id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
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|---|---|---|
209f7c47-1994-4295-82f4-b77d0a65576d | Clause:
If any of the restrictions or obligations contained in Section 8 shall be determined by any court of competent jurisdiction to be unenforceable by reason of their extending for too great a period of time or over too great a geographical area or by reason of their being too extensive in any other respect, such p... | Label: Severability |
39049936-b594-4229-b6c2-3f6f31743642 | Clause:
This instrument shall be deemed to be an agreement made under the laws of the state where the Real Property is located and for all purposes shall be governed by and construed in accordance with such laws.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendment... | Label: Governing Laws |
bd918ac7-150f-4a32-98e4-82d175322deb | Clause:
This Repurchase Agreement and the other Repurchase Documents embody the entire agreement and understanding of the parties hereto and thereto and supersede any and all prior agreements, arrangements and understandings relating to the matters provided for herein and therein. No alteration, waiver, amendments, or... | Label: Entire Agreements |
92f3bf05-3534-4d79-ae38-2e062613c9b6 | Clause:
Upon the expiration or earlier termination of this Agreement, Tenant shall reasonably cooperate with Landlord or its designee, in connection with Landlord’s efforts to transfer and assign to Landlord or its designee all Leased Intangible Property, including, without limitation, any contracts, agreements, leases... | Label: Agreements |
f4eb0f05-c61c-45f9-a862-1e29826f7553 | Clause:
During the Term, Executive shall be entitled to paid vacation each year, in accordance with the plans, policies, programs and practices of the Company applicable to similarly situated employees of the Company generally.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreem... | Label: Vacations |
4ac3e52d-7ec7-4459-8033-03c01f7aa3ff | Clause:
Except as described in the SEC Reports, the Company has good and marketable title to its properties and assets, including the properties and assets reflected in the most recent balance sheet included in the Company’s financial statements, and good title to its leasehold estates, in each case subject to no Encum... | Label: Liens |
4cd921f6-cd77-481f-bc15-37abc0bb8e51 | Clause:
At all times prior to the Closing Date or the earlier termination of this Agreement in accordance with its terms, the Company and the Investors shall consult with each other prior to issuing any press releases, public documents and public filings (and provide each other a reasonable opportunity to review and co... | Label: Publicity |
276644f3-bb87-4bd3-9534-9f99ee2b804b | Clause:
This Assignment may be signed in any number of counterparts, each of which will be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruptio... | Label: Counterparts |
ff2fbae2-5164-4c0d-8430-4194c05e95e1 | Clause:
Any controversy, claim or dispute between the parties relating to Executive’s employment or termination of employment, whether or not the controversy, claim or dispute arises under this Agreement, shall be resolved by arbitration in New York County, New York, in accordance with the Employment Arbitration Rules ... | Label: Arbitration |
59f6285b-6023-4775-a00b-1362f5d7bd73 | Clause:
Each capitalized term that is defined in the Credit Agreement, but that is not defined in this Ninth Amendment, shall have the meaning ascribed to such term in the Credit Agreement. Unless otherwise indicated, all section references in this Ninth Amendment refer to the Credit Agreement.
