id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
ccfa750b-b302-4651-a568-c5e3a690a147 | Clause:
Each Party will, at its own expense, execute all further instruments and documents and take all additional actions as the other Party may reasonably require in order to effectuate this Agreement’s terms and purposes.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreement... | Label: Further Assurances |
994df2cd-18d9-4a85-8bc7-11da99909571 | Clause:
In this Agreement, unless the Bank and the Borrower otherwise agree in writing, the singular includes the plural and the plural the singular; words importing any gender include the other genders; references to statutes are to be construed as including all statutory provisions consolidating, amending or replacin... | Label: Interpretations |
8fc28f06-661a-4769-94ec-3b366cdfbe10 | Clause:
Each Grantor shall take such further actions, and execute and deliver to the Agent such additional assignments, agreements, supplements, powers and instruments, as the Agent may in its reasonable judgment deem necessary or appropriate, wherever required by Law, in order to perfect, preserve and protect the Agen... | Label: Further Assurances |
f6b37158-c6bf-49a2-b539-f420488fbd5d | Clause:
All confidentiality agreements between the Company and Ascension, and between the Company and TowerBrook Capital Partners L.P., including the Confidentiality Agreement and SEM Confidentiality Agreements (each as defined in the Purchase Agreement) are hereby terminated as of the date of this Agreement. On the da... | Label: Confidentiality |
cd01877e-57a7-4fb7-a0bd-76c827428d29 | Clause:
Each capitalized term which is defined in the Credit Agreement, but which is not defined in this Seventh Amendment, shall have the meaning ascribed such term in the Credit Agreement, as amended hereby. Unless otherwise indicated, all section references in this Seventh Amendment refer to the Credit Agreement.
T... | Label: Defined Terms |
41d676f8-620c-4358-9a28-99c50cbe73a5 | Clause:
This Agreement, the other Transaction Documents and the other agreements and documents referred to herein are intended by the parties as a final expression of their agreement and are intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto, in respect of the sub... | Label: Entire Agreements |
7dff6c53-202e-4d3c-8532-a16a73be483d | Clause:
The Notice is awarded pursuant to and is subject to all of the terms and conditions of the Plan (including any amendments thereto), and these Terms and Conditions. In the event of a conflict between these Terms and Conditions, the Plan and the Notice, the Plan provisions will control. The term “ you ” and “ you... | Label: Miscellaneous |
8a30a3ae-b038-45c6-a13c-2d72c43753cf | Clause:
This Agreement may be executed in any number of counterparts, and each such counterpart hereof shall be deemed to be an original instrument, but all such counterparts together shall constitute but one agreement. Delivery of an executed counterpart of a signature page of this Supply Agreement by facsimile or ot... | Label: Counterparts |
e987b861-e510-4d99-adb2-8e79c6022e76 | Clause:
All notices and other communications provided for hereunder shall be given in the form and manner provided in Section 11 of the Credit Agreement, and, if to Agent, shall be mailed, sent, or delivered to Agent in accordance with Section 11 in the Credit Agreement, if to Borrower, shall be mailed, sent, or delive... | Label: Notices |
fee4f15e-58a5-4a19-becd-2af201d12d85 | Clause:
The Company has delivered or made available to Parent prior to the date hereof a list that is true and correct in all material respects of all material insurance policies in force naming the Company, any Company Subsidiary or any employees thereof, as an insured or beneficiary or as a loss payable payee or for ... | Label: Insurances |
cbf4c6c7-1e14-4754-91b7-e782356da282 | Clause:
The remedies provided in this Warrant shall be cumulative and in addition to all other remedies available under this Warrant and the other Transaction Documents, at law or in equity (including a decree of specific performance and/or other injunctive relief), and nothing herein shall limit the right of the Holde... | Label: Remedies |
7b04d694-4c29-482d-9424-87c6bf1474a6 | Clause:
The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Purchaser and the Company and constitute the valid and legally binding obligations of each of them, enforceable ... | Label: Enforceability |
6e97b529-fb3c-4d43-a776-bff664b7dd34 | Clause:
You agree to comply with all laws, rules, and regulations applicable to the grant and vesting of each Award of Restricted Stock and the sale or other disposition of Stock received pursuant to each Award of Restricted Stock, including, without limitation, compliance with the Company’s insider trading policies. T... | Label: Applicable Laws |
13157ce7-551b-4488-aa81-5d2143c7e421 | Clause:
Except as disclosed in the Buyer SEC Documents, Buyer and the Buyer Operating Subs maintain insurance coverage with reputable insurers in such amounts and covering such risks as are in accordance with normal industry practice for companies engaged in businesses similar to that of Buyer (taking into account the ... | Label: Insurances |
6b7ca35d-9543-4b12-8cfa-1076a7edb190 | Clause:
Each Loan Party shall, from time to time until the Release Date, at its expense, faithfully preserve and protect the Administrative Agent’s Lien on and Prior Security Interest in the Collateral, and shall do such other acts and things as the Administrative Agent in its sole discretion may deem necessary or advi... | Label: Further Assurances |
aaee27a5-2b3d-47d8-83ee-767de7b461f8 | Clause:
This Agreement may be executed in two or more counterparts, and by different Parties on separate counterparts each of which will be deemed an original, but all of which will constitute one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, ... | Label: Counterparts |
de328750-09b2-49bc-bda5-e15f43538448 | Clause:
Following the date hereof, each party shall deliver to the other parties such further information and documents and shall execute and deliver to the other parties such further instruments and agreements as any other party shall reasonably request to consummate or confirm the transactions provided for herein, to... | Label: Further Assurances |
421d19b3-f793-420f-9acc-c3fbea8355da | Clause:
The term of this Agreement shall be for a period of ______ and shall be automatically extended for additional ______ terms on the same conditions as set forth herein unless earlier terminated by either Party for any reason upon prior written notice to the other, such termination to become effective thirty (30) ... | Label: Terms |
3f4f4f74-881b-41ce-baf7-d9b0db789bb2 | Clause:
This Agreement may be amended by the Company, provided that unless the Grantee consents in writing, the Company cannot amend this Agreement if the amendment will materially change or impair the Grantee’s rights under this Agreement and such change is not to the Grantee’s benefit.
Task: Classify this clause int... | Label: Amendments |
080727c5-5b6c-427e-bb14-9cb399a1df34 | Clause:
Whether or not the transactions contemplated by this Agreement are consummated, and except as otherwise expressly set forth herein, all costs and expenses (including legal fees, accounting fees, investment banking fees, and filing fees) incurred in connection with the transactions contemplated by this Agreement... | Label: Expenses |
acb33e05-868f-42f9-b096-cca13b922e06 | Clause:
This Amendment may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Amendment shall become effective when all conditions precedent have been met and when the Agent has executed it and received counterparts bear... | Label: Counterparts |
fbbce9c0-897c-4b4e-835a-acca7621f94f | Clause:
The rights of the Company set forth in this Section 7 shall not limit or restrict in any manner any rights or remedies which the Company or any of its affiliates may have under law or under any separate employment, confidentiality or other agreement with the Employee or otherwise with respect to the events desc... | Label: Remedies |
ff3af6fe-8a79-49a7-ae78-bd7505671df6 | Clause:
Any notice required to be given to RGP pursuant to this Agreement, shall be in writing and shall be deemed to have been sufficiently given either when served personally or via facsimile and addressed to the appropriate party. Any notice required to be given to Executive pursuant to this Agreement shall be in w... | Label: Notices |
9ba85836-36af-4eb9-a213-d0443e469c34 | Clause:
The Borrowers shall use the proceeds of the Loans solely for working capital and other general corporate purposes, including, without limitation, to refinance certain existing Indebtedness of the Borrowers. No part of the proceeds of the Loans will be used, directly or indirectly, for the purpose of purchasing... | Label: Use Of Proceeds |
9a6229fe-3bb2-4fd0-9aa2-4e728076614c | Clause:
The following Sections shall survive termination or expiration of this Agreement:1, 4 (to the extent any payments are or will be earned as of or after termination), 5 (to the extent any payments are or will be earned as of or after termination), 6.1, 7, 8, 9, 10, 11.2, 11.3, 11,4, 11.5, 11.6, 11.7 and 11.8.
