id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
f1b56f4e-d80b-42df-af59-ac21ec953382 | Clause:
The terms, conditions, and restrictions applicable to this Award are specified in the Plan, this Award Agreement, including Exhibit A - Award Rules and Exhibit B - Section 280G Rules , and the prospectus dated January 2017 and any applicable prospectus supplement (together, the “ Prospectus ”). The terms, condi... | Label: Terms |
98c9d27f-2902-4921-906f-fbfe011ee20e | Clause:
Except as otherwise provided in this Agreement to the contrary, this Agreement shall be binding upon and inure to the benefit of the Member and, subject to Article 5 , its successors and assigns.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-C... | Label: Binding Effects |
39e682fa-70e4-44a0-a4cc-a15af196ae4f | Clause:
Escrow Agent shall maintain accurate records of all transactions hereunder. Promptly after the termination of this Agreement or as may reasonably be requested by the parties hereto from time to time before such termination, Escrow Agent shall provide the parties hereto, as the case may be, with a complete copy ... | Label: Records |
52dea3e1-c09c-4a52-ac0e-9c68c8e9ff97 | Clause:
Upon written request the Company will provide to the Buyer true and correct copies of all policies relating to directors' and officers' liability coverage , errors and omissions coverage, and commercial general liability coverage, if any.
Task: Classify this clause into ONE of these types (exactly one label):
... | Label: Insurances |
f2195771-2146-4641-8e91-6371226ed528 | Clause:
The term of this Agreement (the “ Term ”) shall commence on the Effective Date and, unless sooner terminated as provided in this Article 17, shall continue in full force and effect, on a country-by-country and Therapy-by-Therapy basis until such Therapy ceases being commercialized by either Party, at which time... | Label: Terms |
2a0c42b9-1c7f-40f0-bd56-b6aea816e1a5 | Clause:
Assignor hereby assigns, transfers and conveys to Assignee all of its right, title and interest in, to and under (i) the Agreement; (ii) the earnest money previously deposited by Assignor; and (iii) to the extent assignable and without any representation or warranty whatsoever, including, but not limited to any... | Label: Assignments |
58f879f3-7b1a-4592-a135-74a6600c9751 | Clause:
The consummation of the purchase and sale of the Purchased Units hereunder (the “ Closing ”) shall take place (a) on the day on which the conditions set forth in Section 2.03 , Section 2.04 and Section 2.05 (other than those conditions that by their nature are to be satisfied at the Closing, but subject to t... | Label: Closings |
e547e5e2-fe84-4b22-b192-c729130887b3 | Clause:
Grantee is responsible for all applicable federal, state and local income and employment taxes (including taxes of any foreign jurisdiction) which the Company is required to withhold at any time with respect to the PSs to satisfy its minimum statutory withholding requirements. Such payment shall be made in full... | Label: Withholdings |
3c6e4253-1704-4266-a725-a7843a19821c | Clause:
Each Loan Party has good and marketable fee simple, or local equivalent, title to, or a good and valid leasehold interest in, all its real property (including, without limitation, the right to extract by any means and use, for domestic and agricultural purposes, for sale to third parties, and for any other purp... | Label: Liens |
0b9f5bdd-a52f-4d09-a9d6-53f6ea0faa39 | Clause:
Use and cause to be used the proceeds of the Loans and other extensions of credit for working capital and 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 |
3bab61d4-d709-4971-b06c-7acac75780bc | Clause:
Each of the Borrower and each Subsidiary has filed all material Tax returns that are required to have been filed by it (or timely requests for extensions have been filed, have been granted and are not expired) in any jurisdiction, and has paid all Taxes shown to be due and payable by it on such returns and all ... | Label: Taxes |
7f3eaa8f-b877-49ce-a070-0026dadf0aeb | Clause:
No assignment of this Agreement or Buyer's rights or obligations hereunder shall be made by Buyer without first having obtained Seller's written approval of any such assignment, which approval may be granted or withheld in the sole and absolute discretion of Seller. Notwithstanding the foregoing, Buyer may assi... | Label: Assignments |
5f3cecd1-4dee-43c6-b8d4-0caae5ecf114 | Clause:
The Committee has the authority to control and manage the operation and administration of the Plan and to make all interpretations and determinations necessary or appropriate for the administration of the Plan and this Agreement, including the enforcement of any recovery of payments pursuant to Section 8 or oth... | Label: Interpretations |
b1836c34-9743-4b07-af4c-ba7d6695210d | Clause:
This Employment Agreement contains the entire agreement of the parties with respect to the subject matter hereof. It supersedes all other representations , understandings , undertakings , or agreements (whether written or oral), in their entirety, including (but not limited to) the Offer Letter.
