id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
ad2b2058-9c4c-4a88-b03a-39c44498b982 | Clause:
This Agreement will be governed by and construed in accordance with the Laws of the State of California applicable to contracts made and to be performed entirely within such State.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws,... | Label: Governing Laws |
23e1d3bb-d58d-45be-aa56-268a4e3eb40c | Clause:
The parties hereby consent to the jurisdiction of the Superior Court of the Commonwealth of Massachusetts and the United States District Court for the District of Massachusetts. Accordingly, with respect to any such court action, the Employee (a) submits to the personal jurisdiction of such courts; (b) consents... | Label: Consent To Jurisdiction |
8deb96b9-e5db-4efb-847b-594ac0c71c24 | Clause:
All notices and other communications pursuant to this letter agreement must be in writing and must be given by personal or courier delivery, e-mail or first class mail, certified or registered with return receipt requested, and will be deemed to have been duly given upon receipt if personally delivered or deliv... | Label: Notices |
a1e73de2-8157-4e41-bfdf-15446e23a7bf | Clause:
The Borrower will not, and will not permit any Subsidiary to, enter into any arrangement, directly or indirectly, with any person whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property ... | Label: Sales |
a0cda3c0-7aa0-4d18-8e83-c2495a9e5e7e | Clause:
This Agreement (including any amendments and exhibits hereto) constitutes the entire agreement between the Parties and Payor with respect to its subject matter, and supersedes all prior and/or contemporaneous oral or written negotiations, offers, representations, warranties, and agreements with respect to this ... | Label: Integration |
cfb65a92-35f8-4368-b46b-6dc2c80c7ff3 | Clause:
Except for Roofstock, Inc. and its wholly-owned subsidiaries (collectively, “ Roofstock ”), no investment banker, broker, finder or other intermediary has been retained by or is authorized to act on behalf of Seller or any Acquired Company who is entitled to any fee or commission in connection with the transact... | Label: Brokers |
fad1c858-d0aa-46de-aefc-91bcbecb4996 | Clause:
From and for a period of twelve (12) months after the Closing, no Seller shall divulge or convey to any Person (other than Purchaser and its subsidiaries (including the Company), any Business Confidential Information. In this regard, the Company and the Sellers acknowledge that the Purchaser’s common stock is p... | Label: Confidentiality |
a82cc87f-f585-4622-8448-f0b183adff9c | Clause:
The failure of any party to insist upon strict adherence to any term or condition of this Agreement on any occasion shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement. Any waiver must be in a writing sig... | Label: Waivers |
9992726c-5e7f-4cbf-9523-2580badcbf1b | Clause:
Except as disclosed to Lender in the Litigation Summary attached hereto as Exhibit C approved by Lender, there shall be no bankruptcy, foreclosure action or other material litigation or judgments pending or outstanding against Borrower, the Guarantor or any Affiliates (each a " Material Party "), or the Timesha... | Label: Litigations |
b828856d-92e0-4ab2-b291-789eac8f5d8e | Clause:
Except as set forth on Schedule 3.1(p) of the Disclosure Schedules, the Company has, or has rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights a... | Label: Intellectual Property |
61c9f98a-7948-46a0-a331-789fb4a0aa78 | Clause:
Each party hereby waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any suit, action or proceeding arising out of this Agreement or any transaction contemplated hereby. Each party ( i ) certifies that no representative, agent or attorney of any oth... | Label: Waiver Of Jury Trials |
fc0cfb75-64e6-48f0-9320-6a1bb315e75a | Clause:
The term of the Company shall commence on the date hereof and shall continue perpetually from the date hereof unless sooner terminated pursuant to the provisions of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws,... | Label: Terms |
5cedd75e-94e3-4d2a-9ccc-acdf4c216215 | Clause:
The Company hereby employs Keown, and Keown accepts employment from the Company, on the terms and conditions herein stated.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, As... | Label: Employment |