Ta... | Label: Survival |
9774d77b-b2f6-4a9b-bdff-4bfa42905071 | Clause:
The Borrower will, and will cause each of its Subsidiaries to, (i) comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property (including without limitation Environmental Laws) and (ii) perform in all material respects its obligations under material agreeme... | Label: Compliance With Laws |
5d0c11fd-b61a-402c-b116-995faff6e2dd | Clause:
This Agreement and all related Exhibits, Schedules and attachments and that certain Mutual Non-Disclosure Agreement between Tecogen and Tedom dated as of June 22, 2015, and the JV LLC Operating Agreement, constitute the entire agreement of the Parties with respect to the subject matter hereof and supersedes all... | Label: Entire Agreements |
1a9142a1-2e2d-4486-9979-3ad35c526855 | Clause:
This Sublease may not be changed or terminated orally but only by an agreement in writing signed by both Sublandlord and Subtenant.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignm... | Label: Amendments |
976f504b-c382-4d37-9a79-2d277448128a | Clause:
This agreement is personal in nature. You may not subcontract any work under this agreement. Moreover, neither this agreement nor any duties or obligations under this letter agreement may be assigned by the Company or by you without the other party’s prior written consent.
Task: Classify this clause into ONE o... | Label: Assignments |
eaab8405-45c6-4be7-a904-c3370de64f8c | Clause:
The headings contained in this Purchase Agreement or in any Exhibit hereto are for reference purposes only and shall not affect the meaning or interpretation of this Purchase Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption ... | Label: Headings |
f3869373-7d3e-49d4-822d-d124a3f51d9d | Clause:
(a) The Parent Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice with respect to any of the Guaranteed Obligations and this Guaranty a... | Label: Waivers |
0ff27164-adf1-480f-9a7f-cf14b2a823b6 | Clause:
Unless sooner terminated as provided herein, the Term of this Lease shall be for that period set forth in Item 8 of the Basic Lease Provisions, as the same may be extended in accordance with any option or options to extend the Term granted herein, and shall commence (the " Commencement Date ") on the earlier of... | Label: Terms |
26d9e78d-4dd7-47f7-a4b7-143f9e9c6c1e | Clause:
All notices required or permitted to be given under this Security Agreement shall be in conformance with Section 9.2 of the Credit Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitratio... | Label: Notices |
5c5bdc0d-7f68-4e4f-aca7-e3a1122d8a38 | Clause:
The Option is granted pursuant to the Plan. All terms, provisions, and conditions applicable to the Option set forth in the Plan and not set forth herein are hereby incorporated by reference herein. To the extent any provision hereof is inconsistent with a provision of the Plan, the provisions of the Plan will ... | Label: Defined Terms |
5197eb76-2a06-449f-857a-c1f21c1b1b0d | Clause:
Neither this Agreement nor any right or interest therein shall be assignable or transferable (whether by pledge, grant of a security interest, or otherwise) by Employee or Employee’s beneficiaries or legal representatives, except by will, by the laws of descent and distribution, or inter vivos revocable living ... | Label: Successors |
233c1676-feed-4385-aa2a-9ecf44e98dc6 | Clause:
Each Party giving any notice required or permitted under this Agreement will give the notice in writing, and will be deemed to have been duly given: (a) when received if delivered personally; (b) when transmitted if sent by facsimile or telecopy (with transmission confirmed); (c) the day after it is sent if sen... | Label: Notices |
ba9076fd-577d-4738-a96f-b29835b7a300 | Clause:
AB agrees that Specified Products shall bear appropriate proprietary legends or notices as specified in advance in writing by CBA from time to time.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arb... | Label: Notices |
d19fa594-91fd-494c-9792-bb9da359741f | Clause:
With respect to any date prior to the Investment Grade Covenants Date, the Borrower and the Subsidiaries are, and after giving effect to any extension of credit on such date will be, Solvent on a consolidated basis. As of the Specified Acquisition Date, after giving effect to the consummation of the Transaction... | Label: Solvency |
ccefb110-1818-45bb-b758-2876981d0e64 | Clause:
This Agreement may be executed in counterparts (including by means of electronic or facsimile transmissions), each of which shall be deemed an original, but both of which, together, shall constitute one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments... | Label: Counterparts |
0a7ae62a-2c8d-456c-8fde-5d93caf83331 | Clause:
As of the date hereof the authorized capital stock of the Company consists of (i) 160,000,000 shares of Common Stock, of which, 42,993,162 are issued and outstanding, and 51,735,689 shares are reserved for issuance pursuant to securities (other than the Warrants) exercisable or exchangeable for, or convertible ... | Label: Capitalization |
974d09a9-275e-4127-8f1f-7706d9f55461 | Clause:
No waiver of the provisions hereto shall be effective unless in writing and signed by the Party to be charged with such waiver. No waiver shall be deemed to be a continuing waiver in respect of any subsequent breach or default either of similar or different nature unless expressly so stated in writing. No fai... | Label: Waivers |
34ea1c61-372a-4bf6-b0e4-94717e073fd3 | Clause:
During the Term and thereafter, the Company agrees to indemnify and hold the Executive and the Executive's heirs and representatives harmless, to the maximum extent permitted by law, against any and all damages, costs, liabilities, losses and expenses (including reasonable attorneys' fees) as a result of any cl... | Label: Indemnifications |
e7dd2f2e-0dc9-4653-a2ef-1c570aa3e5bb | Clause:
So long as none of the Local Governmental Entities is in default of its obligations hereunder, the Development Authority may terminate this Agreement by written notice to the Company if the construction of the Project has not been commenced prior to the third anniversary of the date of this Agreement, or constr... | Label: Terminations |
befeea59-82c4-4a44-8293-90fb89420d89 | Clause:
The Parent owns, or possesses and/or has been granted valid and enforceable licenses to use, all material Intellectual Property necessary for, or used in, the conduct of its business as such business is described in the Public Disclosure Documents. The Parent has no knowledge of any material infringement, misap... | Label: Intellectual Property |
607bf470-4941-46c1-ac08-de1903c245ea | Clause:
The Company shall continue to indemnify Executive to the fullest extent permitted under applicable law, the Company ’ s Articles of Organization and the Company ’ s By-laws, each as they may be amended from time to time. The Executive shall be insured under the Company ’ s Directors ’ and Officers ’ liability ... | Label: Indemnifications |
0552dd6e-196e-4b6a-86c8-c53a6b6bfac5 | Clause:
Subject to the satisfaction or waiver of the conditions set forth in Article V, the completion of the sale and purchase of the Securities (the “ Closing ”), shall take place at 9:00 a.m., Central Time, on June 10, 2016 or as soon as practicable following the satisfaction of the conditions set forth in Article V... | Label: Closings |
010b2e28-3107-43ac-81f4-7658da4cdaad | Clause:
If Purchaser elects to terminate this Agreement pursuant to this Section 7 , and if Purchaser is not, on the date of such election, in default under this Agreement, Seller shall promptly direct the Title Company/Escrow Agent to return the Deposit to Purchaser, and neither party shall have any further liability ... | Label: Terminations |
4d03b778-7418-4e81-932d-558212398a68 | Clause:
This Agreement shall be applicable both before and after the commencement of any Insolvency Proceeding and all converted or succeeding cases in respect thereof. Accordingly, the provisions of this Agreement are intended to be and shall be enforceable as a subordination agreement within the meaning of Section 51... | Label: Enforceability |
7c3e1e61-9aba-4dd3-ac35-08e094e33f62 | Clause:
Comply, and cause each of its Restricted Subsidiaries to comply, in all material respects, with (x) all applicable laws, rules, regulations and orders, such compliance to include, without limitation, compliance with ERISA, Environmental Laws, and the PATRIOT Act, except where such non-compliance is not reasonab... | Label: Compliance With Laws |
c8a81cfa-d8fe-46a5-ac09-81e2d218f8fc | Clause:
To the extent required by applicable Federal, state or local law, a Non-Employee Director must make arrangements satisfactory to the Company for the payment of any withholding or similar tax obligations that arise in connection with this Plan.