Task: Classify... | Label: Entire Agreements |
da44e219-57f3-4ee5-a798-3727665202c2 | Clause:
The Company will withhold from any amounts payable under this Agreement such Federal, state or local taxes as shall be required to be withheld for an y other employee pursuant to any applicable law or regulation.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, A... | Label: Withholdings |
ab8c24f1-e10f-4cf9-81e1-5ee05afcc711 | Clause:
Following the Committee’s determination in accordance with subsection (b) above, shares of Common Stock or, as determined by the Committee, the cash equivalent of such shares, shall be delivered to the Eligible Employee, Consultant or Non-Employee Director, or his or her legal representative, in an amount equal... | Label: Payments |
12e1a960-4861-4428-a5df-27f7738de02d | Clause:
The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Securities in a manner that would require the registration under the Securities Act of the ... | Label: Integration |
6624fb74-d1fc-4b3f-9c5b-a7d09613e7a7 | Clause:
All notices and other communications provided for hereunder shall be given in accordance with Section 9.02 of the Credit Agreement. Delivery by telecopier or email (in .pdf or similar electronic format) of an executed counterpart of any amendment or waiver of any provision of this Agreement or of any Security ... | Label: Notices |
f3d44d12-9901-4ea3-9acc-7ae250685ace | Clause:
The rights and duties of the Loan Parties and the Lender under this Agreement and the Notes (including matters relating to the Maximum Permissible Rate) shall be governed by the law of the State of New York regardless of the laws that might otherwise govern under applicable principles of conflicts of laws there... | Label: Governing Laws |
51a93fd7-8bae-4858-9893-4a80879b5d8c | Clause:
This Agreement and the documents or instruments referred to herein and therein, including any exhibits and schedules attached hereto and thereto, constitute the entire agreement among the parties relating to the agreements contemplated hereby and supersede any other agreements, whether written or oral, that may... | Label: Entire Agreements |
11302481-5773-40f9-b017-3cbe5b758d7e | Clause:
Buyer and Seller shall each indemnify, protect, defend and hold the other harmless from and against any claim in any way arising from the matters for which the other receives a credit or otherwise assumes responsibility pursuant to this Section 6.8 .
Task: Classify this clause into ONE of these types (exactly ... | Label: Indemnifications |
2d934480-6340-4e57-8d02-f361fa42cfd2 | Clause:
Each borrowing by the Canadian Borrowers from the Canadian Lenders hereunder, each payment by the Canadian Borrowers on account of any commitment fee or Acceptance Fee hereunder and any reduction of the Canadian Commitments of the Canadian Lenders shall be made pro rata according to the respective C$ Commitment... | Label: Payments |
e625411d-8184-4d3a-b568-e324afc8d23f | Clause:
Employee and Employer (through its officers and directors) agree not to disparage the other party, and the other party’s officers, directors, employees, shareholders and agents, in any manner likely to be harmful to them or their business, business reputation or personal reputation; provided that both Employee ... | Label: Non-Disparagement |
948b3e93-4bf4-423d-bad2-84919cc889ef | Clause:
The Seller has all necessary power and authority to execute, deliver and perform this Agreement and to consummate the transactions provided for herein. This Agreement has been duly authorized, executed and delivered by the Seller and constitutes a valid and binding obligation of the Seller enforceable in accord... | Label: Authority |
dd3dee58-1780-4bc8-a6a2-143074ace3c1 | Clause:
This Agreement and the other Credit Documents and any claims, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Agreement or any other Credit Document (except as may be expressly otherwise provided in any Credit Document) shall be g... | Label: Governing Laws |
1ad5de76-9e6d-4566-8b33-1909e0cc249b | Clause:
This Release contains the entire understanding of the Parties with respect to the releases set forth herein. In the event of any conflict between the provisions of this Release and the Credit Agreement, the provisions of the Credit Agreement shall control.
