id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
6125713a-4a91-4538-98d1-0575b80e08d5 | Clause:
Each party hereto agrees to do all things, including execute, acknowledge and/or deliver any documents which may be reasonably necessary, appropriate or desirable to effectuate the transactions contemplated herein pursuant to terms and conditions of this Agreement.
Task: Classify this clause into ONE of these ... | Label: Further Assurances |
bec68116-763c-432c-9a3c-1cf00f5eb51a | Clause:
This Agreement, as to its subject matter, exclusively and completely states the rights, duties and obligations of the Parties and supersedes all prior and contemporaneous representations, letters, proposals, discussions and understandings by or between the Parties. This Agreement may only be amended in a writi... | Label: Entire Agreements |
0b21f9ac-ded0-4e22-8b91-fc02e47556c2 | Clause:
This Agreement will be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignme... | Label: Binding Effects |
7fba1b1f-682d-4ba6-8ba7-17353cae71dd | Clause:
The Borrowers shall have obtained written consents (in form and substance reasonably satisfactory to Agent) to the Transactions from the requisite lenders under the Existing Facility Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Cor... | Label: Consents |
8813beac-9648-4bfb-b3fc-8aeebd5ec089 | Clause:
To the fullest extent permitted by Law, the Company shall indemnify each Covered Person from and against any and all Covered Losses arising from any and all claims, demands, causes of action, actions, suits or proceedings, whether civil, criminal, administrative or investigative, in which such Covered Person ma... | Label: Indemnifications |
a1dccc4e-5735-4b78-843a-df5d8b729086 | Clause:
No Default or Event of Default exists or would result from the incurring of the Obligations by the Borrower under this Agreement. Neither the Borrower, nor any of its Significant Subsidiaries, is in default under or with respect to any Contractual Obligation which, individually or together with all such default... | Label: No Defaults |
4359c19a-d068-45df-8624-5efebbba33c9 | Clause:
This Agreement and the documents to be executed hereunder and the Exhibits and Schedules attached hereto constitute the entire agreement among the Parties pertaining to the subject matter hereof, and supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Pa... | Label: Entire Agreements |
1293c5a6-14e2-408b-a096-12fbf35ca549 | Clause:
In addition to the accounts and records referred to in subsection (a), each Revolving Credit Lender and the Administrative Agent shall maintain in accordance with its usual practice accounts or records evidencing the purchases and sales by such Revolving Credit Lender of participations in Letters of Credit. In ... | Label: Participations |
bda87f58-e4a2-48a4-9f8b-dabca21c8d6a | Clause:
The execution, delivery and performance of this Agreement, the Note, the Warrant, and the other agreements entered into by the Company in connection with such (the “ Transaction Documents ”) and the consummation by the Company of the transactions contemplated hereby and thereby will not: (i) conflict with or re... | Label: No Conflicts |
d540425c-c35e-4f4f-b2a2-55fb459adfeb | Clause:
At any time or from time to time after the Effective Date, the Shareholders agree to cooperate with each other, and at the request of any other party, to execute and deliver any further instruments or documents and to take all such further action as the other party may reasonably request in order to evidence or... | Label: Further Assurances |
9cea9603-18b6-4966-9cc2-3257b609b905 | Clause:
During the two (2) years prior to the date hereof, none of the documents filed voluntarily with the SEC pursuant to the reporting requirements of the Exchange Act (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements, notes and schedules thereto and docu... | Label: Financial Statements |
d7949cf9-1d7b-4215-b494-888c83ebd268 | Clause:
Participant may not transfer or assign this Agreement or any part thereof. The Corporation reserves the right to transfer or assign this Agreement to any of its Affiliates.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applica... | Label: Assignments |
9e4f6aea-057b-4e3a-a177-f05f958207f0 | Clause:
The Company shall have the authority and right to withhold an amount sufficient to satisfy federal, state, local and foreign taxes required by law to be withheld with respect to any payments or benefits under the Plan. The provisions with respect to Sections 280G and 409A of the Code on Exhibit B are incorporat... | Label: Withholdings |