Task: Classify this cla... | Label: Defined Terms |
f53a11f8-6893-4cf4-8ada-77e7b68ae0f2 | Clause:
Lessee shall, at its sole cost and expense, protect, defend, indemnify, release and hold harmless each of the Indemnified Parties from and against any and all Losses, including, but not limited to, all Costs of Remediation (whether or not performed voluntarily), arising out of or in any way relating to any Envi... | Label: Indemnifications |
0fddac0e-adb0-4903-afc9-7f57c5aaf46b | Clause:
The Company confirms that neither it nor any person acting on its behalf has provided the Shareholders or their respective agents or counsel with any information that the Company believes constitutes material, non-public information, except insofar as the existence and terms of the proposed transactions hereund... | Label: Disclosures |
0a1a4ec3-d4c8-4375-b63d-c8e297919e39 | Clause:
The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby does not and will not (upon the giving of notice or the passage of time or both): (i) result in a violation of the Company’s Organizational ... | Label: No Conflicts |
917a82d4-673c-4c7a-928c-fb5c5104d438 | Clause:
The Company shall (i) indemnify the Advisor and its respective Affiliates, directors, officers, employees and agents (collectively, the “ Indemnified Party ”), to the fullest extent permitted by law, from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages and costs an... | Label: Indemnifications |
37101099-2f94-4a85-b68b-10a441e43651 | Clause:
If any provision of this Agreement is determined to be invalid, illegal or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect, provided that the economic and legal substance of, any of the Transactions is not affected in any manner materially adverse to any party. In... | Label: Severability |
87b82517-406e-42a0-813a-c6b9cfd80d75 | Clause:
This Agreement and the Credit Documents collectively state the entire agreement of, and supersede all prior agreements, written or verbal, between the parties hereto with respect to the subject matter hereof and thereof, and this Agreement may not be amended except in writing signed by such parties as are requi... | Label: Entire Agreements |
e67979c8-c61e-4785-ae45-949085cbb043 | Clause:
You shall continue in your role as President, Americas, and shall continue to be responsible for overseeing the Company’s operations in the United States, Canada, Mexico and Brazil. You shall continue to report to the Company’s Chief Executive Officer. It is understood and agreed, however, that since the Compan... | Label: Titles |
0ef1db20-932c-41ad-9aa4-557d37ce85eb | Clause:
This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective agents, executors, present and future parents, subsidiaries, affiliates, heirs, successors, and assigns. Nothing in this Agreement, expressed or implied, is intended to confer upon any person or entity other... | Label: Binding Effects |
0a7b9fae-69a3-44ef-9692-fde965fd312d | Clause:
Consultant will take all reasonable and appropriate steps and measures to ensure the safety of individuals and property in the vicinity of where the Services are being performed. Consultant will indemnify, defend and save and hold harmless Intrepid, its subsidiaries and affiliates, and their respective members,... | Label: Indemnifications |
be7afa9e-c76d-444b-97b0-8a3722e2e4b7 | Clause:
This Amendment may be executed by one or more of the parties hereto on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. This Amendment may be delivered by facsimile transmission of the relevant signature pages hereof.
Ta... | Label: Counterparts |
1bf0b6c1-2390-46ff-a873-c6c8b26f5457 | Clause:
The Borrower shall use the proceeds of the Loans and the Letters of Credit solely as set forth in Section 5.16 .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Aut... | Label: Use Of Proceeds |
ae142d28-a34f-46f7-ab84-8d493d0dc95a | Clause:
Capitalized terms used in this Agreement and not otherwise defined in this Agreement shall have the meanings given to such terms in the Note. Unless otherwise defined herein, all terms used herein and defined in the UCC shall have the same definitions herein as specified therein; provided , however , that if a ... | Label: Defined Terms |
b337b4d9-08e9-4f05-8ec5-17b4e277a79f | Clause:
Debtor does not intend to maintain any insurance coverage for the Collateral, but shall cooperate with Secured Party to obtain coverage at Secured Party’s sole discretion.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicab... | Label: Insurances |
32481ac3-e243-4765-96ff-90aa1cf92d0e | Clause:
Subject to, and in accordance with the provisions of Article 3 of the Plan, any dispute or claim arising out of or relating to the Plan, this Agreement or the Notice shall be settled by binding arbitration before a single arbitrator in Jacksonville, Florida and in accordance with the Commercial Arbitration Rule... | Label: Arbitration |