b1929356-1f5d-429f-83d6-5c19a6b7031b | Clause:
The Borrower agrees that, in addition to disclosures made in accordance with standard banking practices, any Lender may disclose information obtained by such Lender pursuant to this Agreement to assignees or participants and potential assignees or participants hereunder, provided that such Lender first obtains ... | Label: Disclosures |
cc92581a-a600-434b-892f-ca380c53207a | Clause:
This Agreement may be executed in several counterparts, each of which shall be deemed an original, and all of such counterparts shall constitute one and the same instrument. Delivery of this Agreement may be accomplished by electronic facsimile reproduction (" FAX ") or via electronic mail via .PDF (" PDF "); i... | Label: Counterparts |
283f8d54-30d4-4b5e-8ec6-0f68fe354945 | Clause:
You hereby represent, acknowledge, and agree that you have, prior to signing this Agreement, fully disclosed to the Chief Executive Officer and Chief Financial Officer of the Company all information that you possess with respect to any violations, or potential violations, of the securities laws or any other law... | Label: Disclosures |
ed38015a-f4fa-40f4-b75e-d00ecac4e40a | Clause:
Upon your Termination of Employment for any reason, other than your death, Disability or Retirement, any and all unvested PSUs underlying this Award, together with any and all unvested accumulated Dividend Equivalents, shall automatically be cancelled for no consideration, and shall cease to be outstanding.
Ta... | Label: Forfeitures |
48c2ae35-956c-43cf-aca3-a9fc5ec15c59 | Clause:
(a) This Agreement and the rights and obligations of the parties hereunder shall be governed by, and construed in accordance with, the law of the State of New York, without regard to principles of conflicts of laws that would result in the application of the laws of any other jurisdiction; provided that Sectio... | Label: Waiver Of Jury Trials |
ae13f99d-e87c-4b70-920e-8814f59432e9 | Clause:
This Agreement constitutes the entire agreement between the parties hereto with respect to the transactions contemplated herein, and may be amended or modified only by an instrument in writing signed by the parties hereto.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agr... | Label: Entire Agreements |
95170a7d-3903-4676-b8c1-2612467ef13f | Clause:
Trustor shall indemnify and hold Beneficiary and the other Indemnified Parties harmless from and against any and all Hazardous Substance Claims and Losses. Any amounts paid or required to be paid by any Indemnified Party in connection with any Hazardous Substance Claims and Losses (a) shall be due and payable b... | Label: Indemnity |
014f13a4-18fe-4ad2-8fa9-869b9a201826 | Clause:
Subject to the next two sentences, during the Term you will be eligible to participate in all retirement, health, and welfare programs made available or sponsored by SHO on a basis no less favorable than SHO’s other executive officers, in accordance with the applicable terms, conditions, and availability of tho... | Label: Benefits |
aa0d256f-66ce-47ab-8a31-cc2f4bbaf974 | Clause:
This Agreement may not be amended or modified in any respect except by a written agreement signed by SpinCo, RemainCo (so long as RemainCo owns any Common Stock) and the Holders of a majority of the then outstanding Registrable Securities.
Task: Classify this clause into ONE of these types (exactly one label):... | Label: Amendments |
fcb042a1-85bb-4219-b938-8c45c5fe56bf | Clause:
The Securing Parties agree that to the extent the Collateral Agent is required by applicable law to give reasonable prior notice of any sale or other disposition of any Collateral, ten Business Days’ notice shall be deemed to constitute reasonable prior notice.
Task: Classify this clause into ONE of these type... | Label: Notices |
a7b1a9fe-a5ac-4a0d-aaa6-ff2ec3fe7414 | Clause:
Borrower and Guarantor are each solvent. No transfer of property is being made by Borrower or Guarantor and no obligation is being incurred by Borrower or Guarantor in connection with the transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either... | Label: Solvency |
4e589d2b-5edc-45fc-bf82-44c7159fae39 | Clause:
On the date of such extension there shall exist no Default or Event of Default.