Task: Classify this clause into ONE of these types (ex... | Label: Entire Agreements |
07a7e00f-fe19-4bbc-aa2b-6d097cdc57c5 | Clause:
This Agreement may be executed simultaneously in two or more counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts taken together will constitute one and the same Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjust... | Label: Counterparts |
64d55bbe-5eee-4e1f-9127-386f35b249f5 | Clause:
THE PARTIES TO THIS AGREEMENT IRREVOCABLY WAIVE THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY OF ANY CAUSE OF ACTION, CLAIM, COUNTERCLAIM OR CROSS-COMPLAINT IN ANY ACTION OR OTHER PROCEEDING BROUGHT BY ANY PARTY TO THIS AGREEMENT AGAINST ANY OTHER PARTY TO THIS AGREEMENT WITH RESPECT TO ANY MATTER ARISING OUT OF, OR... | Label: Waiver Of Jury Trials |
caa538ff-2277-47ca-b33b-d43532dd77b4 | Clause:
All acts required of the Employers under the Plan may be performed by the Company for itself and its Subsidiary, and the costs of the Plan may be equitably apportioned by the Committee among the Company and the other Employers. Whenever an Employer is permitted or required under the terms of the Plan to do or p... | Label: Duties |
1b70b98d-c03a-46c1-921b-9f161ea55bf9 | Clause:
The Junior Lien Agent represents and warrants to the Senior Lien Agent that it has the requisite power and authority under the Junior Lien Documents to enter into, execute, deliver and carry out the terms of this Agreement on behalf of itself and the Junior Lien Secured Parties and that this Agreement shall be ... | Label: Representations |
0cb204dc-2e9b-43ab-8270-a5417ab00011 | Clause:
This Note shall be given effect and construed by application of the laws of the State of Florida (without regard to the principles thereof governing conflicts of laws), and any action or proceeding arising hereunder, and each of Lender and Borrower submits (and waives all rights to object) to non-exclusive pers... | Label: Applicable Laws |
fd5f2a7d-2d6a-4d4e-89d1-bec5c70842c2 | Clause:
The Parties to this Agreement acknowledge that any activity prohibited by the Act or Section a. above which is in fact performed by Contractor will not be in furtherance of Contractor’s relationship with Company or of the business of Company. Consequently, either party to this Agreement shall have the absolute ... | Label: Terminations |
14d620de-3130-460b-9063-0bda97dacd1f | Clause:
If the Asset Representations Reviewer is required by Applicable Law, regulation, rule or order issued by a Governmental Authority to disclose part of the Confidential Information, it may disclose the Confidential Information. However, before a required disclosure, the Asset Representations Reviewer, if permitte... | Label: Disclosures |
bc325995-4d41-4937-ba7f-52a6bb406de8 | Clause:
The headings in this Agreement are provided for convenience only and will not affect its construction or interpretation.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assig... | Label: Construction |
8cbc0214-b5b2-4b47-a137-817ee5da6f44 | Clause:
Notwithstanding any provisions of the Plan to the contrary (but subject to the provisions of Section 12.01), all clerical, legal and other expenses of the Plan and the Trust, including Trustee’s fees, shall be paid by the Plan, except to the extent the Employer elects to pay such amounts; provided , however ,... | Label: Costs |
1a6e2381-4a0b-48ef-b519-06deff777107 | Clause:
The provisions of this Section 8 shall survive the termination of the Executive’s employment as provided hereunder.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, A... | Label: Survival |
e74ca25b-b4ab-4cb8-a8fd-17e2983ed6d3 | Clause:
Each provision of this Agreement shall be considered severable, and if for any reason any provision that is not essential to the effectuation of the basic purposes of the Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable under existing or future applicable law, such inv... | Label: Severability |
8d661574-6393-4792-a9e0-1a2f2ddd0291 | Clause:
The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agr e es to i ndemnify and hold harmless the Buyer and all their ... | Label: Survival |
f997793f-3300-4ff9-ad42-3a6b469da5a8 | Clause:
If Grantee accepts the award on or before March 6, 2017, this Agreement will become effective the date the Corporation receives the award acceptance. After this agreement becomes effective, the Corporation will credit to Grantee the number of restricted stock units specified in the award package. Subject to the... | Label: Effective Dates |
72d0010f-3f83-4009-be24-6e6a5d0593c5 | Clause:
No failure or delay by either Party in enforcing any of its rights under this Agreement shall be construed as a waiver of the right to subsequently enforce any of its rights, whether relating to the same or a subsequent matter.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments... | Label: Waivers |
32c014b4-6dec-4f0c-ba70-a2052581178e | Clause:
Beginning on the Effective Date, the Executive shall be entitled to four (4) weeks’ vacation in each twelve (12) month period during the Term. Vacation may be taken at such time(s) as Executive may determine provided that such vacation does not interfere with the Company's business operations. The Executive mus... | Label: Vacations |
b805f1a0-47e9-44bc-9142-33fb3cfac2c2 | Clause:
The Company may maintain an insurance policy or policies against liability arising out of this Agreement or otherwise.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns... | Label: Insurances |
23bdc33b-267e-4c3f-ba8c-3174ef956a46 | Clause:
Each Grantor shall keep and maintain complete, accurate and proper books and records with respect to the Collateral owned by such Grantor, and furnish to the Administrative Agent, with sufficient copies for each of the Secured Parties, such reports relating to the Collateral as the Administrative Agent shall fr... | Label: Records |
e4038c4d-1e39-4261-8375-410ca24149de | Clause:
In this Agreement, unless the context clearly indicates otherwise: (i) words used in the singular include the plural and words used in the plural include the singular; (ii) the words “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation”; (iii) the words “this Agr... | Label: Construction |
c7ff5e2a-adb5-4018-9f1a-c1d588ba3887 | Clause:
A n y Memb e r who terminates his emplo y ment with the Employer on or afte r his Ear l y , Normal, or La t e Retirement Date or b y r eason of Total and Permanent Disabili t y shall qualify f or retirement under Sections 3.2, 3.3 , 3.4, or 3.5, and hi s Accrue d Benefit shall be ful l y vested. Monthl y R etir... | Label: General |
55cb6ac1-0129-49e9-b563-a1841fbebb04 | Clause:
The Company shall fund the indemnification obligations provided by Section 13.3 or 13.4 in such manner and to such extent as the Manager may from time to time deem proper. The Manager may, in its discretion, cause the Company to maintain insurance coverage to provide for any expenses of indemnification of the C... | Label: Insurances |
76524334-411f-4d81-887e-08ac8c32f5ac | Clause:
The issued and outstanding shares of capital stock of the Company have been validly issued, are fully paid and non-assessable and, other than as disclosed in the Registration Statement or the Prospectus, are not subject to any preemptive rights, rights of first refusal or similar rights. The Company has an auth... | Label: Capitalization |
e60576bd-b16b-4c50-9979-5e7c5dc65906 | Clause:
The provisions of Section 3 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, Authorizations, Base Salary, ... | Label: Survival |
f7d22eac-8efe-490d-8075-920488b3ce92 | Clause:
If Executive breaches any of the provisions contained in Paragraphs 5, 6 or 7 above, Company shall have the right to immediately terminate all payments and benefits due under this Agreement and shall have the right to seek injunctive relief. Executive acknowledges that such a breach of Paragraphs 5, 6, or 7 wou... | Label: Remedies |
cdec37dc-3374-4a18-ae53-aa68ecdc6931 | Clause:
You agree to cooperate with the Progressive Group and/or any entity thereof, as well as any entity operating on its or their behalf, in response to all reasonable requests relating to your former job duties, including requests for such information as the location of documents or information and disclosure of al... | Label: Cooperation |
3f85b296-ff24-4d28-9f83-d10a6d2245b4 | Clause:
THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE, AND WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES.