bb21430f-c47b-455f-916c-c3f2a0b849e3 | Clause:
The invalidity or unenforceability of any provision of this Agreement shall not affect or impair the validity or enforceability of any other provision of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable... | Label: Severability |
cc41a89e-1029-4f31-adc8-0cab2497e022 | Clause:
Upon the terms and subject to the conditions of this Agreement, Seller agrees to sell, convey, assign, transfer and deliver to the Company, and the Company agrees to purchase from Seller, all of the Purchased Shares, free and clear of any and all mortgages, pledges, encumbrances, liens, security interests, opti... | Label: Liens |
50ce24db-8a8c-4864-b1cd-3ca73809dfc2 | Clause:
All amounts withheld pursuant to the Code or any federal, state, local or foreign tax law with respect to any payment, distribution or allocation to the Company in respect of a Member shall be treated for all other purposes of this Agreement as amounts distributed to such Member. In addition, the Managing Membe... | Label: Withholdings |
e94aaa99-f1a2-4f58-b25d-dcc2ab34fc7b | Clause:
The Company or the Committee shall have the right to require any person entitled to receive Shares pursuant to a Restricted Stock Award to pay the amount of any tax which is required to be withheld with respect to such Shares, or, in lieu thereof, to retain, or to sell without notice, or the person receiving th... | Label: Taxes |
5d4169f3-dc88-4b0d-b05c-9758f1240154 | Clause:
Borrower will give notice to Agent within five (5) Business Days after Borrower or any ERISA Affiliate (i) gives or is required to give notice to the PBGC of any ERISA Reportable Event with respect to any Guaranteed Pension Plan, or knows that the plan administrator of any such plan has given or is required to ... | Label: Erisa |
2169d4be-f327-466d-92d2-81dee3d2b219 | Clause:
Obligors have developed and implemented and maintain in effect internal controls, policies and procedures, management oversight, monitoring, audit and training designed to ensure compliance by Obligors, their Subsidiaries and their respective directors, officers, employees and agents with applicable Anti-Corrup... | Label: Anti-Corruption Laws |
fa2f10d2-d383-4564-8f32-8b863345d46e | Clause:
There are no actions, suits or proceedings pending or, to such Company’s knowledge, threatened against or affecting such Company or any of its Subsidiaries or the properties of such Company or any of its Subsidiaries before any court or governmental department, commission, board, bureau, agency or instrumentali... | Label: Litigations |
8f8dcf8d-35f0-46f2-8acf-c31750b8254d | Clause:
On the Closing Date, 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 up to $10,000,... | Label: Closings |
78177dae-6f65-4618-ae3b-d1ff7d074551 | Clause:
This Third Amendment shall be a contract made under and governed by the internal laws of the State of Illinois applicable to contracts made and to be performed entirely within such state, without regard to conflict of laws principles.
Task: Classify this clause into ONE of these types (exactly one label):
Adju... | Label: Governing Laws |
9931c0fc-b493-4deb-af7d-a6c719234478 | Clause:
Each of the parties (a) will make, or cause to be made, all filings and submissions under laws, rules and regulations applicable to it, or to its subsidiaries and Affiliates, as may be required for such party to consummate the transactions contemplated by this Agreement, (b) will use its respective commercially... | Label: Waivers |
16bd7fba-ce95-43f9-bea3-c29d694b1117 | Clause:
This Agreement and the exhibits and schedules attached hereto constitute the entire agreement and understanding between the parties hereto in respect of the subject matter hereof and supersede any prior or contemporaneous agreements or understandings between the parties, written or oral, which relate to the sub... | Label: Entire Agreements |
5ee46a9d-b17f-48e1-aa06-cc7175c3c32f | Clause:
The Company may withhold from any payments made under this Agreement all applicable taxes, including, but not limited to, income, employment, and social insurance taxes, as shall be required by law.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Ant... | Label: Taxes |
aa73271a-cd9f-40f5-b01d-7f1d08dbfa64 | Clause:
If the Term A Loans are increased in accordance with this Section, the Administrative Agent shall promptly notify the Borrower and the Lenders of the amount and effective date (the “ Term Increase Effective Date ”) of such increase. As of the Term Increase Effective Date, this Agreement shall be amended to (i)... | Label: Effective Dates |
14412c92-600b-43e9-a06c-76b12015035c | Clause:
The term of this Agreement begins on September 1, 2017 and ends on December 31, 2019 (the “ Term ”). The Term will be automatically extended for successive one year periods unless either party provides written notice of non-renewal to the other party at least 90 days prior to the applicable renewal date.
