id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
86facdaf-6958-490b-8af5-ee39f7e0159b | Clause:
Participant hereby acknowledges that he or she has read and understood the terms regarding collection, processing and transfer of Data contained in Section 10 of the Agreement and, by accepting the Performance Option, Participant agrees to such terms. In this regard, upon request of the Company or the Employer... | Label: Consents |
b1440baf-c450-4d77-a6e7-4a122140ece5 | Clause:
This option is granted pursuant to the Plan, a copy of which the Optionee acknowledges having received. The provisions of the Plan are incorporated into this Agreement by this reference. Capitalized terms are defined in Section 15 of this Agreement or in the Plan.
Task: Classify this clause into ONE of these ... | Label: Defined Terms |
02af4f2b-cfe2-407d-b772-1c153acc896a | Clause:
To the extent permitted by law, any provision of any Loan Document held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the r... | Label: Severability |
042a9c88-445c-4523-850c-1c70d5b0431e | Clause:
Each of the Parties shall be responsible for their respective expenses and costs incurred in connection with the negotiation, documentation and execution of this Agreement and the other agreements, and documents contemplated herein and therein.
Task: Classify this clause into ONE of these types (exactly one la... | Label: Expenses |
70e0b31a-169f-4412-a0a7-ef55e69bc6d4 | Clause:
This Agreement, including any exhibits or appendices hereto, contains and comprises the entire understanding and agreement between Executive and Sears (including any Sears Affiliate) and fully supersedes any and all prior agreements or understandings between Executive and Sears with respect to the subject matte... | Label: Entire Agreements |
5b71484f-a43e-42d6-a304-3f1162c106b2 | Clause:
The obligations of Business Associate under this Section 7 shall survive the termination of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority... | Label: Survival |
a3cfdc9d-cb5f-489d-b935-2175ae15d670 | Clause:
All notices, requests and demands to or upon the Note Collateral Agent or the Company hereunder shall be effected in the manner provided for in Section 109 of the Indenture; provided that any such notice, request or demand to or upon the Company shall be addressed to the Company at its notice address set forth ... | Label: Notices |
db1bf295-bfb7-42e0-b964-42a53e13216b | Clause:
For purposes of this Agreement, (a) the words “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; and (c) the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to this Agreement as a whole. Unless the conte... | Label: Interpretations |
9b2ced17-abf3-42c8-88c7-2c018df46260 | Clause:
No amendment of any provision of this Agreement shall be effective unless it is in writing and signed by the Pledgor and the Collateral Agent, and no waiver of any provision of this Agreement, and no consent to any departure by the Pledgor therefrom, shall be effective unless it is in writing and signed by the ... | Label: Amendments |
76427d25-3312-4d8b-808c-d8c805b1a786 | Clause:
This Agreement and the Amended Note Securities represent the entire agreement and understandings between the parties hereto concerning the Amendment and the other matters described therein and supersedes and replaces any and all prior agreements and understandings.
Task: Classify this clause into ONE of these ... | Label: Entire Agreements |
b3f5c142-24df-47f8-8fa8-aee1a0ba6f87 | Clause:
Neither a Reportable Event nor a failure to meet the minimum funding standards and benefit limitations of Section 412, 430 or 436 of the Code with respect to any Plan (whether or not waived) has occurred. Each Plan has complied in all material respects with the applicable provisions of ERISA and the Code, excep... | Label: Erisa |
39048854-1f65-4497-8d45-62ae744285cd | Clause:
The parties to each assignment shall execute and deliver to Agent and the Company an Assignment and Assumption, together with a processing and recordation fee payable to Agent equal to $3,000; provided, however, that Agent may, in its sole discretion, elect to waive such processing and recordation fee in the ca... | Label: Assignments |
cbfe5680-4b88-4a96-9d94-fdd64416cf86 | Clause:
The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that (other than pursuant to a transaction permitted by Section 7.04 ) none of the Borrowers nor any other Loan Party may assign or otherwis... | Label: Successors |
e3c38c53-7b78-4b16-8cf0-61ef350a7058 | Clause:
Capitalized terms used but not defined herein have the meanings set forth in the Plan.