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 Salar... | Label: No Defaults |
3a95db98-786e-4e77-ad88-75994f9f3a39 | Clause:
(a) At such time as the Loans, the Reimbursement Obligations and the other Obligations (other than Obligations in respect of Specified Swap Agreements) shall have been paid in full, the Commitments have been terminated and no Letters of Credit shall be outstanding, the Collateral shall be released from the Lien... | Label: Releases |
4b7aabf4-e9e6-49b6-9e93-0c55042ea0a5 | Clause:
THIS AMENDMENT WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW OTHER THAN NEW YORK GENERAL OBLIGATIONS LAW 5-1401 AND 5-1402 .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreemen... | Label: Governing Laws |
067a30e7-32bc-4b87-bf2c-6ea3ceab622a | Clause:
All cash amounts to be paid or deposited by Transferee hereunder shall be paid or deposited in accordance with the terms hereof on the day when due in immediately available funds to the account of the related Originator designated from time to time by such Originator or as otherwise directed by such Originator.... | Label: Payments |
f27bcb6e-88a2-4c9a-868d-037caa841e18 | Clause:
Payments in respect of any RSUs that vest in accordance herewith shall be made to the Participant (or in the event of the Participant’s death, to his or her estate) in whole Shares, and any fractional Share will be rounded as determined by the Company; provided, however , that in no event shall the aggregate nu... | Label: Payments |
f87dea74-2ef6-46da-898e-a9987656e77f | Clause:
Borrower irrevocably submits to the nonexclusive jurisdiction of any Federal or state court sitting in California, over any suit, action or proceeding arising out of or relating to this Agreement. Borrower irrevocably waives to the fullest extent it may effectively do so under applicable law, any objection it m... | Label: Venues |
dfd3c459-7256-4db6-8d2e-cedc7b6e8c8a | Clause:
This Agreement is binding on and for the benefit of the parties hereto and their respective successors, heirs, executors, administrators and other legal representatives. Neither this Agreement nor any right or obligation hereunder may be assigned by the Employee.
Task: Classify this clause into ONE of these ty... | Label: Assignments |
6df699e0-a92b-482c-8d73-8a1674b41d74 | 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, to the Company’s Knowledge, any other Person acting on its behalf has provided any of the Investors with any information that it believes constitutes ... | Label: Disclosures |
165f1af6-00e2-4cb0-a524-7903a5913d48 | Clause:
The Borrower shall execute and deliver to Agent and the Revolving Credit Lenders such additional documents (including, without limitation, amendments to the Security Documents), instruments, certifications and opinions as the Agent may reasonably require, including, without limitation, a Compliance Certificate,... | Label: Expenses |
501b98d9-e8d6-414c-92e6-1e0f4bc54fd5 | Clause:
No Default or Event of Default other than the Interest Default shall have occurred and be continuing as of the date the condition set forth in Section 3(a) is satisfied.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable... | Label: No Defaults |
555bbdc0-d701-4fe6-897b-9594dd93c2be | Clause:
Statement ”), setting forth a reasonably detailed proposed final calculation of the Inventory as of the Closing Date (the “ Closing Date Inventory ”), and the Closing Date Inventory Adjustment Amount, together with reasonably detailed supporting information. If the Closing Date Inventory is less than the Target... | Label: Closings |
9e4c3115-c7bc-4ba0-9f81-79a7ca6da8ba | 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 set forth in this Section 2.05 , to issue Letters of Credit denominated in Dollars or in one or more Alternative Currencies for the Borrower’s own ... | Label: General |
794b1903-fef2-47d7-a802-565cb58404f5 | Clause:
The laws of the State of New York shall govern the interpretation, validity and performance of the terms of this Agreement, without regard to conflicts of law doctrines (other than Sections 5-1401 and 1-402 of the New York Business Corporation Law).