5cab958f-fee1-4813-94c8-e177dec98e44 | Clause:
This Agreement, together with any attendant or ancillary documents, specifically including, but not limited to (a) all documents referenced in this Agreement and (b) the written policies and procedures of the Company, embodies the entire understanding of the parties hereto, and, upon the Effective Date, will su... | Label: Entire Agreements |
76eec677-5ab0-434a-a39b-fffb8c8c2c88 | Clause:
The parties intend Sections 8 and 9 of this Agreement to be enforced as written. However, if any portion or provision of such sections shall to any extent be declared illegal or unenforceable by a duly authorized court having jurisdiction, then the remainder of such sections, or the application of such portion ... | Label: Severability |
c915a15f-31e3-4d29-abfb-c1e6674fd43e | Clause:
This Agreement, sets forth the entire agreement and understanding between the parties as to the subject matter hereof and merges all prior discussions between them; and neither party shall be bound by any conditions, definitions, warranties, understandings or representations with respect to such subject matter ... | Label: Entire Agreements |
00cbd556-c9fd-4abf-9237-5a52a8aaee2f | Clause:
(a) Keep all material property necessary in the operation of its business in good working order and condition, ordinary wear and tear and casualty excepted, except where the failure to do so could not reasonably be expected to result in a Material Adverse Effect and (b) maintain with reputable insurance compani... | Label: Insurances |
ec4c4d16-e40a-4010-aaa8-8ff107f2026c | Clause:
Notwithstanding any action the Company takes with respect to any or all income tax, social security, payroll tax, or other tax-related withholding (“ Tax-Related Items ”), the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and the Company (a) makes no representation... | Label: Withholdings |
e6503a0d-7cec-4d76-bdcf-4b76b482f602 | Clause:
Neither Seller nor any of its ERISA Affiliates sponsors, maintains, contributes to, or has within the immediately preceding five calendar years sponsored, maintained or contributed to, any Plans or Multiemployer Plans, the liability for which could reasonably be expected in the aggregate to result in a Material... | Label: Erisa |
0b8038d3-b625-4131-8e6d-0b2629487904 | Clause:
No Potential Default or Default shall exist.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books... | Label: No Defaults |
56273d9f-ad5c-48bd-9446-7208b1c79a14 | Clause:
The Committee shall have the authority, at or before the time of grant of any Award, to designate such Award as a Performance Compensation Award intended to qualify as “performance-based compensation” under Section 162(m) of the Code. Notwithstanding anything in the Plan to the contrary, if the Company determin... | Label: General |
9d89e93b-8390-492f-8ff7-50635e7373d4 | Clause:
Each Party shall bear its own expenses in connection with this Agreement and the transactions contemplated hereby, except as provided in Section 2.2(e) and Section 8.2 .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicab... | Label: Expenses |
d2e242db-9ee0-4e4c-9eab-3c1f8ac4295c | Clause:
Schedule III sets forth, as of the Effective Date, a listing of all insurance maintained by each of the Borrowers and its Subsidiaries, with the amounts insured set forth therein.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, ... | Label: Insurances |
8bd729e2-5ffd-4f1f-8a1f-9b96b2c230fe | Clause:
The Company shall indemnify and hold Executive harmless for all acts and omissions occurring during his employment with the Company or service as a member of the Board to the extent provided under the Company’s charter, by-laws and applicable law, and shall promptly advance to Executive or Executive’s heirs or ... | Label: Indemnifications |
f0487508-7bb4-4c9e-b071-9e2ae80ac22e | Clause:
In regards to the AIP, Seller agrees that, from and after the Closing, except as otherwise consented to in writing by Buyer or to comply with this Agreement or applicable Laws, Seller or any of its officers or co-owner investors will not directly or indirectly disclose or use in a manner adverse to Buyer, any c... | Label: Confidentiality |
ce5ee6db-9dda-4d3c-b692-cf36bce72881 | Clause:
The Award Holder may not purchase any shares by exercise of this Option or the SAR until the date on which they are exercisable (the “Vesting Date”). Subject to Section 5, the shares subject to this Option and SAR shall become exercisable on the [_________] anniversary of the Grant Date.