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, Bas... | Label: Definitions |
9890ea27-c826-4454-8807-77a7ba115c52 | Clause:
All notices, demands, statements, designations, approvals or other communications (collectively, " Notices ") given or required to be given by either party to the other hereunder or by law shall be in writing, shall be (A) sent by United States certified or registered mail, postage prepaid, return receipt reque... | Label: Notices |
e9881676-faf9-4e24-bf0d-bf0c87e4512e | Clause:
Set forth on Schedule 3.28 hereto is a true, correct and complete summary of all insurance carried by each Loan Party on and as of the Effective Date, with the amounts insured set forth therein.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Co... | Label: Insurances |
b42e41fb-5f4e-49eb-9c81-b4acdc97671e | Clause:
The proceeds of the Revolving Loans and the Swingline Loans, and the Letters of Credit, shall be used for general corporate purposes.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assig... | Label: Use Of Proceeds |
24ed1a08-4f25-4e1c-a8a3-1f5f7ac91c81 | Clause:
This Agreement may be executed (including by facsimile transmission, “. pdf,” or other electronic transmission) in two or more counterparts, and by the different Parties in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one ... | Label: Counterparts |
23c40b43-a621-4659-9919-b27a9d011982 | Clause:
Except as otherwise determined by the Committee at the time of the grant of the Award or thereafter, upon termination of employment or service during the applicable restriction period, Restricted Stock that is at that time subject to restrictions shall be forfeited; provided, however , that, except as otherwis... | Label: Forfeitures |
246af90f-2554-4b2b-bece-63c494432727 | Clause:
This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, as such laws are applied to contracts entered into and performed in such State, without giving effect to the choice of law provisions thereof. The Company and the Participant stipulate and consent to person... | Label: Venues |
60aeeb35-d442-46b2-aa93-d54820fcb81a | Clause:
The Borrower shall pay all of the Lender’s reasonable and documented out-of-pocket costs and expenses, including reasonable attorney’s fees, incurred with respect to with the negotiation, execution and delivery of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustmen... | Label: Expenses |
c330a7c1-5aa7-44fc-8408-b80390077ded | Clause:
The Borrower will not request any Loan or Letter of Credit, and the Borrower shall not directly (or knowingly indirectly) use, shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents (in each case, acting in their capacities as such) shall not directly (or knowi... | Label: Use Of Proceeds |
4539bef1-f977-4f7c-904a-ddc166eafdca | Clause:
Each Loan Party owns, is licensed to use or otherwise has the right to use, all patents, trademarks, trade names, copyrights, technology, know-how and processes used in or necessary for the conduct of its business as currently conducted that are material to the business of the Loan Parties (collectively, “ Inte... | Label: Intellectual Property |
b94dc186-eaf4-4489-b599-2690c130369a | Clause:
The term (“ Term ”) of this Agreement shall commence from the date of this Agreement through the date that the Shareholders (together with their Affiliates) no longer beneficially own Common Stock (including shares underlying options or warrants) representing, on a fully diluted basis, in the aggregate, at leas... | Label: Terminations |
c84baa51-3ca6-46f0-a0c8-6c3014ab155e | Clause:
The Participant shall become 100% vested in the Stock Units granted hereunder upon the date (the “vesting date”) that is the earliest to occur of (a) the date of Northern’s 2018 Annual Meeting of Stockholders (the “regular vesting date”), (b) the date of the Participant’s death, or (c) the date of a Change in C... | Label: Vesting |
fc38e8a8-31aa-488a-9ccd-43db6de813ce | Clause:
Whenever possible, each provision or portion of any provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision or portion of any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any appli... | Label: Severability |
16db9112-d8f1-4491-8367-1c17cd164641 | Clause:
The Borrower will, and will cause each of its Restricted Subsidiaries (other than Immaterial Excluded Subsidiaries) to take such action from time to time as shall reasonably be requested by the Administrative Agent or Collateral Agent to effectuate the purposes and objectives of this Agreement and to confirm th... | Label: Further Assurances |
15d3da54-53eb-45f1-8f17-0d43f8387506 | Clause:
All books of account, records, systems, correspondence, documents, memoranda, manuals, email, electronic or magnetic recordings or data and any and all other data, in whatever form and any copies thereof, concerning or containing any reference to the works and business of the Company or any Subsidiary or Affili... | Label: Confidentiality |
f55152cf-403f-4e94-89f9-57c0c1fa62ee | Clause:
At the time of distribution pursuant to Section 6 above, and in accordance with any rules or regulations of the Committee then in effect, the Company shall withhold, through an automatic share withholding procedure, Company Stock with a Fair Market Value (measured as of the vesting date) equal to the amount of ... | Label: Withholdings |
8f82600f-a3e4-4627-8061-f2e6522ccc9a | Clause:
You will not be allowed to exercise the Option unless you make arrangements acceptable to the Company to pay any taxes, social insurance contributions and other required deductions that may be due as a result of the Option exercise.
Task: Classify this clause into ONE of these types (exactly one label):
Adjust... | Label: Taxes |
2c35a7db-5b4e-41da-a1ef-769b9aee7720 | Clause:
This Agreement may be executed in one or more counterparts (including via facsimile and electronic image scan (PDF), each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument and shall become effective when one or more counterparts have been signed b... | Label: Counterparts |
c69b7dd5-28ab-4093-af14-6c455a7d0679 | Clause:
Each Participant must make appropriate arrangements with the Company for satisfaction of any Federal, state or local income tax withholding requirements, Social Security and other employee tax or other requirements that apply to the Participant’s Accounts. All taxes required to be withheld by the Company with r... | Label: Withholdings |
f8f14974-c456-4194-8c6f-38d6625d16bc | Clause:
In case any one or more of the provisions contained in this Warrant shall be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby. The parties shall endeavor in good faith neg... | Label: Severability |
ce6bdf68-1314-4465-a4d5-51f62dbeea01 | Clause:
If Landlord shall institute proceedings against Tenant and a compromise or settlement thereof shall be made, the same shall not constitute a waiver of any other covenant, condition or agreement herein contained, nor of any of Landlord’s rights hereunder. No waiver by Landlord of any breach shall operate as a wa... | Label: No Waivers |
e66981f7-d395-4e70-b1cd-cf6493706602 | Clause:
The descriptive headings and subheadings in this Agreement are included for convenience and identification only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof.
Task: Classify this clause into ONE of these types (exactly o... | Label: Headings |
44654642-5c76-4565-bbd2-e38cdb230687 | Clause:
This Agreement may be executed in any number of counterparts, with each such counterpart constituting an original and all of such counterparts constituting but one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corrupti... | Label: Counterparts |
16d066f6-409d-480f-84f2-ac3cb5f8bfba | Clause:
The Holder’s representations and warranties contained in Article II hereof shall be true and correct at and as of the Closing as though made as of the Closing Date. The Holder shall have performed and complied in all material respects with all of its covenants and other obligations contained in this Agreement r... | Label: Representations |