Task:... | Label: Terms |
507f5c29-475b-4707-83b9-0379f9629474 | Clause:
This Note has been, or will be, duly executed and delivered by the Company and constitutes, or will constitute, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by bankruptcy, insolvency or other laws of general application rel... | Label: Enforceability |
827ea17d-72c6-4797-8ed6-5c965095235f | Clause:
Neither Party will disparage the other Party or the Product or Services. Notwithstanding the foregoing, the following actions shall not be considered disparaging: (i) the action taken is related to drug interactions with other prescription or over-the-counter drug products, (ii) the action taken is related to c... | Label: Non-Disparagement |
a6afc254-f4a6-4685-9931-419fef55f560 | Clause:
Notwithstanding any other provision of this Stock Agreement, Participant hereby agrees that if his or her employment with First Financial or a Subsidiary is terminated for any reason, voluntarily or involuntarily (other than due to retirement, death, or disability), whether by resignation or dismissal for Cause... | Label: Forfeitures |
bf15588f-cb7f-48c4-95ad-984e0feb472a | Clause:
This Guaranty Agreement is for the benefit of Lender, and its successors and assigns, and in the event of an assignment by Lender (in accordance with the terms of the Loan Agreement) of the Guaranteed Obligations, or any part thereof, the rights and benefits hereunder, to the extent applicable to the indebtedne... | Label: Binding Effects |
5f64340e-a536-463e-be3b-8b63f5297a32 | Clause:
In addition to any rights and remedies available to the parties hereunder or at law, each party shall be entitled to bring an action for specific performance and to seek other equitable relief in connection with any breach or violation, or any attempted breach or violation, of the provisions of this Agreement, ... | Label: Specific Performance |
b1dc8dd3-d025-4530-909d-64ebf8100f40 | Clause:
This Waiver shall be governed by, and construed in accordance with, the laws of the State of New York. The parties agree that the state and federal courts located in New York County, New York shall have exclusive jurisdiction over any action, proceeding or dispute arising out of this Waiver and the parties subm... | Label: Governing Laws |
1daf9e29-c483-497e-8fec-532db9999f12 | Clause:
From and after the Closing, each of Daily Engage and the Members shall, and shall cause its or their Affiliates to, hold, and shall use its or their reasonable best efforts to cause its or their respective Representatives to hold, in confidence any and all information, whether written or oral, concerning the Bu... | Label: Confidentiality |
14663e08-9242-40e6-aafa-99a777eb2bc2 | Clause:
Any notice required or permitted to be given hereunder shall be in writing and shall be given by hand delivery, by e-mail, by facsimile, or by first class registered or certified mail, postage prepaid, addressed, if to the Company, to its Corporate Secretary, and if to Executive, to Executive’s address now on f... | Label: Notices |
f1f2648c-50c9-49c3-92fd-9e7da5381cda | 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 contex... | Label: Interpretations |
f029226a-cd5a-480b-a2b1-f828cd8aab87 | Clause:
In connection with the provision and receipt, as applicable, of Services, the parties shall cooperate with each other with regard to the exchange of information and the conduct of the Business.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Cor... | Label: Cooperation |
38494361-7874-4e57-b940-3023d554268f | Clause:
(a) The Borrowers jointly and severally agree to pay to the Administrative Agent for the account of the Revolving Banks a commitment fee, which shall accrue at the Applicable Margin on the daily unused amount of the Revolving Commitments of each Revolving Bank during the period from and including the date hereo... | Label: Fees |
9f1c2d86-8828-4d37-b375-7f8f46a6cc79 | Clause:
The Company will employ Executive as the sole President of the Company. Other than Robert Ellin (“ Ellin ”) serving in his capacity as the Chief Executive Officer of the Company (the “ CEO ”), Executive will be the most senior executive officer of the Company and of each and all of its Affiliates (as defined in... | Label: Titles |
f7c8a3bf-a784-40b6-93fa-97590a57d36b | Clause:
LMI will, and will cause each of its Subsidiaries to, comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. ... | Label: Compliance With Laws |
61af7970-d11f-4389-8393-5a7aec1ebc38 | Clause:
From time to time and without additional consideration, each party hereto shall take such further actions, as another party hereto may reasonably request as necessary for the purpose of carrying out and furthering the intent of this Agreement.