Task: Classify this cl... | Label: Vesting |
bf73dcac-848e-4081-8806-9f8f4948b657 | Clause:
Each Party shall, during the Term, provide the insurance coverages as set forth in Exhibit “B” .
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, Authoriza... | Label: Insurances |
2d6ff7c3-a999-4f90-82d2-2b0223cde17d | Clause:
Upon the Executive’s Involuntary Termination, at any time after the date hereof, the vesting and exercisability of all then outstanding stock options, all outstanding shares of restricted stock (or any other equity award, including, without limitation, stock appreciation rights and restricted stock units) grant... | Label: Terminations |
23321fbc-41a2-40b8-9a59-bcb0fa1e990d | Clause:
This Agreement, taken together with the Company Disclosure Schedule, (a) constitutes the entire agreement, and supersede all prior agreements and understandings, both written and oral, among the Parties with respect to the Transactions and (b) are not intended to confer upon any person other than the Parties an... | Label: Entire Agreements |
d9f4bf2d-2fe5-4391-8d0b-8033438ab9fe | Clause:
The Company may amend, modify or terminate any outstanding Option, provided that the Recipient’s consent to such action shall be required unless it occurs pursuant to a Sale of the Company or the Committee determines that the action would not materially and adversely affect the Recipient.
Task: Classify this c... | Label: Amendments |
48ac6210-72a3-4b58-b8e1-ad3ffdc337a3 | Clause:
Unless otherwise defined in this Amendment, any and all initially capitalized terms set forth in this Amendment shall have the meaning ascribed thereto in the Credit Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, App... | Label: Definitions |
8ca1e0c2-72d0-4acb-b65e-a0d7091f44b7 | Clause:
All of Borrower’s obligations under this Article III shall survive termination of the Aggregate Commitments, and repayment of all other Obligations hereunder and resignation of Administrative Agent.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Ant... | Label: Survival |
44db8a39-820e-4d05-a5ac-6ebfe09b9fd6 | Clause:
The operations of each of Seller and Guarantor are, and have been, conducted at all times in compliance with all applicable Anti-Money Laundering Laws. and Anti-Corruption Laws. No litigation, regulatory or administrative proceedings of or before any court, tribunal or agency with respect to any Anti-Money Laun... | Label: Anti-Corruption Laws |
134484c6-4b9d-4aff-9704-d54b0836763b | Clause:
This Agreement, together with any agreements, documents and instruments executed and delivered pursuant hereto or in connection herewith, or incorporated herein by reference, contain the entire agreement of the parties hereto and no party shall be bound by anything not expressed in writing.