b5393ff8-5fda-4252-8451-06b16f9c9e39 | Clause:
This Third Amendment will be effective beginning on the date you have executed the Amendment and delivered it to the Company and it has become irrevocable pursuant to paragraph 9.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, ... | Label: Effective Dates |
06c333ee-2549-4702-aa60-fc64a7c071c3 | Clause:
RMS has all requisite Approvals and RMS shall have provided evidence, satisfactory to the Purchaser and Agent, that RMS’s Approvals are in good standing.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals... | Label: Approvals |
d88f3d46-0b22-434c-bd13-40d7c5739910 | Clause:
This Agreement shall inure to the benefit of Company, Company ’ s Affiliates, and their respective successors, survivors, and/or assigns, without the need for further action by any party. Employee consents to assignment of this Agreement to any person or entity that acquires Company, in whole or in part, or th... | Label: Assignments |
3329480e-9d37-4223-8982-c604ecb777a1 | Clause:
This Statement may be amended only by written statement between the Grantee and the Corporation, without the consent of any other person.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, A... | Label: Amendments |
901ab487-83dc-4a9c-8a36-7fd3003ea081 | Clause:
During the Agreement Term, the Company will employ Executive as its Executive Vice President of Research & Development to perform the duties and responsibilities inherent in such position and such other duties and responsibilities consistent with such position as the Chief Executive Officer of the Company (the ... | Label: Titles |
a04ec307-b4ba-4f4d-9b41-f59a45b7e26d | Clause:
The validity, interpretation and effect of this Agreement shall be governed exclusively by the laws of the State of Delaware, excluding the “conflict of laws” rules thereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applic... | Label: Governing Laws |
5dc7cf5c-66f1-41cc-bcc6-bb8d9a69edfa | Clause:
This section of the letter agreement is a release of legal claims. In this section, you are agreeing to release all legal claims against the Company and the other releasees defined below that arise up to the date you sign the letter agreement. Please carefully review this section with your attorney, or other ... | Label: Releases |
a20846f4-aec0-4f6b-9fd6-ae82ba4ad4ca | Clause:
(a) None of the terms or provisions of this Guaranty may be waived, amended, supplemented or otherwise modified except by a written instrument executed by the Guarantor and the Buyer, provided that any provision of this Guaranty may be waived by the Buyer.
Task: Classify this clause into ONE of these types (ex... | Label: No Waivers |
597c348a-68f7-4b08-be01-6a5e0a0bcaae | Clause:
When you join the Company, your position will be Chief Revenue Officer and you will report to Chief Operating Officer Eric Eichmann. You will generally work out of the Company's offices in New York, NY, but will be expected to travel, as required. As a Company employee, you will (i) carry out your duties, as di... | Label: Positions |
04bfda8f-410e-4a33-825c-bacbb761627e | Clause:
In consideration of the lump sum payment of benefits under The Coca-Cola Company Severance Pay Plan (the “Severance Plan”) and other good and valuable consideration, I, for myself and my heirs, executors, administrators and assigns, do hereby knowingly, voluntarily and unconditionally release, hold harmless and... | Label: Releases |
44abadec-b464-4803-bd19-e4cd0e7fe6ae | 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) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by l... | Label: Financial Statements |
b8c5e885-7c94-4426-8a83-09abaf107d8e | Clause:
No failure on the part of any party to exercise or delay in exercising any right hereunder shall be deemed a waiver thereof or of any other right, nor shall any single or partial exercise preclude any further or other exercise of such right or any other right.