Task: Classify this clause into ONE of these types (exactly o... | Label: Applicable Laws |
9b7f0d55-8d7a-450b-b22b-3cd190054109 | Clause:
The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. The Parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise this Agreement and, therefore, the normal ru... | Label: Construction |
6d514e73-62d0-48c5-8be2-54412cc51734 | Clause:
Due Upon Any Termination . Upon any termination of Executive’s employment with the Corporation, the Corporation shall provide to Executive: (i) any unpaid base salary earned under Part Two - 3 for services rendered through the date of the termination, and (ii) the dollar value of all accrued and unused vacation... | Label: Payments |
6660a30a-61c3-4238-ab8a-126df183dc8f | Clause:
This Letter Agreement constitutes and contains the entire agreement of the Company and the Parent with respect to the subject matter hereof and supersedes any and all prior agreements, negotiations, correspondence, understandings and communications among the parties, whether written or oral, respecting the subj... | Label: Entire Agreements |
eeb5b61d-f1a8-4fc4-b063-a9e6c63d624e | Clause:
The rights and obligations of the parties under this Agreement shall survive as provided herein or if necessary or desirable to accomplish the purposes of other surviving provisions following the termination of Executive’s employment with the Company or any Successor, regardless of the manner of or reasons for ... | Label: Survival |
4f128d1c-cb20-457b-a818-6d8038f649ce | Clause:
Mortgagor shall maintain or cause to be maintained, insurance with respect to the Mortgaged Property in accordance the Credit Agreement , provided, however, that Mortgagor shall not be required to obtain hazard insurance coverage against risks to improvements in an amount exceeding the replacement value of the ... | Label: Insurances |
d3f400c7-7aef-45ec-b0c0-5f37606b0bf8 | Clause:
The Company shall take all necessary actions and proceedings as may be required by applicable law, rule and regulation, for the legal and valid issuance (free from any restriction on transferability under federal securities laws) of the Warrant Shares to JGBWL or the subsequent holders.
Task: Classify this cla... | Label: Compliance With Laws |
3e8ef6db-6870-4c52-b9eb-2c174c43d8b7 | Clause:
To the extent any Agent is not reimbursed and indemnified by Loan Parties, each Lender will reimburse and indemnify such Agent in proportion to its respective portion of the outstanding Advances and its respective Participation Commitments in the outstanding Letters of Credit and outstanding Swing Loans (or, if... | Label: Indemnifications |
ae473bf1-8056-4a6b-846c-17b8c0258c54 | Clause:
Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Lease and First Amendment.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assi... | Label: Defined Terms |
efbe83fc-367b-4191-89bf-fe163f915c7b | Clause:
This Agreement and any attached consents, schedules, or exhibits requiring signatures may be executed in counterparts, and all counterparts shall constitute but one and the same document.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruptio... | Label: Counterparts |
35389079-93eb-4978-9801-77dfcdc1c6fc | Clause:
The Company or any of its subsidiaries or affiliates may withhold from the First Retention Bonus or the Second Retention Bonus all federal, state, city or other taxes as the Company or such subsidiary or affiliate is required to withhold pursuant to any applicable law, regulation or ruling. Notwithstanding any ... | Label: Tax Withholdings |
fcd31f8f-5a68-4bc3-b1f0-c2061f31c8b8 | Clause:
The parties hereto agree that all understandings and agreements heretofore made between them with respect to the subject matter hereof are merged into this Agreement and any schedules and exhibits attached hereto (collectively, the “ Transaction Documents ”), which fully and completely express their agreement w... | Label: Entire Agreements |
3ee3d248-1744-48dd-b2ec-5c724b714537 | Clause:
No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect. The present value of all accumulated benefit obligations under each ... | Label: Erisa |
5a4db995-543f-4571-b037-a3f7c1f66354 | Clause:
No financial statement, material report, material certificate or other material information furnished (whether in writing or orally), taken together as a whole with all SEC filings made from time to time by the Company, by or on behalf of any of the Company or any of its Subsidiaries to the Administrative Agent... | Label: Disclosures |
8778e8cf-e686-4bff-ab28-ab684b6809ba | Clause:
During the Term, the Executive shall be entitled to four (4) weeks of paid time off (“ PTO ”) each full calendar year. The PTO shall be used for vacation and sick days. Any vacation shall be taken at the reasonable and mutual convenience of the Company and the Executive. Any PTO that the Executive is entitle... | Label: Vacations |
74849d9e-53ef-4f26-9e52-335e502aeb4d | Clause:
The execution, delivery and performance by the Borrower of the Subordinated Loan Documents to which it is a party are within the Borrower’s organizational powers and have been duly authorized by all necessary organizational action. This Agreement has been duly executed and delivered by the Borrower, and consti... | Label: Authorizations |
557dfa3d-83d8-4f8a-8696-ccfdd01b2df0 | Clause:
All material consents required to effectuate the transactions contemplated by this Amendment and the other Loan Documents shall have been obtained and are in full force and effect.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws,... | Label: Consents |
d0ef8362-f3d7-412a-a065-0515de917bef | Clause:
This Agreement shall be binding upon and inure to the benefit of Executive and his estate, and the Corporation and any successor of the Corporation, but neither this Agreement nor any rights arising hereunder may be assigned or pledged by Executive.