Task: Classify this... | Label: Entire Agreements |
fa4a84e6-300d-412e-8b61-5514b63afa52 | Clause:
Employee will not make, orally or in writing, any disparaging comments or statements about the Company, its services, its products, its work, the members of its Board of Directors, its officers or its employees. The Company shall direct that the members of its Board of Directors and executive management team sh... | Label: Non-Disparagement |
08cbd4b1-28c3-4baa-ba25-a7ce6796d097 | Clause:
On each Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and each Purchaser, severally and not jointly, agrees to purchase, such Purchaser’s Closing Subscription Amount as set forth on the signature page hereto executed by such Purchaser. At the applicabl... | Label: Closings |
5987f809-d931-4b08-91bf-0bf5d808cd00 | Clause:
Except for the engagement of the Placement Agent and the fees payable to the Placement Agent and to Paulson Investment Company, LLC (“Paulson”), neither the Company nor any of the Company’s officers, directors, employees or stockholders has employed or engaged any broker or finder in connection with the transac... | Label: Brokers |
f9e30f3f-e631-4602-bf35-fa26ba2d9c19 | Clause:
The Company shall reimburse Buyer for any and all expenses incurred by them in connection with the negotiation, preparation, execution, delivery and performance of this Agreement and the other agreements to be executed in connection herewith (“Documents”), including, without limitation, reasonable attorneys’ an... | Label: Expenses |
2dca6ef5-bef7-4bbe-ba27-a81e6ef25918 | Clause:
The guarantee contained in this Article X by the Subsidiary Guarantor will be automatically released without any further action by the Administrative Agent, any Lender, any Loan Party or any other Person if the Subsidiary Guarantor is no longer a guarantor of the Existing Facility or any replacement of the Exis... | Label: Releases |
210a9172-5ea3-4dc0-91e4-58171006bc9f | Clause:
For Expenses of a Witness . Notwithstanding any other provision of this Agreement, to the fullest extent permitted by applicable law and to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, a witness or otherwise a participant, including by a request to respond to discovery requests, re... | Label: Indemnifications |
66321f85-c3be-4c7f-991e-a35678c48c86 | Clause:
The execution, delivery and performance of this Agreement and the Buyer Ancillary Agreements by Buyer have been duly authorized and approved by all necessary action of Buyer and do not require any further authorization or consent of Buyer. This Agreement is, and each Buyer Ancillary Agreement when made by Buyer... | Label: Authorizations |
87070094-ac33-4427-afb7-dbea6e487d18 | Clause:
The Issuer will, or will cause the Administrator to, indemnify the Asset Representations Reviewer and its officers, directors, employees and agents (each, an “Indemnified Person”), for all fees, expenses, losses, damages and liabilities resulting from the performance of its obligations under this Agreement (inc... | Label: Indemnifications |
db6a8a2b-32fa-4bcf-87e7-7b56ef96c45f | Clause:
The Employee shall have such duties and responsibilities of the Employee’s Position and such other duties and responsibilities reasonably consistent with the Employee’s Position as Advance may request from time to time and shall perform such duties and carry out such responsibilities to the best of the Employee... | Label: Duties |
34adb76e-60f4-42b9-9153-a1192fd21339 | Clause:
Notices and all other communications contemplated by this Agreement shall be in writing and shall be deemed to have been duly given when personally delivered or one day following mailing via Federal Express or similar overnight courier service. In the case of Executive, mailed notices shall be addressed to Exec... | Label: Notices |
fef6a3ae-063a-46ea-8c04-fd042bf44cae | Clause:
This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Agreement by facsimile transmission or via ... | Label: Counterparts |
4a3f6ad2-9a54-4cf2-8a70-9c60c0af731d | Clause:
The execution, interpretation and performance of this Agreement, and any disputes with respect to the transactions contemplated by this Agreement shall be governed by the internal laws and judicial decisions of the State of California, without regard to principles of conflicts of laws. Each party consents to su... | Label: Governing Laws |
adfe15dc-8103-4c9b-8e6a-93e03c4338c3 | Clause:
The assets, properties and business of the Consolidated Entities are insured against such hazards and liabilities, under such coverages and in such amounts, as are customarily maintained by prudent companies similarly situated and under policies issued by insurers of recognized responsibility.
Task: Classify t... | Label: Insurances |
534737e6-ecc9-428b-b6be-57e33b30a84e | Clause:
During the Employment Term, the Employee will devote substantially all of the Employee’s full working time to the business and affairs of the Company and Linn Energy, will use the Employee’s best efforts to promote the Company’s and Linn Energy’s interests and will perform the Employee’s duties and responsibili... | Label: Duties |
308369db-55eb-4617-9b60-cbb614be4c51 | Clause:
All notices required or permitted to be given hereunder shall be in writing and shall be sent by facsimile transmission, or by first class certified mail, postage prepaid, or by overnight courier service, charges prepaid, to the Party to be notified, addressed to such Party at the address set forth below, or se... | Label: Notices |
59f78250-3231-4fa3-a63c-3cd9237dd1a3 | Clause:
This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without reference to its conflict of law provisions, except that Section 16 and any arbitration proceeding pursuant to Section 16 shall be governed by the Federal Arbitration Act (“FAA”) to the extent it is... | Label: Governing Laws |
a4d7649c-1683-4f19-8387-7038ed860db5 | Clause:
No modification of this Agreement shall be effective unless in writing and signed by both Parties.