Task: Classify this clause into ONE of these types (exactly one lab... | Label: Withholdings |
263d0313-9a4f-4186-b88f-997313ab72b0 | Clause:
If the Executive dies while employed by the Company, his employment shall immediately terminate. The Company’s obligation to pay the Executive’s Base Salary shall cease as of the date of Executive’s death, except that any earned but unpaid Base Salary and Performance Bonus for any performance period that ended ... | Label: Death |
17ab6213-39b7-43de-a0a7-cec94e0305de | Clause:
The Company or any Affiliate shall be entitled to deduct from other compensation payable to each Holder any sums required by federal, state or local tax law to be withheld with respect to the vesting or exercise of an Award or lapse of restrictions on an Award. In the alternative, the Company may require the Ho... | Label: Tax Withholdings |
bc60b3f9-39f3-417f-a974-03f84eb61fb5 | Clause:
Employees who begin in the EXPP Plan after the start of the Plan Year but prior to October 1 will receive a prorated award based on the number of months participating in the EXPP Plan during the Plan Year. The award proration will be based on the date of hire/re-hire and does not include any months an employee ... | Label: Employment |
1101956d-51d4-4276-bf71-d1994b503e75 | Clause:
The validity, construction, interpretation and effect of the Agreement shall be governed by, and determined in accordance with, the applicable laws of the Commonwealth of Pennsylvania, excluding any conflicts or choice of law rule or principle.
Task: Classify this clause into ONE of these types (exactly one la... | Label: Governing Laws |
20ba2d8d-0bcf-4a58-922b-f2944a03c5db | Clause:
The Company and each Subsidiary (a) has timely filed or caused to be filed all Tax returns and reports required to have been filed by it, except to the extent the failure to do so could not reasonably be expected to result in a Material Adverse Effect and (b) has paid or caused to be paid all Taxes required to ... | Label: Taxes |
762f515d-a72c-4179-abc4-4d521a1c2375 | Clause:
Tenant currently occupies a building in Parcel 3 of the Development Area at 150 Broadway (formerly known as 8 Cambridge Center) (“ 150 Broadway ”) owned by Boston Properties Limited Partnership, an affiliate of Landlord (the “ 150 Owner ”). Landlord owns an existing building at 145 Broadway formerly known as 11... | Label: General |
74b12ea8-5f3e-4862-8a90-1b56c7d8ee6f | Clause:
The Loan Parties have disclosed to the Lenders all matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. None of the reports, financial statements, certificates or other information furnished by or on behalf of any Loan Party or any Sub... | Label: Disclosures |
5eb66c22-066a-4f25-80b9-a8f7e69e80c0 | Clause:
Notwithstanding the provisions of Section 16.11, each party may apply to any court having jurisdiction pursuant to Section 16.12.1 (a) to enforce the arbitration provisions of this Agreement, (b) to seek provisional injunctive relief so as to maintain the status quo (including maintaining the confidentiality of... | Label: Enforcements |
3a2aef14-ce67-444f-82a6-fa1903539e48 | Clause:
All exhibits attached to this Agreement are incorporated herein and made a part hereof. This Agreement constitutes the entire agreement between the parties hereto and supersedes all prior negotiations, understandings, and agreements of any nature whatsoever with respect to the subject matter hereof. This Agreem... | Label: Entire Agreements |
df09515b-c572-4e73-8b5a-009defb1f276 | Clause:
All payments and prepayments to be made in respect of principal, interest, Commitment Fees, Letter of Credit Fees, Administrative Agent’s Fee or other fees or amounts due from the Borrowers hereunder shall be payable prior to 12:00 p.m. on the date when due without presentment, demand, protest or notice of any ... | Label: Payments |
c46012ed-f8a6-464a-835b-e788fc2e94d7 | Clause:
Except as otherwise determined by the Committee at the time of grant or thereafter subject to the limitations of the Plan, upon termination of employment, engagement or other service (as determined under criteria established by the Committee) during the applicable restriction period, Restricted Stock Units that... | Label: Forfeitures |
1917deec-241e-4074-99af-605f2d4fa5be | 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 May 17, 2016; provi... | Label: Terminations |
caddb595-3ba8-4384-baf5-a0c634886759 | Clause:
The Title Company is unconditionally bound to issue the Title Policy, subject only to the Permitted Exceptions, in accordance with Article 3 hereof; provided, however, that if the Title Company will not issue the Title Policy, subject only to the Permitted Exceptions, in accordance with Article 3 hereof at the ... | Label: Titles |
ae73b8ec-629c-43ff-85e4-90e8af2abd2a | Clause:
Executive acknowledges that the remedy at law for any breach by Executive of this Section 6 may be inadequate and that the damages following from any such breach may not be readily susceptible to being measured in monetary terms. Accordingly, Executive agrees that, upon adequate proof of Executive’s violation... | Label: Remedies |
a20221c9-3a01-4dbf-89c5-d0659d41bb64 | Clause:
Interest shall accrue at the rate of the Interest Rate on the unpaid Principal amount of this Note outstanding from time to time from and after the date hereof, or (if less) at the highest rate then permitted under applicable law (“ Interest ”) until the Principal is indefeasibly paid in full.