Task: Classify this clause into ONE of these types (exactly one la... | Label: Governing Laws |
3495fb14-2733-49f8-85f5-59421d0eaa08 | Clause:
In connection with this Lease, each of Landlord and Tenant warrants and represents to the other that it has had dealings only with firm(s) set forth in Section 1 of this Lease and that it knows of no other person or entity who is or might be entitled to a commission, finder’s fee or other like payment in connec... | Label: Brokers |
1b6ec54b-e887-4d13-990b-4bbf87014473 | Clause:
There is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulato... | Label: Litigations |
dadbb6ed-e05a-4ffa-9777-34659d33871c | Clause:
The headings of the sections of this Fourth Amendment are inserted for convenience only and shall not be deemed to constitute a part of this Fourth Amendment.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Appr... | Label: Headings |
39646978-12d1-4359-8097-98530eaab6d5 | Clause:
The provisions of this Section 18.6 shall survive any expiration or termination of this Agreement; provided that other than with respect to information disclosed pursuant to Article 3 , as to which such provisions shall survive indefinitely, such provisions shall survive only a period of one (1) year.
Task: Cl... | Label: Survival |
a69f145d-ff95-4e0e-a631-e11cfff44f25 | Clause:
This Agreement may be executed in one or more counterparts, each of which shall be considered an original and together which 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, Applicabl... | Label: Counterparts |
a10c5b6f-a8e0-4c9e-a1b2-7ec712c5408e | Clause:
Mortgagor shall pay the Indebtedness when due under the Credit Agreement and the other Financing Documents and shall perform the Obligations in full when they are required to be performed.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corrupti... | Label: Payments |
aa0de977-8ba4-4386-8601-668e965a0557 | Clause:
Capitalized terms not otherwise defined in this Amendment have the meanings given to them in the 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: Defined Terms |
e9d1dcc6-d6b1-4650-b61a-b5d5cd033004 | Clause:
Any notice given to the Participant shall be addressed to the Participant at the address or electronic address listed in the Participant’s electronic stock plan account held with the Administrator. The Company may, in its sole discretion, decide to deliver any documents related to current or future participatio... | Label: Notices |
caa779ac-0ced-41dc-941a-bc9207f5a60f | Clause:
The Security Trustee agrees to execute and deliver, at the Borrower’s expense, all such documents as the Borrower may reasonably request for the purpose of continuing the registration of the Aircraft at the FAA in the Borrower’s name and terminating the Lien of the Security Agreement, in whole or in part, in ac... | Label: Further Assurances |
562e6b45-af96-4245-8793-40794d74131a | Clause:
This Refinancing Amendment may be executed in counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page of this Refinancing Amendment by facsimile or electronic transmission shall be as eff... | Label: Counterparts |
588ebc59-062b-4acc-9c87-3733d4cff099 | Clause:
All notices and other communications hereunder shall be in writing, shall be effective only upon receipt and shall be mailed, delivered by hand or overnight courier, or transmitted by fax (with the receipt of any such fax to be confirmed by telephone). Notices to the Initial Purchasers shall be directed to the ... | Label: Notices |
69ed084b-f7ac-445c-9e88-8ac5d6c868c3 | Clause:
The Investors agree to cooperate with one another in connection with the arrangement of the Debt Financing (or any permitted replacement, amendment, modification or any Alternate Financing) as may be reasonably requested by an Investor. Any reasonable, out-of-pocket expenses incurred by an Investor in providing... | Label: Cooperation |
99830698-9260-4f13-8e20-e6a13b656861 | Clause:
To Borrower’s knowledge, each Loan Party and each Subsidiary thereof is in compliance in all material respects with the requirements of all laws and all orders, writs, injunctions and decrees applicable to it or to its properties, except in such instances in which (a) such requirement of law or order, writ, inj... | Label: Compliance With Laws |
92b571e0-938f-4de9-bf1b-8caee48247fb | Clause:
Other than consummating the transactions contemplated hereunder, such Purchaser has not, nor has any Person acting on behalf of or pursuant to any understanding with such Purchaser, directly or indirectly executed any purchases or sales, including Short Sales, of the securities of the Company during the period ... | Label: Confidentiality |
12e4b4e0-9aa4-40f0-995d-2b43a66520a6 | Clause:
This Agreement is made and shall be construed and performed in accordance with the laws of the State of Nevada .