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, Authori... | Label: Modifications |
3f5ad428-485f-4d04-818b-c244c5dae187 | Clause:
All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by the internal laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware or any other jurisdictions) tha... | Label: Governing Laws |
86710cd7-e61c-444b-bd31-c42f0ea12446 | Clause:
No amendment or waiver of compliance with any provision hereof or consent pursuant to this Agreement shall be effective unless evidenced by an instrument in writing signed by the party against whom enforcement of such amendment, waiver, or consent is sought.
Task: Classify this clause into ONE of these types (... | Label: Amendments |
36003b4b-5a79-4c31-82fd-c445dc94b4be | Clause:
Each Credit Party has disclosed to the Administrative Agent and 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, would reasonably be expected to result in a Ma... | Label: Disclosures |
bb16bcc1-f70d-4ded-858e-3141a770e1f0 | Clause:
The Table of Contents, Cross-Reference Table, and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture, and shall in no way modify or restrict any of the terms or provisions of this Indenture.
Task: Class... | Label: Headings |
d0e2d65f-784b-4a4e-8be5-fa831afb630e | Clause:
The obligation of the Company to make the payments and provide the benefits to the Executive under Section 6.1, 6.2, or 6.5 is conditioned upon the Executive signing and delivering to the Company a severance and release of claims agreement in a form to be provided by the Company (which will include, at a minimu... | Label: Releases |
ae136b82-0e13-4512-8296-5f474c9e1959 | Clause:
The term of this Agreement shall commence on the thirtieth day of October, 1989, and shall continue until terminated as provided in Paragraph 9 hereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, ... | Label: Terms |
f8a3c4f5-148c-4dc9-8f1f-14d9a9895931 | Clause:
(a) Patents . Schedule 8(a) hereto sets forth all of each Company’s Patents issued from, and patent applications pending in, the United States Patent and Trademark Office (“ USPTO ”); all other Patents of each Company issued from, or patent applications pending in, all patent-granting governmental authorities (... | Label: Intellectual Property |
a36f9392-e3b7-4a1b-8019-4e354680076a | Clause:
No transfer or renewal, extension, assignment or termination of this Security Agreement or of any instrument or document executed and delivered by the Company to the Secured Parties, nor additional advances made by the Secured Parties to the Company, nor the taking of further security, nor the retaking or re-de... | Label: Releases |
1adc9356-de81-4619-ad74-de9450193899 | Clause:
Unless this Agreement has otherwise terminated pursuant to Section 8.4, this Article IV shall terminate on December 31, 2018.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, ... | Label: Terminations |
2c723b7c-d466-4d25-b88f-da984bf384c3 | Clause:
The parties agree that irreparable damage would occur in the event any of the provisions of this Agreement were not performed in accordance with the terms hereof and that such damage would not be adequately compensable in monetary damages. Accordingly, the parties hereto shall be entitled to an injunction or in... | Label: Specific Performance |
27007a9c-109e-4baf-aa67-3eea79205776 | Clause:
Evidence of the existence of insurance required to be maintained pursuant to Section 10.3(b) , together with evidence that Administrative Agent and, in the case of property and casualty, that the Collateral Agent has been named as a lender’s loss payee and an additional insured on all related insurance policies... | Label: Insurances |
449daa62-1b59-441d-b7d3-8a6c4cfd8782 | Clause:
For purposes of this Section 2.17, the term “ applicable law ” includes FATCA.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary... | Label: Defined Terms |
299e2145-1267-4f1b-9d5a-444bf09b222a | Clause:
Tenant acknowledges and agrees that: (a) upon receipt of written notice from Lender that the Loan is in default, Tenant will (and Borrower authorizes Tenant to) pay all rent and other amounts due to Borrower under the Lease directly to Lender; (b) Lender has no obligation to Tenant regarding Borrower’s applicat... | Label: Agreements |
51e4eda8-c3fa-41dd-a67e-2b7b12490a9f | Clause:
No failure or delay on the part of any Agent, any Issuing Bank or any Lender in the exercise of any power, right or privilege hereunder or under any other Credit Document shall impair such power, right or privilege or be construed to be a waiver of any default or acquiescence therein, nor shall any single or pa... | Label: No Waivers |
d67dc57c-7b1d-467b-a18f-965ea8c5f47c | Clause:
The Confidentiality Agreement shall continue in full force and effect until the Closing, at which time the Confidentiality Agreement shall be terminated and be of no further force and effect. From and after the Closing, the confidentiality obligations of the parties hereto shall be governed by the Principal Sha... | Label: Confidentiality |
f2646211-c2a6-44e5-8fdb-1b5f5b9750bd | Clause:
No representation or warranty by the Client contained in this Agreement, and no statement contained in any instrument, list, certificate, or writing furnished to the Consultant pursuant to the provisions hereof or in connection with the transaction contemplated hereby, contains any untrue statement of a materia... | Label: Disclosures |
6bb62dd6-ccd6-4162-ac3c-56b8f38f0513 | Clause:
The Executive shall be entitled to paid vacation each calendar year during the Term of Employment in accordance with and subject to the terms of the Company’s then effective vacation or paid time off policy.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendm... | Label: Vacations |
b46cd2a9-affe-4767-b33f-1055584d028e | 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 August 18, 2017; pr... | Label: Terminations |
dd20e77a-b6f9-4239-bdbf-1eb694614350 | Clause:
Schedule 3.1(l) contains a true and complete list of all insurance policies maintained by Seller or its Affiliates (including the Company) relating to the Company or the Project, and to Seller's Knowledge (i) such insurance is adequate and customary for the business being conducted, (ii) there are no circumstan... | Label: Insurances |
9838acb7-f727-451f-9f11-a1de7318bbbb | Clause:
The Parties shall cooperate fully in defense of any Invalidity/Unenforceability Action pursuant to this Section 9.2, including by making applicable records and documents (including laboratory notebooks) with respect to the relevant Invalidity/Unenforceability Action available to the Controlling Party on the Con... | Label: Cooperation |
639f8cfc-ed1e-4f73-865c-0a2054b452c2 | Clause:
SECTION 3.08 Survival . All of the Borrower’s obligations under this Article III shall survive termination of the Aggregate Commitments and repayment of all other Obligations hereunder.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption ... | Label: Survival |
0de8ab6c-c529-4635-ad89-d9de46fe1a68 | Clause:
The Plan will become effective on the date it is approved by the Board and will remain in effect until the tenth anniversary of such date, unless earlier terminated by the Board, but Awards previously granted may extend beyond that date in accordance with the Plan. No Awards may be granted under the Plan durin... | Label: Effective Dates |
c009839d-cf9d-4674-993b-828a0904601f | Clause:
This Agreement shall in no way be construed to preclude the Consenting Creditors from acquiring additional A.M. Castle Claims/Interests, and each Consenting Creditor agrees that if any Consenting Creditor acquires additional A.M. Castle Claims/Interests then such A.M. Castle Claims/Interests shall be subject to... | Label: Interests |
4764abd8-3fc9-48d3-8acf-f5bdbbd07391 | Clause:
The Company is a corporation duly organized, validly existing under, and by virtue of, the laws of the State of Delaware, and is in good standing under such laws. The Company has all requisite corporate power and authority to own and operate its properties and assets and to carry on its business as presently c... | Label: Organizations |
fe902683-22cd-482d-928f-f5f3369303e0 | Clause:
You represent, warrant and covenant to the Company that you are free to execute this letter and provide the services contemplated hereunder and the engagement hereunder does not conflict with or violate, and will not be restricted by any pre-existing business relationship or agreement to which you are a party o... | Label: Representations |
0105290e-0c8e-4a0c-af82-b97233942863 | Clause:
The Purchaser represents and warrants that this Agreement has been duly authorized by the Purchaser and duly executed and delivered by or on behalf of the Purchaser, and constitutes a legal, valid and binding agreement of the Purchaser, enforceable against the Purchaser in accordance with its terms except as ma... | Label: Representations |
3d757993-2d12-432a-b1a1-c9de83eb7006 | Clause:
This Agreement contains the entire understanding of the parties with respect to the subject matter hereto and supersedes any and all prior agreements, arrangements and understandings, whether written or oral, between the parties with respect thereto, including the TPA. There are no restrictions, agreements, pro... | Label: Entire Agreements |
51c49fd1-a2e3-4516-baac-5f2141924b7c | Clause:
All taxable compensation payable to Executive pursuant to this Agreement shall be subject to any applicable withholding taxes and such other taxes as are required under federal law or the law of any state or governmental body to be collected with respect to compensation paid by the Company to Executive.
