id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
d4743a41-f8e1-4f6a-ab21-5559e0d4c097 | Clause:
This Agreement shall bind and inure to the benefit of and be enforceable by the Seller and the Purchaser and the respective successors of the Seller and the Purchaser. Pursuant to Section 32 below, the Purchaser may not assign any portion of this Agreement.
Task: Classify this clause into ONE of these types (e... | Label: Successors |
2d795997-db4e-43cc-a6af-6089b55b1d44 | Clause:
All payments under this Agreement shall be made subject to applicable tax withholding, and the Company shall withhold from any payments under this Agreement all federal, state and local taxes, as the Company is required to withhold pursuant to any law or governmental rule or regulation. Employee shall bear all... | Label: Withholdings |
44c53cc5-efbc-40af-aa70-46b2efdbb940 | Clause:
The obligations of the Parent under Sections 6.01, 6.05, 6.06, 12.03 and 12.04 hereof and the obligations of the Lenders under Section 11.05 hereof shall survive the repayment of the Loans and the termination of the Bridge Commitments.
Task: Classify this clause into ONE of these types (exactly one label):
Adj... | Label: Survival |
0dfcd144-2923-4ed5-b271-306ccfeba582 | Clause:
Any employer shall be entitled, if necessary or desirable, to pay or withhold the amount of any federal, state or local tax attributable to any amounts payable by it under the PIP, and may require payment from the participant in an amount necessary to satisfy such taxes prior to remitting such taxes.
Task: Cla... | Label: Taxes |
210ac89c-c1a7-4718-b804-b7f4aa97897a | Clause:
Notwithstanding anything to the contrary contained herein, an Award agreement may provide that the Committee may in its sole discretion cancel such Award if the Participant has engaged in or engages in detrimental activity that is in conflict with or adverse to the interest of the Company or any Affiliate, incl... | Label: Forfeitures |
d45467f7-5a5c-4a50-bfe1-2b920f3e0cdd | Clause:
If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement will nevertheless remain in full force and effect, and if any provision is held invalid or unenforceable with respect to particular circumstances, it will nevertheless remain in full force and effect in all othe... | Label: Severability |
dd6fce2a-fcb7-4905-bc31-3794600032dd | Clause:
Schedule 4.20 lists all insurance policies (by policy number, insurer, coverage period, coverage amount, annual premium and type of policy) held by the Purchaser relating to the Purchaser or its business, properties, assets, directors, officers and employees, copies of which have been provided to the Company. A... | Label: Insurances |
0048d22c-a9a9-4520-95aa-bcf81413ab0a | Clause:
The Lenders shall have received (i) audited consolidated financial statements of the Borrower for the 2013, 2014 and 2015 fiscal years and (iii) unaudited interim consolidated financial statements of the Borrower for each fiscal quarter ended after the date of the latest applicable financial statements delivere... | Label: Financial Statements |
2ea09a8d-fd40-461b-8778-552c1719e3d5 | Clause:
By signing this Agreement, the signing party represents that he or she has unconditional authority to enter into this Agreement on behalf of the Client.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals,... | Label: Authority |
fcc000ee-47a9-42ac-adcd-d3e9c354d8ce | Clause:
This Agreement and any claim, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Agreement and the transactions contemplated hereby shall be construed in accordance with and governed by the law of the State of New York.
Task: Classi... | Label: Governing Laws |
2444e17d-8ed6-451c-b7f5-79fcbf981076 | Clause:
This Agreement constitutes the entire agreement among the parties with respect to the subject matter of this Agreement and supersedes all prior agreements and understandings, both oral and written, among the parties with respect to its subject matter.