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: Governing Laws |
57a320c3-14fa-4bab-878f-dfb30992ca16 | Clause:
During the Term, Property Manager, pursuant to the terms of the Management Agreement, is required to procure and maintain insurance as is determined to be appropriate by the Management Committee and in accordance with the terms of the Loan, (in form and with endorsements, waivers and deductibles and with insura... | Label: Insurances |
2a81b018-f3bc-4173-9834-cd2aa4f5a19b | Clause:
This Plan shall inure to the benefit of and be binding upon the Company and the Covered Executives, their respective successors, executors, administrators, heirs and permitted assigns. In the event of a Covered Executive’s death after a Terminating Event but prior to the completion by the Company of all payment... | Label: Benefits |
01887e48-9d64-401b-93b6-d48317c2dbfe | Clause:
Use the proceeds of the Loans and the Letters of Credit only as contemplated in Section 3.12 . The Borrower will not request any Borrowing, and the Borrower shall not use, and shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds o... | Label: Use Of Proceeds |
8434add9-3511-410b-9177-e1d603b640f1 | Clause:
As of the date hereof, the authorized, issued and outstanding shares of capital stock of the Company are as set forth on Schedule 2.02(a) hereto. As of the Closing Time (giving effect to the Exchange and the Reverse Split and assuming an aggregate offering amount in the Public Offering of $10,500,000, without n... | Label: Capitalization |
61de033b-861e-4354-990a-b82da49024ea | Clause:
The Executive’s annual base salary is $370,000, which is subject to review and redetermination by the Company from time to time. The annual base salary in effect at any given time is referred to herein as “Base Salary.” The Base Salary will be payable in a manner that is consistent with the Company’s usual payr... | Label: Base Salary |
ea035d31-7925-41ec-aa91-fee6f7b48787 | Clause:
Assignor hereby sells, assigns, transfers and conveys to Assignee, its successors and assigns, the 5% Percentage Interest, including all right and interest in and to the Partnership’s assets, liabilities, rights to future profits, and management rights as such relate to the 5% Percentage Interest, which assignm... | Label: Assignments |
0fb7e5ea-e41f-40fd-9318-0aabd961f00b | Clause:
Except as otherwise provided in a Participant’s employment agreement, if any, Section 12.1 of the Plan shall govern the treatment of the TSR RSUs in connection with a Change in Control.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption ... | Label: Change In Control |
764330ed-f445-4d64-9275-2bc29d6eddbb | Clause:
The Purchaser, severally and not jointly with the other Purchaser, covenants that neither it, nor any Affiliate acting on the Purchaser’s behalf or pursuant to any understanding with the Purchaser will execute any purchases or sales, including Short Sales, of any of the Company’s securities during the period co... | Label: Confidentiality |
30e6db6b-ba56-471c-a24d-b8fbb143390d | Clause:
It shall be a condition precedent to XOMA’s right to terminate Employee’s employment for the reasons set forth in Sections 7(d)(ii) or (iii) of this Agreement that (i) XOMA shall first have given Employee written notice stating with specificity the reason for the termination (“ Breach ”) and (ii) if such Breach... | Label: Notices |
4e19a196-b1de-41eb-9483-f127a6d20da6 | Clause:
Paragraph headings are for convenience only and shall not be considered a part of the terms and provisions 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, ... | Label: Construction |