Task: Classify this clause into ONE of these t... | Label: Waivers |
c57966bd-2322-4ee3-b0f9-77e83cd70ee8 | Clause:
For value received, Cesca Therapeutics Inc., a Delaware corporation (the “ Borrower ”), hereby promises to pay to the order of Boyalife Investment Fund II, Inc., an Illinois corporation, together with its successors and assigns (the “ Lender ”), the principal sum of $5,000,000.00, or such lesser amount as may b... | Label: Interests |
19f77ff7-e431-4400-b611-30a1f1f97c6f | Clause:
(a) The Company and each Guarantor, jointly and severally, agree to indemnify and hold harmless each Initial Purchaser and each Holder, their respective affiliates, directors and officers and each Person, if any, who controls any Initial Purchaser or any Holder within the meaning of Section 15 of the Securities... | Label: Indemnifications |
ead67c42-ab96-48f3-b848-0d1b2d70a816 | Clause:
Assignor, on demand, shall indemnify and hold Assignee harmless for, from, and against any and all loss, cost, damage, claim, liability or expense, including court costs and attorneys' fees in a reasonable amount, arising out of any breach of the terms, provisions and/or conditions of this Assignment by Assigno... | Label: Indemnifications |
4e16e887-5317-444e-b276-06f45f29d704 | Clause:
Except as otherwise provided in section b below, this Agreement shall commence on the date hereof and shall remain in effect for a period of 3 years from the date hereof (the “Term ”) or until the end of the Contract Period, whichever is later. The Term shall be automatically extended for an additional one year... | Label: Terms |
9a427a03-3412-4fc4-968f-ca5380ddcabb | Clause:
Each of the Company and any Subsidiary is authorized to withhold from any Award granted, or any payment relating to an Award under the Plan, including from a distribution of Shares, amounts of withholding and other taxes due or potentially payable in connection with any transaction involving an Award, and to ta... | Label: Taxes |
f0337844-1302-4d4d-a0f9-d9bb07690a8e | Clause:
This Agreement and the Merger Agreement embody the complete agreement and understanding among the parties hereto with respect to the subject matter hereof and thereof and supersede and preempt any prior understandings, agreements or representations by or among the parties, written or oral, which may have relate... | Label: Entire Agreements |
49925da4-9bc4-472c-b827-688e1b0993b0 | Clause:
Seller shall hold Buyer harmless from any and all claims arising out of or related to (i) actions taken by Seller in its capacity as a shareholder of the Company prior to the Closing date, or (ii) any lawsuits against the Corporation arising during the period of time prior to the Closing date; (iii) any request... | Label: Indemnifications |
3e0c6b63-eb89-4ed6-9d2b-5e4199c9d6cc | Clause:
The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to Investor by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Agreement will be ... | Label: Remedies |
22a9245f-db07-49f4-9023-7bd577491ebb | Clause:
Each capitalized term which is defined in the Credit Agreement, but which is not defined in this Second Amendment, shall have the meaning ascribed such term in the Credit Agreement, as amended hereby. Unless otherwise indicated, all section references in this Second Amendment refer to the Credit Agreement.
Tas... | Label: Defined Terms |
903d8e6d-7972-4c2a-b267-95ef299664dd | Clause:
Subject to the terms and conditions set forth herein, the Borrower may request the issuance of Letters of Credit for its own account (or, so long as the Borrower is a joint and several co-applicant with respect thereto, the account of any Subsidiary), denominated in Dollars and in a form reasonably acceptable t... | Label: General |
a8ecb670-8d61-440e-82c7-cd34bb685463 | Clause:
Notwithstanding anything herein to the contrary, if Participant materially violates any provisions of Sections 5 and 6 of the Employment Agreement, whether before, on or after any settlement of an Award under the Plan, then Participant shall promptly pay to Company an amount equal to the aggregate Amount of Gai... | Label: Remedies |
c4d80016-a350-4466-a490-1572e35e1b8d | Clause:
Amend, modify or change in any manner any term or condition of the 2017 Convertible Notes, the 2017 Convertible Notes Documents, the 2021 Convertible Notes, the 2021 Convertible Notes Documents or any Indebtedness set forth on Schedule 7.02 , except for (a) any refinancing, refunding, renewal or extension there... | Label: Amendments |
cc7828c5-18cb-465c-be5e-0ac6cb57f0e5 | Clause:
The capitalization of the Company as of the date hereof is as set forth in a letter delivered to the Purchaser Designee concurrently herewith. The Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than issuances of the Company’s equity securitie... | Label: Capitalization |