Task: Classify t... | Label: Interests |
803b7966-41f5-4cea-a211-56c6634671c9 | Clause:
If the Cash Award has not become vested pursuant to Section 2 of this Agreement as of the date the Participant’s employment is terminated, then the Cash Award shall expire and shall immediately be forfeited on such termination date.
Task: Classify this clause into ONE of these types (exactly one label):
Adjust... | Label: Forfeitures |
597de0ca-1f48-46e7-b86a-d33bd37677fc | Clause:
(a) Payments Free of Taxes . Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of an applicable W... | Label: Taxes |
a6db34dd-a06a-4b6c-b032-afd03d03137b | Clause:
This Agreement shall be governed by and construed under the laws of the State of California, as applied to agreements among California residents, made and to be performed entirely within the State of California, without giving effect to conflicts of laws principles of the State of California, or any other state... | Label: Governing Laws |
c1fba27f-fc0d-4b4c-b8dd-ef2ddcc68989 | Clause:
Debtor hereby indemnifies and agrees to hold harmless Lender, and its officers, directors, employees, agents and representatives (each an “ Indemnified Person ”) from and against any and all liabilities, obligations, claims, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements... | Label: Indemnity |
4b9e0eca-d8f0-4643-9a25-02d61890c286 | Clause:
Landlord and Tenant hereby warrant to each other that they have had no dealings with any real estate broker or agent in connection with the negotiation of this Amendment, excepting only The Boyer Company (the “ Broker ”), and that they know of no other real estate broker or agent who is entitled to a commission... | Label: Brokers |
fe66227b-be32-4257-a433-2dc76b26e09c | Clause:
THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK BUT EXCLUDING ANY PRINCIPLES OF CONFLICTS OF LAWS THAT WOULD CAUSE THE APPLICATION OF THE LAW OF ANY JURISDICTION OTHER THAN THE LAWS OF THE STATE OF NEW YORK.
Task: Classify this clause into ONE of these t... | Label: Governing Laws |
779bdd2f-ab73-4039-86f7-09d4fb45aa93 | Clause:
This Agreement may be signed in any number of counterpart copies and by the parties hereto on separate counterparts, but all such copies shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or pdf transmission shall be effective as ... | Label: Counterparts |
48d4fd9e-4583-4945-ae56-01a59c7078e7 | Clause:
This Agreement will not be assigned by Purchaser or Seller without the prior written consent of the non-assigning party; provided, however, that Purchaser may assign all or a portion of its rights and obligations hereunder to one or more wholly-owned subsidiaries of Purchaser; and provided further, that any par... | Label: Assignments |
c9dac57c-8f38-4eac-8362-b3931eff7169 | Clause:
The representations and warranties of the Company and the Investor contained in Sections 3 and 4 , the agreements and covenants set forth in Section 5, the indemnification provisions set forth in Section 10 and this Section 11 , shall survive each of the Closings and the termination of this Agreement.