3bb35ef2-690d-41b0-8801-d64f9131e564 | Clause:
If any provision of any Loan Document is held to be invalid, illegal or unenforceable under present or future laws, the legality, validity and enforceability of the remaining provisions of the Loan Documents shall not in any way be affected or impaired thereby. In lieu of each such illegal, invalid or unenforc... | Label: Severability |
5167e2a4-4803-405a-9f68-2b1c12af356a | Clause:
THIS SECOND AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS SECOND AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ITS PRINCIPLES OR RULES OF CONFLICT OF LAWS TO THE EXTENT SUCH PRINCIPLES OR RULES ARE... | Label: Governing Laws |
0190180d-0b05-4ccc-a568-6a416aa528e9 | Clause:
All notices, demands, consents, requests, instructions and other communications to be given or delivered or permitted under or by reason of the provisions of this Agreement or in connection with the transactions contemplated hereby shall be in writing and shall be deemed to be delivered and received by the inte... | Label: Notices |
d1e9904a-5877-4e42-ab06-cc0bab0b8ec9 | Clause:
Each Originator shall pay to Transferee promptly on demand all reasonable costs and out-of-pocket expenses in connection with the preparation, execution, delivery and administration of this Agreement, the transactions contemplated hereby and the other documents to be delivered hereunder, or any amendment or mod... | Label: Expenses |
0cccd905-f859-441d-b77e-2e3f4f64df15 | Clause:
Directly or indirectly, use the proceeds of any Borrowing or Letter of Credit, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other individual or entity, to fund any activities of or business with any individual or entity, or in any Designated Jurisdict... | Label: Sanctions |
0e47a87d-90fe-4bde-8e70-71042bf26791 | Clause:
Each of Level 3, the Borrower and the Material Subsidiaries of Level 3 owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual property material to its business, and the use thereof by Level 3, the Borrower and each Material Subsidiary of Level 3, to the knowledge of ... | Label: Intellectual Property |
8df4a1ac-e8cc-484d-9e8d-5fa321647a60 | Clause:
The Servicer hereby authorizes and hereby agrees from time to time, at its own expense, promptly to execute (if necessary) and deliver all further instruments and documents, and to take all further actions, that may be necessary or desirable, or that the Administrator may reasonably request, to perfect, protect... | Label: Further Assurances |
a35355c9-e038-4e09-96cf-9a2a76810d90 | Clause:
All of the terms and provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto, their respective successors and assigns, and the heirs and legal representatives of Purchaser.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agree... | Label: Binding Effects |
bb47e3aa-440c-4d9c-9e5a-c5eaed8ede0f | Clause:
In conjunction with Section 8.5, nothing provided herein shall constitute a transfer of ownership of one party’s intellectual property (“IP”, further defined below) to the other party. Any IP developed through the performance of the Agreement, irrespective of possession of such IP, shall be owned solely by the ... | Label: Intellectual Property |
b6010484-18c1-4545-b3cd-4b06de6b8f15 | Clause:
All governmental and third party approvals necessary in connection with the financing contemplated hereby and the continuing operations of the Loan Parties (including shareholder approvals, if any) shall have been obtained on satisfactory terms and shall be in full force and effect.