df6b57c5-dfb4-4e74-9c31-f59f117aee45 | Clause:
If any provision of this Agreement shall be found invalid or unenforceable, in whole or in part, by a court of competent jurisdiction, then such provision shall be deemed to be modified or restricted to the extent and in the manner necessary to render the same valid and enforceable, or shall be deemed excised f... | Label: Severability |
e5b93703-8439-4bdb-b00a-89d342e3df0d | Clause:
The provisions of Section 4.2 and Section 14.3 of the Plan are hereby incorporated by reference, and the RSUs are subject to such provisions. Any determination made by the Committee pursuant to such provisions shall be made in accordance with the provisions of the Plan and shall be final and binding for all pur... | Label: Adjustments |
2c80cc69-9f31-4dd0-a64e-d316a87cfe61 | Clause:
The Borrower has disclosed to the Lenders all agreements, instruments and corporate or other restrictions to which it or any of its Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. Neither th... | Label: Disclosures |
6219b389-6ba3-4f85-a6e0-9800227d4f60 | Clause:
Notwithstanding anything herein to the contrary, upon and after the Executive’s termination by the Board without Cause or by the Executive with Good Reason, in either case within 24 months following the occurrence of a Change in Control (or within six (6) months prior to a Change in Control), the Executive shal... | Label: Change In Control |
6474c016-1f8b-4984-8918-64341a1d572c | Clause:
Borrower, as applicable, represents and warrants to Lender that all representations and warranties contained in the Loan Documents are true as of the date hereof, that there has been full compliance with the covenants contained in the Loan Documents and, that as of the date hereof, there exists no default or an... | Label: Warranties |
b378d9a2-bf54-430b-b369-7e74826f3086 | Clause:
The Borrower will properly maintain its books and records and permit the Lender, by its officers and representatives, to have reasonable access to the officers of the Borrower and examine, at all reasonable times and upon reasonable prior written notice to the Borrower, the Borrower’s properties, minute books a... | Label: Records |
816a2358-bceb-4728-82f2-c5537274046a | Clause:
Notices under this Sublease shall be in writing and shall be effective when actually delivered or two days after depositing in the United States Mails, certified, return receipt requested, directed to the other party at the address first set forth above. Either party may change its address for notices by writte... | Label: Notices |
d2e58962-540f-4da7-8433-8c01f7136536 | Clause:
Capitalized terms used herein will have the meanings given to them in this Section 1 .
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, Bas... | Label: Definitions |
8f966170-77b8-4eac-86d0-1063b946cc75 | Clause:
Subject to Sections 2.1 and 3.3 of this Agreement and the terms of the Plan, this Agreement may be amended only by a writing executed by the parties hereto if such amendment would adversely affect Optionee. Any such amendment shall specifically state that it is amending this Agreement.
Task: Classify this cla... | Label: Amendments |
a99dbf05-3231-4314-bca3-7befda44744b | Clause:
During the PIK Interest Accrual Period, interest shall accrue at the rates set forth in Section 2 but no payments of principal or accrued interest shall be due (other than by an acceleration after an Event of Default); provided that upon any prepayment of principal during the PIK Interest Accrual Period, all ac... | Label: Payments |
330072c0-9956-49f2-b311-d7727e2affe5 | Clause:
Each Purchaser, severally and not jointly with the other Purchasers, covenants that neither it, nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any purchases or sales, including Short Sales, of any of the Company’s securities during the period commencing with the exe... | Label: Confidentiality |
c5a6f431-4cef-41f9-9a07-b869bfdc478f | Clause:
This Security Agreement shall be binding upon and inure to the benefit of the Collateral Agent, the Secured Parties and each Company and their respective successors and assigns; provided , however , that no Company may sell, assign or delegate rights and obligations hereunder without the prior written consent o... | Label: Assignments |
c414e9e0-f16f-425e-b936-1cd9ee747a9a | Clause:
The Seller hereby represents and warrants to the Buyer with respect to each Transaction Unit on the Closing Date that, as of the Cut-Off Date or the Closing Date, as applicable, (i) each Closed-End Lease included in the 2017-A Reference Pool complies with all requirements of Applicable Law in all material respe... | Label: Representations |
5f1fbdc9-8383-40f3-944c-0530aeff80f3 | Clause:
Tenant shall cause Subtenant to pay all property taxes and directly as and when due and payable to the applicable taxing authority.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignm... | Label: Taxes |
a4986255-d939-451a-acf5-76101a168fe4 | Clause:
Executive agrees that his breach of any of the provisions of Section 5 above will cause irreparable damage to the Bank and that the recovery by the Bank of money damages will not alone constitute an adequate remedy for such breach. Accordingly, Executive agrees that such provisions may be specifically enforced... | Label: Remedies |
1a560c75-4e0f-481b-bbf0-6b7b984e8d9d | Clause:
On the Effective Date, the Borrower has no (a) direct or indirect Subsidiaries or (b) investments in any Person that would be consolidated, in accordance with GAAP, with the Borrower on the financial statements referred to in Section 6.1(a), except, in each case, as disclosed in Schedule 4.11 . Such Schedule se... | Label: Subsidiaries |
cd2fc295-0fc5-4545-be15-e8c049ac1085 | Clause:
(a) The Loans comprising ABR Borrowings shall bear interest at the Alternate Base Rate plus the Applicable Rate.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Auth... | Label: Interests |
bf0e6e23-adfb-4a96-9000-4d020a980e25 | Clause:
The Company will use the net proceeds to the Company from the sale of the Shares and Warrants hereunder for general corporate purposes and working capital, subject to the limitations with respect to the Restricted Account Funds, so long as they are held in the Restricted Account, as set forth in Section 4.24. T... | Label: Use Of Proceeds |
4ad4eed1-fc06-4249-a148-45936d88c697 | Clause:
Each Purchaser, severally and not jointly with the other Purchasers, covenants that neither it, nor any Affiliate acting on its behalf or pursuant to any understanding with it, will execute any Short Sales of any of the Company’s securities from the date hereof until the earlier of (x) the six (6) month anniver... | Label: Confidentiality |
9e0872c2-ccd1-48e3-ab49-32f6eb551fd7 | 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 (A) such as have been obtained or made and are in full force and effect and (B) those consents, approvals, registrations, filings, or other actions the failure ... | Label: No Conflicts |
87931c52-0679-4d59-b1ac-13e8365a8d25 | Clause:
Upon the occurrence of an Event of Default (and after the expiration of any applicable grace period), the non-Defaulting Party shall have the right, in its sole discretion, to do any or all of the following: (i) terminate this Contract upon thirty (30) days prior notice; (ii) obtain specific performance of a Pa... | Label: Remedies |
898bf440-02ec-423b-8292-0c8cafeff83f | Clause:
(0) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Loan Party, threatened against or affecting any Loan Party or any Subsidiary (i) as to which there is a reasonable possibility of an adverse determination and that, if... | Label: Litigations |
ecd5c263-0d15-4bbe-880e-98de1c00f308 | Clause:
Promptly (and in any event, within three Business Days) upon becoming aware of (a) any actual or potential Conflict of Interest or (b) any lawsuit, claim or arbitration filed against or involving Employee or any trust or vehicle owned or controlled by Employee and relating to acts or omissions in connection wit... | Label: Disclosures |
0e301355-2787-4e8b-a924-d1849b3499d8 | Clause:
Except during the transition or “interim” period described in Section 2.1 , above, during the Employment Term, Executive shall devote substantially all of Executive’s business time and attention to the performance of Executive’s duties hereunder and will not engage in any other business, profession or occupatio... | Label: Duties |
41b2d26d-e0ad-451c-aa8c-64dc2a96697f | Clause:
The Committee may specify in an Award Agreement at the time of the Award that the Participant’s rights, payments and benefits with respect to an Award shall be subject to reduction, cancellation, forfeiture or recoupment upon the occurrence of certain specified events, in addition to any otherwise applicable ve... | Label: Representations |
09022f46-ffb1-41ab-a027-8bf70ba719cd | 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 OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). ... | Label: Waiver Of Jury Trials |
5a5302b8-3ba3-401a-a64a-0f97ed55394b | Clause:
If any provision of this Agreement is invalid or unenforceable, that provision will be fully severable from this Agreement and the other provisions of this Agreement will remain in full force and effect and will be liberally construed in order to carry out the provisions and intent of this Agreement or its prov... | Label: Severability |
8423ab18-dfe8-4bbc-a2e3-2bc663ddd82c | Clause:
EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING RELATING TO A DISPUTE ARISING OUT OF OR RELATING TO THIS EXERCISE AGREEMENT AND FOR ANY COUNTERCLAIM WITH RESPECT THERETO.