Task: Classify this clause into ONE of these types (exactly one lab... | Label: Further Assurances |
d1ede918-074c-44cc-8e52-4cbb01f90325 | Clause:
If any provision of this Agreement or any other document delivered under this Agreement is prohibited or unenforceable in any jurisdiction, it shall be ineffective in such jurisdiction only to the extent of such prohibition or unenforceability, and such prohibition or unenforceability shall not invalidate the b... | Label: Severability |
97019054-92c2-4f9b-adb9-7b46b844b31d | Clause:
The Purchaser has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement constitutes the valid and legally binding obligation of the Purchaser, enforceable in accordance with its terms. The execution, delivery, and performance of this Agreement an... | Label: Authority |
1e7092be-38fd-461b-9b9b-968c2eb3e322 | Clause:
During the period that Executive is employed with the Company hereunder, the Company shall pay Executive an annual base salary of not less than $600,000 (the “Base Salary”), payable in equal biweekly installments (or, if different, in accordance with the Company’s payroll practice as in effect from time to time... | Label: Base Salary |
67348051-c0b6-4796-8ab7-2a41070045f4 | Clause:
Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other j... | Label: Severability |
d7a37b7f-bf6c-4886-843d-451e73006f9d | Clause:
This Agreement supersedes any and all agreements, either oral or in writing, between the parties with respect to the employment of the Executive by the Bank and contains all of the covenants and agreements between the parties with respect to the employment of the Executive by the Bank. Each party to this Agree... | Label: Entire Agreements |
157e569e-358c-449d-9a05-f97ac82aa14a | Clause:
The Company shall commence on the effective date of the Certificate and shall have perpetual existence, unless sooner dissolved as herein provided.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbi... | Label: Terms |
35f17eec-3de9-4838-8a5b-4bd7d5328275 | Clause:
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall be considered one and the same Agreement. Counterpart signature pages to this Agreement transmitted by facsimile transmission, by electronic mail in “portable document format” (“... | Label: Counterparts |
209bc42e-b440-4751-be03-8859eb596414 | Clause:
Notices by Agent to Pledgor or GA Tech Lessee to be effective shall be in writing (including by facsimile or electronic mail transmission), addressed or transmitted to Pledgor or GA Tech Lessee at the address, facsimile number or electronic mail address of Borrower set forth in the Loan Agreement, and shall be ... | Label: Notices |
1653c19c-8151-4976-a8cf-00a53fe7a60e | Clause:
You agree that the Phantom Shares are granted under and governed by the terms and conditions of the Plan and this Agreement. In the event of any conflict, the terms of the Plan shall control. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Agreement.... | Label: General |
a4e16fdf-3dbe-4abc-852e-b146ac5d1038 | Clause:
This Agreement may be executed in one or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. All signatures to this Agreement may be transmitted by email or facsimile, and such email or facsimile will, for all purposes, be deemed to... | Label: Counterparts |
b65a0b72-ecc7-444d-bb06-c06ab3f9dbdb | Clause:
The Section headings included throughout this Agreement are for convenience only and are not intended to affect the meaning or interpretation of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Ap... | Label: Headings |
d89c8e24-29a9-439f-abc8-26e148f3a21e | Clause:
(a) In the event any Collateral is located in any area that has been designated by the Federal Emergency Management Agency as a "Special Flood Hazard Area", such Grantor shall purchase and maintain flood insurance on such Collateral (including any personal property which is located on any real property leased b... | Label: Insurances |
cd6ea361-8635-41a5-8cd1-531d000aa0ae | Clause:
Acceleration . If amounts deferred under the Plan must be included in a Participant’s income under Code section 409A prior to the scheduled distribution of such amounts, distribution of such amount shall be made immediately to the Participant.