Task: Classify this clause ... | Label: Approvals |
c3c91b84-ed8c-4ffc-9d47-9191601bee9f | Clause:
Any Lender may at any time, without the consent of, or notice to, the Loan Parties or the Agent, sell participations to any Person (other than a natural person or the Loan Parties or any of the Loan Parties’ Affiliates or Subsidiaries) (each, a “ Participant ”) in all or a portion of such Lender’s rights and/or... | Label: Participations |
832edd43-b762-4bec-a158-0ece3f690398 | 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 such as have been obtained or made and are in full force and effect and except for filings or registrations necessary to perfect Liens created pursuant to the L... | Label: No Conflicts |
e1bd59fd-fb38-4c79-a9db-3f72a8d76f7e | Clause:
To the extent permitted by law, Subtenant hereby releases the Sublandlord Parties from, and waives all claims for, damage to persons or property sustained by Subtenant, its agents or employees or any other occupant of the Building or the Sublease Premises (but in the case of agents, employees or other occupants... | Label: Releases |
99918e54-9c99-4169-b6ea-c22279ecc5d4 | Clause:
In addition to (and without limitation of) the other terms and conditions of this Agreement, the failure of the Company to insist upon strict performance of any provision of any agreement between the Company, on the one hand, and another grantee, director, employee, person or entity, on the other hand, shall no... | Label: No Waivers |
c78ef363-4b71-4eb1-be9d-d6f8299fca59 | Clause:
The pledgor under the Pledge Agreement is the record and beneficial owner of, and has good title to, the Collateral pledged thereunder, free and clear of all Liens whatsoever except the Permitted Encumbrances, such other Liens as are permitted pursuant to the Loan Documents and the Liens created by the Loan Doc... | Label: Titles |
27a15f26-e07b-4dbc-b476-7d5139359271 | Clause:
Subject to Section 4(b) and the provisions of the Plan, the Company shall deliver to the Participant on the date on which the RSUs become unrestricted and fully vested hereunder the number of shares of Common Stock equal to the number of RSUs that become unrestricted and fully vested on such date. In no event s... | Label: General |
0a0bb0f6-cd67-4888-88fc-56c3f0879e82 | Clause:
Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Loan Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments,... | Label: Defined Terms |
55974d5d-98ad-4b69-887d-2f77f899903f | Clause:
In the event that any provision of this Agreement, or the application thereof, becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of this Agreement will continue in full force and effect and the application of such provision to other Persons or circum... | Label: Severability |
7d4eacd4-7e36-4526-8e16-516d4b1d6fe3 | Clause:
Except for the Governmental Approvals described in Schedule 4.4 , all Governmental Approvals and consents and approvals of, or notices to, any other Person (including the holders of any Capital Stock issued by any Loan Party) required in connection with the execution and performance of the Loan Documents, the c... | Label: Approvals |
0ee6e837-975f-43a1-8a28-51bdf5d19b48 | Clause:
This Agreement contains the entire understanding of the Parties with respect to the subject matter contained herein and supersedes the effectiveness all other prior agreements and understandings between the Parties or between Employee and the Company with respect to such subject matter.
Task: Classify this cla... | Label: Entire Agreements |
95e93e2d-34c0-49b6-b1a3-edf939f6ed69 | Clause:
If either Party becomes aware of actual or threatened infringement by a third Person of the Licensed Patents, Licensed Trademarks, or misappropriation by third Persons of Know-How licensed under this Agreement, it will promptly notify the other Party in writing.
Task: Classify this clause into ONE of these typ... | Label: Notices |
13ddef93-fc0f-4523-a8a7-0732260c7c13 | Clause:
Each party’s obligations under this Section 2.8 shall survive the resignation or replacement of Administrative Agent or any assignment of rights by, or the replacement of, a Lender and the repayment, satisfaction or discharge of all obligations under any Loan Document.
Task: Classify this clause into ONE of t... | Label: Survival |
1b8b8c00-22e6-4353-b667-50f85f595822 | Clause:
The Parent and the Borrower will, and will cause each of the Borrower’s Subsidiaries to, maintain with financially sound and reputable insurance companies insurance on a material portion of their Property in such amounts and covering such risks as is consistent with sound business practice, or as otherwise prov... | Label: Insurances |
d0189bbc-b40f-4e11-a3d3-1e55e0b37549 | Clause:
None of the Company, any of its affiliates (as defined in Rule 501(b) under the Securities Act), or any person acting on behalf of the Company or such affiliate will sell, offer for sale, or solicit offers to buy or otherwise negotiate in respect of any security (as defined in the Securities Act) which will be ... | Label: Integration |
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