Task: ... | Label: Withholdings |
c6fe1d77-0258-4758-8c15-9e61b9cc3892 | Clause:
In addition to any other amounts due hereunder, Haemonetics shall pay all foreign, federal, state, municipal and other governmental excise, sales, use, property, customs, import, value added, gross receipts and other taxes, fees, levies and duties of any nature now in force or enacted in the future that are ass... | Label: Taxes |
33bda435-5e08-4864-b8cf-3f92642c7644 | Clause:
Each Credit Party and each of its Subsidiaries has obtained or has the right to use all patents, trademarks, service marks, trade names, copyrights, licenses and other rights with respect to the foregoing necessary for and material to the present and planned future conduct of its business, without any known con... | Label: Intellectual Property |
13699743-f674-430a-b2e2-47b787119c09 | Clause:
Capitalized terms used herein and not otherwise defined herein have the meanings assigned to such terms in the Credit Agreement or, if not defined therein, the Credit Agreement as amended hereby. The rules of construction specified in Section 1.2 of the Credit Agreement shall apply to this Second Amendment, inc... | Label: Defined Terms |
aeca54f5-3feb-440a-8e27-270d57e22693 | Clause:
On May 12, 2017 or, if such day is not a Clearance System Business Day, on the next Clearance System Business Day immediately following such day (the “ Payment Date ”), Dealer shall pay to Company, to the account specified in Section 7 hereof, in immediately available funds cash in an amount to be agreed separa... | Label: Payments |
af83d2d3-6b0b-4864-b9d3-15c69ff42d13 | Clause:
This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and the holders of Series S Warrants representing at least two-thirds of the shares of Common Stock issuable upon exercise of such Series S Warrants.
Task: Classify this clause into ONE of these type... | Label: Amendments |
44353f00-057a-4393-a608-2317ccb404e7 | Clause:
The RSUs shall vest in full on April 28, 2018; provided that the Grantee continues to serve as a Non-Employee Director with the Company through such date. In the event the Grantee ceases to be a Non-Employee Director for any reason before April 28, 2018 other than as described in Sections 4 and 7, a number of t... | Label: Vesting |
39aa0e18-2cd9-4bc4-8c21-98acc3952790 | Clause:
Unless otherwise expressly provided herein, terms defined in the Plan shall have the same meanings when used in this Agreement. The Committee (or its delegate) shall have the right at any time in its sole discretion to amend, alter, suspend, discontinue or terminate any Restricted Units without my consent. Also... | Label: Miscellaneous |
dbed3333-cc45-4630-913d-3536b6902f36 | Clause:
There is no pending Action against the ONEM Shareholders that involves the ONEM Shares or that challenges, or may have the effect of preventing, delaying or making illegal, or otherwise interfering with, any of the transactions contemplated by this Agreement or the business of ONEM and, to the knowledge of the ... | Label: Litigations |
6550ea8a-2a82-428f-89b4-ed13a82e7047 | Clause:
Each Party shall promptly notify the other Party when such Party becomes aware of any actual, potential or suspected infringement or misappropriation of the Albireo Technology, Ajinomoto Technology, or the Joint Technology by any Third Party in the Territory (an “ Infringement ”), including, without limitation,... | Label: Notices |
96b900e1-00d5-4129-b2f8-dbfb246317f2 | Clause:
The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $4,500, and the assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.