Task: Cl... | Label: Survival |
16792569-71b5-49f8-91ae-077874b2b095 | Clause:
The parties to this Agreement agree that, upon (i) the execution and delivery by each of the parties hereto of this Agreement and (ii) satisfaction of the conditions set forth in Section 4.01 , the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in ... | Label: Amendments |
63898be0-8c06-43bf-b658-f9f761135895 | Clause:
The Company will, and will cause each of its Subsidiaries to, comply with all laws, rules, regulations and orders of any Governmental Authority, including Environmental Laws and ERISA (with regard to its Plans), applicable to it or its property, except where the failure to do so, individually or in the aggregat... | Label: Compliance With Laws |
09d12169-16a6-478a-9e00-9dcbc5e09a12 | Clause:
All awards made under the Plan (whether vested or unvested) are subject to rescission, cancellation or recoupment, in whole or in part, under any current or future “clawback” or similar policy of the Company that is applicable to the Participant.
Task: Classify this clause into ONE of these types (exactly one ... | Label: Adjustments |
472d36cf-991c-4353-8b91-42f1b3791879 | Clause:
ENDO will bear the cost of any taxes, levies, duties or fees of a similar kind, nature or description whatsoever applicable to the sale and transportation of Licensed Product sold by SANDOZ to ENDO hereunder (other than taxes in the nature of franchise or income taxes of SANDOZ), and ENDO will pay to SANDOZ all... | Label: Taxes |
52b1a3c8-322c-4a8f-8dc3-189c46742c0e | Clause:
The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption Agreement, together with a processing and recordation fee of Three Thousand Five Hundred and 00/100 Dollars ($3,500.00), and the assignee, if it is not a Lender, shall deliver to the Administrative ... | Label: Assignments |
d0d353b8-4831-42d1-8831-108daebb2445 | Clause:
The Employer shall pay the Executive a base salary (the “Base Salary”), at a rate of $500,000 per year, plus such other compensation as the Employer may, from time to time, determine in its sole discretion. The Compensation Committee of the Board of Directors of HoldCo (the “Compensation Committee”), shall revi... | Label: Base Salary |
55e44903-93ec-434b-a369-81325baad665 | Clause:
All payments required or permitted under this Agreement, including payments of distributions shall be made in lawful money of the United States, except as otherwise expressly permitted under Section 8.3 hereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Ame... | Label: Payments |
5a53c942-d354-4438-8902-870b6664e74a | Clause:
Upon the occurrence of a Change in Control, any remaining conditions on forfeiture with respect to the Units shall immediately lapse and the Performance Goals will be deemed satisfied at the target level of performance pursuant to Section 8 of the Plan.
Task: Classify this clause into ONE of these types (exact... | Label: Change In Control |
35a1312c-361a-4913-83ec-ae35a2c77bee | Clause:
Any Lender may at any time, without the consent of, or notice to, any Borrower or , the Administrative Agent, any Swingline Lender or Issuing Lender sell participations to any Person (other than a natural person or the Company or any of the Company’s Affiliates or Subsidiaries) (each, a “ Participant ”) in all ... | Label: Participations |
1f1fc84f-4961-4992-84c3-be3ea889bf6e | Clause:
Subject to policies established by the Advisory Committee , the Benefits Department is authorized to direct the Administrative Trustee to make a loan or loans to a Participant in an earmarked investment of the Participant's Accounts. Such loan shall be available to all Participants on a non-discriminatory basi... | Label: General |
8d19c76c-a85f-4a38-9b40-d3bbd5982259 | Clause:
Executive shall at all times comply with all applicable laws, rules and regulations of any and all governmental authorities and the applicable standards, bylaws, rules, compliance programs, policies and procedures of the Company of which Executive has knowledge.