Task: Classify this clause into ONE of these types (exactly... | Label: Waiver Of Jury Trials |
665e1601-c0ce-4d3d-bca2-f9a10da0a0e0 | Clause:
This Note shall be governed by, and construed and enforced in accordance with, the laws of the State of New York for agreements to be wholly performed therein, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would... | Label: Governing Laws |
5d263b05-b2fa-400c-b283-281c455fc8ef | Clause:
Except as otherwise provided herein, neither this Agreement nor any of the rights or obligations hereunder or to Product may be assigned by either Party without the prior consent of the other Party, such consent not to be unreasonably withheld; provided, however, that: (i) either Party may assign this Agreement... | Label: Assignments |
b69fc990-5223-4ecc-9255-b27be7fc42f8 | Clause:
I-ON has good and marketable title to all of its properties, interest in properties, and assets, real and personal, free and clear of all liens, pledges, charges, or encumbrances except statutory liens or claims not yet delinquent, those arising in the Ordinary Course of Business, and those disclosed in Schedul... | Label: Titles |
fea205f1-fb84-42d0-9da6-97f87e082c03 | Clause:
The Company shall pay Executive, as compensation for Executive’s services, a base salary at a gross annual rate of $425,000.00, less all required tax withholdings and other applicable deductions, in accordance with the Company’s standard payroll procedures. The annual compensation specified in this subsection (... | Label: Base Salary |
8b56e290-fb8b-4157-9db8-85832ec9a9de | Clause:
(a) None of the Borrower, any of its Subsidiaries, or any of the Borrower’s directors or officers, nor, to the knowledge of the Borrower, any of its employees and agents or any directors, officers, employees and agents of any of its Subsidiaries, is a Sanctioned Person. The Borrower, its Subsidiaries, the Borro... | Label: Sanctions |
23ece7ae-f607-4355-be61-19b82a96f83a | Clause:
(i) Restricted Stock awarded to a Participant shall be subject to the following restrictions until the expiration of the Restricted Period and the attainment of any other vesting criteria established by the Committee, and to such other terms and conditions as may be set forth in the applicable Restricted Stock ... | Label: Forfeitures |
40e8b8b1-1f77-4d84-bd20-63c225c09134 | Clause:
Landlord and Tenant each waive the prov1S1ons of Arizona Revised Statutes Section 33-343 and any other applicable existing or future Law permitting the termination of a lease agreement in the event of damage or destruction under any circumstances other than as provided in Sections 12.2 - Landlord’s Right to Ter... | Label: Waivers |
440a788b-0e4c-4418-ae99-109beec11c29 | Clause:
Except as otherwise expressly contemplated by this Agreement, no Party shall assign its rights or obligations hereunder, in whole or in part, without the prior written consent of the other Parties, given or withheld in the sole discretion of each Party. Notwithstanding the foregoing, Purchaser shall have the ri... | Label: Assignments |
895704a4-97ac-49b2-a746-c666d448286e | Clause:
Except to comply with a domestic relations order defined under Treasury Regulation § 1.409A-3(j)(4)(ii), the interest and property rights of any person in the Plan or in any payment to be made under the Plan shall not be subject to option nor be assignable either by voluntary or involuntary assignment or operat... | Label: Assignments |
ba1e5343-e6b4-4197-82d7-665476ea850c | Clause:
If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of Law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the transactions contemp... | Label: Severability |
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