Task: Classify this clause into ONE of these types (exactly one lab... | Label: Payments |
ac6ef673-62a0-4434-b948-f7bd0faefc39 | Clause:
During any period that the Executive fails to perform his duties hereunder as a result of incapacity due to physical or mental illness (“ Disability Period ”), the Executive shall continue to receive his full Base Salary set forth in Section 5(a) until his employment is terminated pursuant to Section 6(b) , and... | Label: Disability |
1f753e19-5122-4274-a00a-9056ef9849b2 | Clause:
This Agreement (including Schedule 1 hereto) constitutes the entire agreement of the parties with respect to the subject matter hereof, and supersedes and replaces in its entirety the Employment Agreement dated as of December 22, 2014 between the parties (the “Prior Agreement”), provided that any accrued rights... | Label: Entire Agreements |
d9d35338-69a9-45cd-ba0f-eece9e554d99 | Clause:
At the Closing, the Company shall reimburse Buyer for 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... | Label: Expenses |
497997e2-763a-414f-bae0-81c23355c764 | Clause:
Headings as used in this Agreement are for convenience only and are not to be construed as having any substantive effect by way of limitation or otherwise. References to Sections herein are, unless otherwise indicated, references to the designated Sections of this Agreement, unless the content requires otherwis... | Label: Headings |
167ef3e5-f714-4ea8-ad6f-ebc7ac24cd03 | Clause:
Any dispute arising out of or relating to this Agreement or the alleged breach of it, or the making of this Agreement, including claims of fraud in the inducement, shall be discussed between the disputing parties in a good faith effort to arrive at a mutual settlement of any such controversy. If, notwithstandin... | Label: Arbitration |
0471b600-5cd3-4a4d-8e87-3c5c4c48f6f0 | Clause:
EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION, PROCEEDINGS OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HE... | Label: Waiver Of Jury Trials |
db58238c-213b-4ff0-8bbe-ef21967183ac | Clause:
Each representation and warranty set forth in Article IV (excluding, for any Loan made or any Letter of Credit issued, extended or increased after the Closing Date, Section 4.4 and the last sentence of Section 4.6) shall be true and correct as if made on and as of the date of such Borrowing or issuance, extensi... | Label: Warranties |
cba39758-6b28-4465-adde-a6a1570b49be | Clause:
Except with respect to a Registration Default, the parties hereto acknowledge that there would be no adequate remedy at law if the Issuers fail to perform any of their obligations hereunder and that the Purchasers and the holders from time to time of the Registrable Securities may be irreparably harmed by any s... | Label: Specific Performance |
a46b7129-89ce-49b0-93f2-d73d92a69a59 | Clause:
The proceeds of the Notes shall be used (a) to repay certain outstanding First Lien Secured Obligations and (b) to fund capital expenditures, pay fees and expenses incurred in connection with the Transactions and provide for other general corporate purposes of the Issuer and its Subsidiaries. No Group Member is... | Label: Use Of Proceeds |
914d5265-e23b-4c7f-9a63-40f896531ee8 | Clause:
The Plan shall be governed by the laws of New York without regard to its conflicts of law provisions.