Task: Classify this clause into ONE of these typ... | Label: Compliance With Laws |
86969b06-b1d4-4acc-a830-2c52080dc60b | Clause:
Unless otherwise provided for hereunder, this Note may not be modified or amended or the provisions hereof waived without the written consent of Borrower and the New Purchaser.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, App... | Label: Amendments |
c69dc432-a685-4b03-9a29-da2925b2d6f6 | Clause:
(a) Unless otherwise defined herein, terms defined or defined by reference in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement, and the following terms that are defined in the Code (as in effect on the date hereof) are used herein as so defined: Cash Proceeds,... | Label: Definitions |
5ac979c7-b116-44e0-b4c4-f89a3f757232 | Clause:
Except as set forth on Schedule 9.1.9 , there are no brokerage commissions, finder's fees or investment banking fees payable in connection with any transactions contemplated by the Loan Documents.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-... | Label: Brokers |
c541547d-f51f-4da1-a9cb-cf8eaee140d4 | Clause:
During the Term, the Executive shall be eligible to participate in employee benefit plans, programs and arrangements of the Company, as may be amended from time to time, which are generally applicable to senior officers of the Company and its subsidiaries, which as of the time of this Agreement include the Comp... | Label: Benefits |
2f1c3902-d57c-4cc1-81cd-d82319c2305a | Clause:
The validity, interpretation and construction of this Agreement shall be determined and governed in all respects by the law of the State of Delaware.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Ar... | Label: Governing Laws |
4c4927be-42f7-44a1-aca5-f0faebbe8420 | Clause:
Subject to the satisfaction of the conditions precedent set forth in Section 3 below, the Lenders party hereto hereby waive any Specified Default and any right, power or remedy under the Credit Agreement, the Loan Documents or any other documents, instruments and agreements executed and/or delivered in connecti... | Label: Waivers |
76f12bb4-0eb3-4e01-9e02-4b2a1decaff9 | Clause:
This Agreement will not be assigned by the Company or Indemnitee without the prior written consent of the other party thereto, except that the Company may freely assign its rights and obligations under this Agreement to any subsidiary or affiliate for whom Indemnitee is serving as a director and/or officer ther... | Label: Assignments |
bfdc6220-e445-4245-b608-e1c71647a40d | Clause:
BUYER, THE COMPANY AND THE GUARANTORS, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL, EACH KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES, IRREVOCABLY, THE RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY LEGAL PROCEEDING BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGRE... | Label: Waiver Of Jury Trials |
fbe02a65-1cdf-4775-83c8-91a77f843569 | Clause:
All payments made, and benefits provided, hereunder shall be net of all legally required taxes and other withholdings. Executive shall be solely responsible for all taxes that result from Executive’s receipt of the payments and benefits to be provided under this Release, and the Bank does not make any represen... | Label: Tax Withholdings |
a14b3dc5-1c64-459c-b263-aa936cb858ab | Clause:
Grantor agrees to keep the buildings and other improvements now or hereafter erected on the Land in good condition and repair; not to commit or suffer any physical waste; to comply with all laws, rules and regulations affecting the Property; and, subject to the rights of tenants under any leases of the Property... | Label: Compliance With Laws |
6ba842e7-3102-4de5-a711-82494515566c | Clause:
Amendment Effective Date and between UCB Pharma S.A., a Belgium corporation (“ UCB ”), and Five Prime Therapeutics, Inc., a Delaware corporation (“ FivePrime ”).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, A... | Label: Amendments |
42749ee6-df4a-472e-91dd-6ca49b64584c | Clause:
During the Term, the Company shall pay to the Executive a base salary at the Executive’s base salary rate as set forth in Exhibit A to this Agreement, subject to increase from time to time as determined by the Board, upon recommendation of the Direct Supervisor, or if such Direct Supervisor is not an officer of... | Label: Base Salary |
0778723a-bc30-431a-bdd1-20aa5b37ce9d | Clause:
The Parties shall cooperate with each other in good faith and shall coordinate their activities (to the extent practicable) in respect of all matters concerning the implementation of this Agreement. Furthermore, each of the Parties shall take such action (including executing and delivering any other agreements ... | Label: Further Assurances |
8dc8d503-43df-4a69-af3b-3addefa3e069 | Clause:
All corporate action on the part of the Logitech necessary for the authorization, execution and delivery of this Agreement and the Logitech Agreements by Logitech, the sale and delivery of the Secondary Shares, and the performance of all of Logitech’s obligations under this Agreement and the Logitech Agreements... | Label: Authorizations |
4db8ee01-8ffa-4032-abb1-f14cebd7c4f3 | Clause:
This Security Agreement shall become effective upon execution by Grantor and Secured Party.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations... | Label: Binding Effects |
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