Task: Classify this cl... | Label: Assignments |
94ce466e-9ca3-4f12-a5a0-b27270da31a5 | Clause:
This Agreement is intended by the Parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the Parties in respect of the subject matter contained herein. This Agreement supersedes all prior agreements and understandings among th... | Label: Entire Agreements |
109af936-3be1-4eb6-a3dc-0fc977b781c0 | Clause:
This Third Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable ... | Label: Counterparts |
3b47cac0-8ca7-4954-a47f-fee21bb86bc0 | Clause:
The Debtors and the 1974 Plan each represent that the person executing this Settlement Agreement on their behalf has the full authority and power to execute for and bind such Party to the terms hereof. PAH represents that the person executing this Settlement Agreement has the full authority and power to execute... | Label: Authority |
a80350e1-a734-432d-bcf8-618502189f6d | Clause:
The representations and warranties of the Parties contained in this Agreement shall survive in full force and effect until the date that is fifteen (15) months after the Closing Date (or until final resolution of any claim or action arising from the breach of any such representation and warranty, if notice of s... | Label: Survival |
bfc2df8d-aee7-45b1-b01b-59b950e76003 | Clause:
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements between the parties concerning such subject matter, including without limitation, the Prior Agreement; provided that the Restrictive Covenant Agreement, the Acknowled... | Label: Integration |
8040b151-d510-41d4-b1d9-1a9df5bea0f8 | Clause:
Each Subscriber acknowledges that the Company may not have an adequate remedy at law in the event of any breach of this Agreement by the Subscribers and, therefore, the Company will be entitled, in addition to any other available remedies, to injunctive and/or other equitable relief to prevent or remedy a breac... | Label: Remedies |
46a0ae4c-811a-4e4d-b8d9-50c3c03f92a2 | Clause:
Restricted Shares or Restricted Stock Units may be issued either alone or in addition to other Awards granted under the Plan. The Administrator shall determine the Eligible Recipients to whom, and the time or times at which, Restricted Shares or Restricted Stock Units shall be made. Each Participant who is gra... | Label: General |
b7658730-7e92-480f-bcd3-a0828f402e5b | Clause:
Executive acknowledges that the restrictions contained in Sections 6 and 7 of this Agreement are reasonable and necessary to protect the business and interests of the Company and that any violation of these restrictions would cause the Company substantial irreparable injury. Accordingly, the Executive agrees th... | Label: Remedies |
f4b29e39-cd16-46f3-ada2-7aee65e7cff0 | Clause:
At the request of the Company and without further consideration, the Note Holders will execute and deliver such other instruments of conversion, transfer, conveyance, assignment and confirmation as may be reasonably requested in order to effectively convert, transfer, convey and assign to the Company for conver... | Label: Further Assurances |
f9d85c3b-0500-4466-ab1c-013b88f27505 | Clause:
The sole and exclusive method for resolving all disputes under, arising out of, related to, or in connection with this Agreement shall be binding arbitration in Atlanta, Georgia, in a proceeding administered by the Atlanta Office of the American Arbitration Association (“ AAA ”) in accordance with the Commercia... | Label: Arbitration |
abe6bd68-54f6-4af5-81be-6172288ab30a | Clause:
Executive shall receive an annual base salary of One Hundred Fifty Thousand US Dollars (US$150,000.00), payable in accordance with the Company’s then-existing payroll policies (the “Base Salary”) and subject to all applicable withholding requirements. The Base Salary shall be reviewed by the Board and its Compe... | Label: Base Salary |
Subsets and Splits
No community queries yet
The top public SQL queries from the community will appear here once available.