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, Auth... | Label: Governing Laws |
12b74ea7-970d-4e45-b253-198237cc9033 | Clause:
Employer agrees to pay Executive during the Term of Employment an annual base salary of $350,000 (“Base Salary”), which amount may be increased but may not be decreased, without the consent of Executive, during the Term of Employment. Executive’s base salary shall be paid in installments in accordance with Empl... | Label: Base Salary |
8847e1f4-824f-4f44-b301-af35d7754ef4 | Clause:
No Member, in its capacity as a Member, shall have the power to act for or on behalf of, or to bind the Company.
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: Authority |
7bd07eae-6c54-4fad-b36c-c64fde5677ea | Clause:
Each Grantor will pay when due all taxes, assessments and governmental charges and levies upon the Collateral owned by such Grantor, as applicable, except (i) those which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves have been set aside in accordance wi... | Label: Taxes |
25b58b8d-101f-455d-a3e1-5ace6aa4a8f9 | Clause:
The Digirad Nominees agree to provide a signed agreement pursuant to which he (i) provides information required for the Company to comply with its disclosure requirements for nominating the Digirad Nominees in the Company’s proxy statement for the 2017 Meeting, (ii) consents to serve as a director of the Compan... | Label: Confidentiality |
2fd48711-a5d7-4a3d-86d5-ac37d86dba30 | Clause:
The following provisions shall survive termination or expiration of this Agreement: Sections 4.1 , 7.2 and 7.3 , Articles I , V , VI , and IX , any payment of obligations accruing hereunder prior to the expiration or termination of this Agreement, any other provision which is expressly or by implication intende... | Label: Survival |
153eba55-90fe-440b-8ee6-531a724f5835 | Clause:
This Third Amendment may be executed by the parties hereto on any number of separate counterparts and all of said counterparts taken together shall be deemed to constitute one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, A... | Label: Counterparts |
f041cdfa-289b-465c-baae-94ebc496fe77 | Clause:
EACH PARTY HERETO HEREBY IRREVOCABLY 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 ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHET... | Label: Waiver Of Jury Trials |
089f4bff-6ac5-4248-b224-92809426680a | Clause:
Each member of the board of directors (the “ Board ”) of Iridium Communications Inc. (the “ Company ”) who is not an Employee (as defined in the Iridium Communications Inc. 2015 Equity Incentive Plan (the “ Equity Incentive Plan ”)) (each, a “ Non-Employee Director ”) will be eligible to receive cash and equity... | Label: General |
0c7387c2-04b9-4d8e-badf-810eedd74711 | Clause:
Except as provided in Sections 6(b) or 9 below, the Grantee will vest with respect to 50% of the Earned Options on February 15, 2019 (or if later, the date of the Compensation Committee Certification) and 50% of the Earned Options on February 15, 2020, provided (i) the Grantee remains employed by the Company on... | Label: Vesting |
b6eed8f4-a207-4cca-a9d8-db785168aaaa | Clause:
Except to the extent preempted by federal law, the provisions of the Plan shall be construed and interpreted according to the laws of the State of Connecticut (other than those conflict of law rules that could lead to the application of another state’s laws).