Task: Classify this clause into ONE of these types (exactly... | Label: Entire Agreements |
1b0f9d46-d7f6-43c6-a7b5-f85cd5272e85 | Clause:
All demands, notices and communications hereunder shall be in writing and shall be delivered or mailed by registered or certified first-class United States mail, postage prepaid, hand delivery, prepaid courier service, or by facsimile or by electronic transmission, and addressed in each case as set forth on Sch... | Label: Notices |
cc10bd67-72e6-42af-be6c-31645dc4b681 | Clause:
Each party hereto irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the courts of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in an... | Label: Submission To Jurisdiction |
54cd8abf-aef6-4936-b70b-af48b9c3127a | Clause:
The Executive shall be entitled to the benefit of the indemnification provisions contained in the Company’s Amended and Restated Operating Agreement of even herewith, as it may be amended from time to time, to the extent permitted by applicable law, at the time of the assertion of any liability against the Exec... | Label: Indemnifications |
fed208da-8592-4790-be09-421aa0466545 | Clause:
The Executive shall be en titled to four (4) weeks of annual vacation in accordance with the policies periodically established by the Board.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration... | Label: Vacations |
d11ee790-fad9-4a24-b37d-aae6d2781bab | Clause:
The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Ad... | Label: Successors |
13a37bca-fa55-4848-8a6c-64151834a467 | Clause:
The Borrower shall not, nor shall it permit any of its Subsidiaries to, (a) directly or indirectly, (i) knowingly conduct any business or engage in making or receiving any contribution of funds (including the proceeds of any Borrowing), goods or services to or for the benefit of any Restricted Party or in furth... | Label: Sanctions |
dbdf0d01-ea2e-46c9-899c-adcd81c266ea | Clause:
All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to... | Label: General |
d57b654f-dd20-4c48-b378-818bfa019dd8 | Clause:
The parties to this Agreement agree that it is their intention that the Parity Liens be identical. In furtherance of the foregoing, the parties hereto agree that the Parity Lien Security Documents creating Liens upon Collateral securing any Parity Lien Obligation shall be in all material respects the same forms... | Label: Agreements |
0af51300-8ca2-4fd8-87f5-37521e37994e | Clause:
If any Reviewing Party determines that Indemnitee substantively is not entitled to be indemnified hereunder in whole or in part under applicable law, Indemnitee shall have the right to commence litigation seeking a ruling by the court or challenging any such Determination by such Reviewing Party or any aspect t... | Label: Binding Effects |
0a80c6c3-73bf-4345-a76f-c5e01355c42f | Clause:
The Mortgagor agrees to indemnify each of the Mortgagee, each legal entity, if any, who controls, is controlled by or is under common control with the Mortgagee and each of their respective directors, officers, employees and agents (the “ Indemnified Parties ”), and to defend and hold each Indemnified Party har... | Label: Indemnity |
8b5e7930-ec48-49e1-85b8-972a2de19d26 | Clause:
The Loan Parties own, or possess the right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights that are reasonably necessary for the operation of their respective businesses, without conflict with the rights o... | Label: Intellectual Property |
41827aee-b9b5-4c73-957b-21d0b38f3c2c | Clause:
This Agreement shall be governed by, and construed and interpreted in accordance with, the laws of the Commonwealth of Pennsylvania without regard to conflict of laws principles. Any claim or controversy arising out of or relating to this Agreement shall be brought exclusively in federal or state court located ... | Label: Governing Laws |
15d700ea-04a0-4bce-98e2-8468b4411f03 | Clause:
Such Shareholder has all necessary legal capacity, power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement has been duly executed and delivered by such Shareholder and, assuming it has been duly and validly authorized, executed and delivered by the othe... | Label: Authorizations |
2d940f55-6254-475b-a25e-a484fe8d44b1 | Clause:
Pursuant to and in accordance with the terms and conditions of the Separation Agreement and the Transaction Documents, Parent has agreed to transfer to one or more of the Spinco Companies certain Transferred Intellectual Property and to license to one or more of the Spinco Companies certain Licensed Intellectua... | Label: Intellectual Property |
3a456022-01a9-4a5b-af4c-984c5978d55d | Clause:
In the event that any provision of this Agreement shall be determined to be illegal or unenforceable by a court of competent jurisdiction, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.
Task: ... | Label: Severability |
bf70672f-0999-4f59-bcc8-c69b3c72dcc5 | Clause:
Headings at the beginning of each article and section are solely for the convenience of the parties and are not a part of this Agreement. Whenever required by the context of this Agreement, the singular will include the plural and the masculine will include the feminine and vice versa. This Agreement will not b... | Label: Construction |
bb8b0b14-9f62-43f2-86d8-c7d347db3f1a | Clause:
Neither the Borrower nor any of Subsidiary is in default in any manner under any provision of any indenture or other agreement or instrument evidencing Indebtedness, or any other agreement or instrument to which it is a party or by which it or any of its properties or assets are or may be bound, where such defa... | Label: Agreements |
3d47da2a-b1ca-4062-ae3f-f4843069f6bd | Clause:
Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company in care of the Secretary of the Company at the Company’s principal office, and any notice to be given to Participant shall be addressed to Participant at Participant’s last address reflected on the Company’... | Label: Notices |
05e7c5af-9c83-46f7-9947-c05b28f34ac7 | Clause:
All decisions of the Committee with respect to any question or issue arising under the Plan or this Award Agreement shall be conclusive and binding on all persons having an interest in this option.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti... | Label: Construction |
3d87e9ff-232b-4bd4-b467-f3e0b749b40e | Clause:
Upon a cessation of the Participant’s service with the Company for any reason not set forth in Section 2(a)(ii), any Units that have not become earned and vested on or prior to the effective date of such cessation will be forfeited immediately and automatically and the Participant will have no further rights wi... | Label: Forfeitures |
c689810b-f44d-4e13-9e4c-8da4344b874c | Clause:
The headings used in this Agreement are for convenience only a nd shall be disregarded in interpreting the substantive provisions of this Agreement. Time is of the essence of each term of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendment... | Label: Headings |
6465d1f0-bf1a-469f-abc8-0d181ecb349c | Clause:
The Purchaser is an entity duly organized, validly existing and in good standing under the Laws of its jurisdiction of formation, and has the requisite power and authority to carry on its business as it is now being conducted.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments,... | Label: Organizations |
f2ee8517-3d58-4e5f-982d-ad8b06069c30 | Clause:
Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Utah, and has full corporate power and authority to conduct its business as presently conducted and to enter into and perform this Agreement.