Task: Classify this clause into ONE of these types (exactly o... | Label: Successors |
cc3cab18-7a4c-496c-b4e0-667b27cccf2e | Clause:
On or prior to the date of this Agreement, the Bank shall have received, certificates of insurance, in form and detail acceptable to the Bank, describing the types and amounts of insurance (property and liability) maintained by the Borrower and its Restricted Subsidiaries.
Task: Classify this clause into ONE o... | Label: Insurances |
8d1c1e66-572d-4b48-ba63-2ebcb085248e | Clause:
This Joinder and the Registration Rights Agreement shall be binding upon, and shall inure to the benefit of, the New Holder and its successors and Permitted Assigns, subject to the terms and provisions of the Registration Rights Agreement. It shall not be necessary in connection with the New Holder’s status as ... | Label: Binding Effects |
a466e7d2-c0d3-4b9a-a95f-6d2cba128e77 | Clause:
This Agreement shall be construed as a whole according to its fair meaning and not strictly for or against any party. The parties acknowledge that each of them has reviewed this Agreement and has had the opportunity to have it reviewed by their respective attorneys and that any rule of construction to the effe... | Label: Construction |
c0e3059b-b810-4d7a-a935-f16eb96ef3d1 | Clause:
Each Loan Party will, and will cause each Subsidiary to, maintain with carriers that are financially sound and reputable (as determined in good faith by the Loan Parties) (a) insurance in such amounts (with no greater risk retention) and against such risks (including loss or damage by fire and loss in transit; ... | Label: Insurances |
5aba745c-b081-490c-b0e6-b5cafdd638c5 | Clause:
Each Party represents, warrants and covenants that it will comply with the U.S. Customs & Trade Partnership Against Terrorism and with the laws and regulations relating to anti-corruption and anti-bribery including the U.S. Foreign Corrupt Practices Act (collectively, the “ Anti-Corruption Laws ”). Each Party ... | Label: Anti-Corruption Laws |
6def6e47-5412-44a4-88a7-071d7d1bff1a | Clause:
The terms identified below in this Section 1 shall have the meanings herein specified, and capitalized terms used but not otherwise identified in this Section 1 shall have the meanings given in the Building Loan Disbursement Agreement (or in the Loan Agreement, to the extent the Building Loan Disbursement Agree... | Label: Definitions |
3f2fe5fa-5ec9-494e-95c0-e12f195b93c4 | Clause:
The Employer and Executive agree that the foregoing restrictions are reasonable under the circumstances and that any breach of the covenants contained in this Article VIII would cause irreparable injury to the Employer.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreem... | Label: Severability |
f8f55756-9921-44ff-a8ea-b386d7d6196f | Clause:
Each Credit Party shall maintain (a) its existence and good standing in its jurisdiction of organization and (b) its qualification and good standing in all other jurisdictions in which the failure to maintain such qualification or good standing could reasonably be expected to have a Material Adverse Effect.
