clause:
Director shall provide Director’s reasonable cooperation in connection with any action or proceeding (or any appeal from any action or proceeding), which relates to events occurring during Director’s service as a Director for the Company hereunder. This provision shall survive any termination of this Agreement.... | Label: Cooperation |
f9b26a09-ff3e-452b-8b57-29cca9ad832c | Clause:
Each Director shall, in the performance of his or her duties, be fully protected in relying in good faith upon the books of account or reports made to the Partnership by any of its Officers or by an independent certified public accountant or by an appraiser selected with reasonable care by the Board of Director... | Label: Records |
6c8e05a0-f0bc-4254-811c-35f6d5c7b09b | Clause:
Bank promptly shall notify Company in writing if it receives written notice of any litigation that, if adversely determined, would have a material and adverse effect on the Program, the Accounts in the aggregate or Bank’s ability to perform its obligations hereunder.
Task: Classify this clause into ONE of thes... | Label: Litigations |
d36b260c-8ce3-46b7-bb3d-501dd618c179 | Clause:
Subject to the terms and conditions of this Agreement, the Company agrees to employ Executive as Chairman and Chief Executive Officer of the Company, and Executive agrees to diligently perform the duties associated with such positions. Executive will report directly to the Board of Directors of the Company (“Bo... | Label: Employment |
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