Task: Classify this clause into ONE of these types ... | Label: Governing Laws |
7574c05f-ebc3-40d4-b3b0-1715e6800b8c | Clause:
All Eligible Employees are eligible to defer Bonuses under the Plan. Eligible Employees are eligible to defer Base Pay under the Plan so long as their Base Pay, as of the first day of October preceding the calendar year within which the deferral is to be made, is equal to or in excess of the sum of (1) the amou... | Label: General |
b3ea954e-0740-4fdb-b83e-e93b0f9c5958 | Clause:
During the Employment Period, the Executive will be entitled to receive reimbursement for all reasonable expenses incurred by the Executive in accordance with the policies, practices and procedures of the Company and such reimbursements will be made no later than the last day of the year immediately following t... | Label: Expenses |
629e5452-ede6-4ef9-a067-1319159b06b7 | Clause:
From time to time, Lender may sell to one or more banks, financial institutions, or other lenders a participation in one or more of the loans or other extensions of credit made pursuant to this Agreement. However, no such participation will relieve Lender of any commitment made to the Borrower hereunder. In con... | Label: Participations |
0ced45b3-802c-4464-a350-ca4d3ba7f221 | Clause:
The Participant recognizes and agrees that a violation by him or her of his or her obligations under this Section 23 may cause irreparable harm to the Company that would be difficult to quantify and that money damages may be inadequate. As such, the Participant agrees that the Company shall have the right to se... | Label: Specific Performance |
cbd604c5-c68c-4dd7-845a-c27af2994a37 | Clause:
The description of Buyer’s securities and capitalization set forth under the heading “Description of Securities” in Buyer’s prospectus dated February 13, 2017 and filed with the SEC on February 14, 2017 is accurate.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements... | Label: Capitalization |
2ede74fc-33d7-467d-b9a4-e2cda9d63b1f | Clause:
Target Company owns or possesses in the operation of its business all material authorizations which are necessary for it to conduct its business as now conducted. Neither the execution nor delivery of this Agreement nor the consummation of the transactions contemplated hereby will require any notice or consent ... | Label: Intellectual Property |
23afa31c-1bdd-4d37-9228-507fcd91f01a | Clause:
The Borrower and its Subsidiaries have filed all U.S. federal, state and other Tax returns and reports required to be filed, and have paid or made provision for payment of all U.S. federal, state and other Taxes levied or imposed upon them or their properties, income or assets otherwise due and payable, except ... | Label: Taxes |
bae3d4b6-1988-4d4e-af7d-313107c51992 | 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 any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable Laws. If any applicable Laws (as... | Label: Taxes |
cba39f44-1cea-4206-948f-f442c2c54e34 | Clause:
If it is determined that any of the provisions of this Plan, including, without limitation, any of the Restrictive Covenants, or any part thereof, is invalid or unenforceable, the remainder of the provisions of this Plan shall not thereby be affected and shall be given full effect, without regard to the invalid... | Label: Severability |
31c1d454-67ac-4d39-b4f4-d2f66a23df1c | Clause:
This Agreement shall not be assigned without the prior written consent of the Company, the Subscriber and Borqs, and any assignment without such consent shall be null and void ab initio. Notwithstanding the foregoing, the Company and Borqs will not unreasonably withhold, delay or condition their consent to tran... | Label: Assignments |
cc5797e0-8da1-4f29-865d-555af4eca90c | Clause:
All information relating to or concerning the Company or any of its Subsidiaries set forth in this Agreement and provided to the Buyer pursuant to Section 2(d) hereof and otherwise in connection with the transactions contemplated hereby is true and correct in all material respects and the Company has not to sta... | Label: Disclosures |
9ca93b5f-7ac1-49ca-9165-d48351f40a29 | Clause:
This Agreement (including the documents and the instruments referred to herein), together with the Merger Agreement, the Parent Stockholder Agreement (as defined in the Merger Agreement) and the Existing Stockholders Agreement (as defined in the Parent Stockholder Agreement), constitutes the entire agreement am... | Label: Entire Agreements |
2a1fc1a5-8f1f-413c-88e6-16cb6d1ab219 | Clause:
Except as otherwise set forth herein, capitalized terms used herein shall have the meanings assigned to them in the Purchase Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Ass... | Label: Defined Terms |
03aee7d5-6e78-4e72-a917-473038ffff64 | Clause:
Neither this Agreement nor any other Loan Document may be amended, changed, waived, discharged or terminated, nor shall any consent or approval of Lender be granted hereunder, unless such amendment, change, waiver, discharge, termination, consent or approval is in writing signed by Lender. In addition, Lender s... | Label: Modifications |
104d39f3-7743-4337-95f6-2613adbefd6f | Clause:
This Agreement may be amended only by means of a written amendment signed by Parent and the Holders of a majority of the then outstanding Registrable Securities; provided , however, that no such amendment shall materially and adversely affect the rights of any Holder hereunder without the consent of such Holder... | Label: Amendments |
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