Ta... | Label: Existence |
24f5d266-d289-471e-9bd7-ee65ead3ba13 | Clause:
A mortgagee/loss payee/additional insured endorsement to each Insurance Policy or certificate holder designation in favor of Lender or other proof of insurance as evidenced by a certificate of insurance, reasonably acceptable to Lender. The Lender acknowledges that the certificates of insurance delivered to it... | Label: Insurances |
a107623e-0176-4460-9d92-bed29ca55666 | Clause:
This Agreement may not be assigned by Buyer without the prior written consent of Sellers. Any transfer of a majority of the direct or indirect interests in Buyer shall be deemed to be an assignment of this Agreement by Buyer. Notwithstanding the foregoing, Buyer may assign all of its rights under this Agreement... | Label: Assignments |
1496cc5d-2deb-4e81-8c1c-25e725acdda1 | Clause:
Except as otherwise set forth in this Agreement to the contrary, all claims against, and liabilities of, Tenant or Landlord arising prior to any date of termination or expiration of this Agreement with respect to the Leased Property shall survive such termination or expiration. Neither this Agreement nor any pr... | Label: Construction |
89195d1d-0940-495d-b8bd-1ba0be763af2 | Clause:
On one or more Closing Dates, 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 $600,... | Label: Closings |
80cedfbc-2a2f-4558-bd34-0072471b2297 | Clause:
The Company will comply with the Securities Act and the Exchange Act, and the rules and regulations of the Commission thereunder, so as to permit the completion of the distribution of the Securities and other shares of Common Stock as contemplated in this Agreement and the Memorandum. If during the Offering per... | Label: Amendments |
6403d977-29c2-42af-a094-14f4f72481ff | Clause:
This Agreement may be executed in counterparts, each of which shall constitute an original, and all of which together shall constitute one and the same agreement. A signed copy of this Agreement transmitted by a party to another party via facsimile or an emailed “pdf” version shall be binding on the signatory ... | Label: Counterparts |
4a7d5dfe-dc47-41c0-bee8-afa9ece87de0 | Clause:
After giving effect to the consummation of the Transactions, on the Effective Date, the Borrower, together with its Restricted Subsidiaries on a consolidated basis, is Solvent.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, App... | Label: Solvency |
bf3a94d9-172f-44c0-a69d-c09c3160d62d | Clause:
Notwithstanding any other provision of the Plan to the contrary, the Committee or Board may determine, in their discretion, that upon the occurrence of a transaction involving the consummation of a reorganization, merger, consolidation or similar transaction involving the Company (other than a reorganization, m... | Label: Change In Control |
72076509-68f8-457a-a237-dcadd1b520a5 | Clause:
The representations and warranties of each Loan Party contained in the Credit Agreement as amended or otherwise modified hereby and each Loan Document are (i) in the case of representations and warranties qualified by materiality, “Material Adverse Effect” or similar language, true and correct in all respects a... | Label: Representations |
8e95e926-feb6-42a2-965d-6b46cbf96722 | Clause:
So long as participation of the same percentage of Group Commitment and/or Group Loans is entered into concurrently therewith, any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural Person (or a holding ... | Label: Participations |
725c670d-f264-41d3-b922-3dea0a7dd7d2 | Clause:
Notwithstanding the provisions of Section 3(a) , in the event of a Change in Control, if the Awards are not assumed or replaced with awards of substantially equal value by the acquiring entity in such a Change in Control and/or cease to remain outstanding immediately following the Change in Control, all of the ... | Label: Change In Control |
63a83f2c-0567-46e7-9a2c-4ed33bb30348 | Clause:
This Agreement, and any related agreement referred to herein, constitutes the entire agreement between the parties hereto with respect to the subject matter hereof. This Agreement supersedes and replaces all prior understandings and agreements between the parties hereto, whether written or oral, express or impl... | Label: Entire Agreements |
dbfaa394-a1f3-45ef-9a02-498cbdce42fb | Clause:
This License Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether written or oral. There are no conditions, covenants, agreements, representations, warranties or other p... | Label: Entire Agreements |
7f5c73e1-5117-4e5e-9540-5f52df8b8bcb | Clause:
The Board of Directors, acting through the Committee, may amend, suspend or terminate the Plan, any portion thereof at any time, consistent with applicable law, regulation and listing rules, but it may not adversely affect the rights of any participant with respect to an award already earned. Notwithstanding th... | Label: Amendments |
6e663142-de3d-49fd-b8ec-2a9d5f8d349d | Clause:
Subject to this Section 3.3 and the applicable terms of this Agreement, (i) Athenex shall Develop Licensed Products in the Field in the Territory in accordance with the Development Plan, as it may be revised from time to time in accordance with Section 3.3(b)(i), and (ii) Almirall shall use Commercially Reasona... | Label: General |
660951b4-f2fd-4a12-a79f-269abc971347 | Clause:
The Loan Parties shall indemnify the Administrative Agent (and any sub-agent thereof), each Arranger, each Bookrunner, each Swing Line Lender, each Lender and each L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “ Indemnitee ”) against, and hold each Indemnit... | Label: Indemnifications |
52b7c222-3fe4-4a72-ab51-b5c04e4dfc75 | Clause:
The headings of this Waiver are for convenience of reference and shall not form part of, or affect the interpretation of, this Waiver.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assi... | Label: Headings |
4318906f-9666-47b4-84b0-19ffe856c8b0 | Clause:
The Company confirms that neither it nor any Person acting on its behalf has provided any Investor or its respective agents or counsel with any information that the Company believes constitutes material, non-public information concerning the Company, the Subsidiaries or their respective businesses, except insof... | Label: Disclosures |
f308d892-0e78-4614-b9e3-f7cedd7fd0c0 | Clause:
This Agreement and each of the other Credit Documents, taken together, constitute and contain the entire agreement of the Borrower, the Lenders and the Administrative Agent and supersede any and all prior agreements, negotiations, correspondence, understandings and communications among the parties, whether writ... | Label: Entire Agreements |
ebc0c359-3de5-4ccc-a433-f2aa37d86ad3 | Clause:
There is no proceeding pending or, to the Knowledge of Seller, threatened or anticipated, against Seller relating to or affecting this Agreement or the Transactions.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Law... | Label: Litigations |
ad1c8272-6846-41f4-afec-1cbbd67fe5c1 | Clause:
(a) Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes . (i) Any and all payments by or on account of any obligation of the Borrowers hereunder or under any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of and without reduction or withhold... | Label: Taxes |
413f7b72-6670-4491-b1be-a9ea745cfe5c | Clause:
EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON C... | Label: Waiver Of Jury Trials |
3e387dba-d4c6-4558-b640-4cffa40ab120 | Clause:
The Committee is authorized to make adjustments in the terms and conditions of, and the criteria included in, the Performance Cash (including performance criteria and conditions relating thereto) in recognition of unusual or nonrecurring events (including, without limitation, acquisitions and dispositions of bu... | Label: Adjustments |
fd3dc5b3-0b5d-4233-a5d9-02e0ece7f470 | Clause:
Upon the occurrence of an Event of Default, Landlord may exercise all rights and remedies under this Lease and the laws of the state where the Premises is located that are available to a Landlord of real and personal property in the event of a default by its Tenant, and as to the Tenant Property, all remedies g... | Label: Remedies |
92911b01-a2e0-409d-8282-1577d263fea5 | Clause:
Borrower hereby represents to Lender that, except for Eastdil Secured LLC (“ Broker ”), it has not dealt with any financial advisors, brokers, underwriters, placement agents, agents or finders in connection with the transactions contemplated by this Agreement. Borrower shall indemnify, defend and hold Lender ha... | Label: Brokers |
36a7b13a-c6e8-4e98-9b83-53c9e7022290 | Clause:
When a reference is made in this Agreement to Sections, such reference shall be to a Section of this Agreement unless otherwise indicated. Whenever the words “include,” “includes” or “including” are used in this Agreement they shall be deemed to be followed by the words “without limitation.” The headings set f... | Label: Interpretations |
a4afff7a-223a-4c45-bfd9-57e73d9c0d31 | Clause:
Except as disclosed to the Administrative Agent by the Borrower in writing from time to time after the Closing Date, (a) Schedule 3.14 sets forth the name and jurisdiction of incorporation of each Subsidiary and, as to each such Subsidiary, the percentage of each class of Equity Interests owned by any other Gro... | Label: Subsidiaries |
fc6b88e1-ed0f-4e00-991c-e59773e55508 | Clause:
There is no pending, or to the Pride Shareholders’ Knowledge, threatened in writing action, claim, suit, proceeding or investigation against Pride, or to which any property, assets or rights of Pride is subject, nor is Pride subject to any Order that remains outstanding or unsatisfied, in each case, except as w... | Label: Litigations |
59d45834-8d06-4e13-992a-058c4f97f018 | Clause:
This Amendment shall be governed by, and construed and interpreted in accordance with, the law of the State of Wisconsin.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assi... | Label: Governing Laws |
0d761424-7399-44ec-959e-6dd86189b33d | Clause:
This Agreement shall terminate in its entirety upon the earliest to occur of (i) the termination of the Merger Agreement in accordance with its terms; (ii) the Effective Time (the “ Expiration Date ”); and (iii) an amendment, waiver or modification to the Merger Agreement or the agreements ancillary thereto tha... | Label: Terminations |
3bc9989c-6aab-43c2-b5a2-47db17c83e27 | 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 (i) such as have been obtained or made and are in full force and effect, (ii) routine renewals of existing licenses and permits of the US Borrower and its Subsi... | Label: No Conflicts |
8b6883b1-8a96-41ee-83e6-a13702525613 | Clause:
This Agreement, together with the Confidentiality Agreement, the CIC Severance Agreement (except as amended by this Agreement), the Bonus Plan (except as amended by this Agreement) and the Equity Agreements (except as amended by this Agreement), represents the entire agreement and understanding between the Comp... | Label: Entire Agreements |
d728c55c-aef0-42b4-b18c-7d8735b0deac | Clause:
This Agreement, together with the Purchase Agreement and the Escrow Agreement, sets forth the entire agreement and understanding of the Parties hereto with respect to the subject matter contained herein, and supersedes and cancels all prior or contemporaneous agreements, promises, covenants, arrangements, commu... | Label: Entire Agreements |
aa3ad547-4168-4f76-a3e0-0b91ddbfd94a | Clause:
This Agreement may be terminated by the Purchaser, as to the Purchaser’s obligations hereunder only and without any effect whatsoever on the obligations between the Company and the Purchaser, by written notice to the other parties, if the First Closing has not been consummated on or before _____________ ___, 20... | Label: Terminations |
7206bd3b-70a5-4fe4-8d0f-1137aa637de3 | Clause:
As used in this Agreement, capitalized terms shall have the respective meanings set forth on Exhibit A. Any term used in the Code and not defined herein shall have the meaning given to such term in the Code.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendm... | Label: Definitions |
c4b530d9-f593-4dc3-8c89-e390053826fa | Clause:
Except as specifically provided in this Agreement and subject to certain restrictions and conditions set forth in the Plan, 100% of the total Optioned Shares shall vest and become exercisable as of March 30, 2017.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, ... | Label: Vesting |
f07c9628-3626-49a6-a32d-6146b3a2c8bd | Clause:
Each of the Parties shall bear its own costs and expenses in connection with this Agreement and the transactions contemplated hereby, including all legal, accounting, financial advisory, consulting and all other fees and expenses of third parties, whether or not the Acquisition is consummated.
Task: Classify t... | Label: Expenses |
c90a5b7c-4a7c-44ae-9f5f-c4747596e13a | Clause:
This agreement will be governed by and construed under Illinois Law, without regard to conflict of laws principles.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, A... | Label: Governing Laws |
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