Task: Classify this clause into ONE of these types (exact... | Label: Organizations |
cb79d9bc-1d82-491c-95b4-73cbd9273c7b | Clause:
The term of this Agreement shall commence on the Effective Date as set forth above and end on the three (3) year anniversary of the Effective Date (the “ Expiration Date ”), unless sooner terminated pursuant to Section 5 hereof (the " Term ").
Task: Classify this clause into ONE of these types (exactly one lab... | Label: Terms |
f9507706-afb6-4c9e-b15e-dd413f7831cd | Clause:
Executive shall not disparage the Company, its agents or employees in any manner during or following Executive’s employment with the Company. Executive shall not publish, communicate, post or blog disparaging or confidential information about the Company.
Task: Classify this clause into ONE of these types (exa... | Label: Non-Disparagement |
a4ed550f-371b-4eb1-9b6e-8a824c17a048 | Clause:
The Stockholder has legal right and capacity, to execute and deliver this Agreement, to perform the Stockholder’s obligations hereunder and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by the Stockholder and the consummation of the transactions con... | Label: Authorizations |
8c754129-344b-44f0-9dd9-466a400d270a | Clause:
The Borrower shall have paid or made arrangements to pay contemporaneously with the effectiveness of the Incremental Commitment Amendment all fees and expenses required to be paid in connection therewith (including all fees, charges and disbursements of counsel to the Administrative Agent (directly to such coun... | Label: Expenses |
3205eb64-e43b-4472-bd8a-b0df7c484b7b | Clause:
The execution, delivery and performance of this Agreement, the Note by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance and reservation for issuance of the Conversion Shares) will not (i) conflict with or result in a... | Label: No Conflicts |
152f2809-5035-47e3-a3a9-b527ebea500b | Clause:
This Transition Agreement constitutes the entire agreement between Executive and the Company concerning Executive’s relationship with the Company, and supersedes and replaces any and all prior agreements and understandings between the Parties concerning Executive’s relationship with the Company other than the S... | Label: Entire Agreements |
e5524454-9b30-4cbe-b040-36951cabbe0f | Clause:
(a) Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect: neither a Reportable Event nor an “accumulated funding deficiency” (within the meaning of Section 412(a) of the Code or Section 302(a)(2) of ERISA) has occurred during the five‑year period prior ... | Label: Erisa |
6e454169-6d73-4a76-a288-2d3247c38817 | Clause:
Except as provided herein, each Party to this Contract shall with respect to the other Party’s “ Indemnitees ” (consisting of the other Party, its Affiliates and each of their respective directors, officers, employees, agents, representatives, and the successors and assigns of any of the foregoing), defend, ind... | Label: Indemnifications |
10f12046-54bb-440e-8a24-87f86a6a9d47 | Clause:
The provisions of the Plan shall bind and inure to the benefit of the Employer and its successors and assigns and the Participant and the Participant’s Beneficiary, heirs and assigns.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption La... | Label: Successors |
a3369e94-218e-4fee-a681-94b60f24ceae | Clause:
Buyer and Seller shall cooperate fully with each other and their respective counsel and accountants in connection with any actions required to be taken as a part of their respective obligations under this Agreement, including but not limited to the obtaining of Consents. After the Closing, Seller and Buyer shal... | Label: Cooperation |
21c60dd7-ae9c-4324-8b6a-f514d5247b96 | Clause:
The loans made pursuant to the Incremental Term Loan B Facility (the “ Incremental Term Loans ”) may only be incurred on the Closing Date and the proceeds thereof shall be utilized, together with the proceeds of the Senior Subordinated Notes, the Securities or the Senior Subordinated Bridge Facility, as applica... | Label: Use Of Proceeds |
1e5608b1-46d6-48b3-ae4f-620ecabe2549 | Clause:
Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, except for controversies or claims relating to Sections 5 through 8 of this Agreement which will be handled pursuant to Section 9 of this Agreement, will be settled by binding arbitration in accordance with the Employm... | Label: Arbitration |
c01882e1-f85f-4441-9c5d-a7760dc01b93 | Clause:
The Bank shall provide for the withholding of any taxes required to be withheld by federal, state or local law with respect to any payment in cash, shares of stock and/or other property made by or on behalf of the Bank to or for the benefit of the Executive under this Agreement or otherwise. The Bank may, at it... | Label: Tax Withholdings |
ce24739c-9a99-4842-ad9d-40027bcffa2e | Clause:
Seller has not incurred any liability, contingent or otherwise, for brokers’ or finders’ fees in respect of the transactions contemplated by this Agreement for which Buyer or any Buyer Party will have any responsibility whatsoever.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustm... | Label: Brokers |
5ee7d2d3-5553-4590-bfb3-06fe5b34f9e4 | Clause:
The obligations of the parties to indemnify or make contribution under this Article V shall survive 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, Assignme... | Label: Survival |
3701724d-8011-4825-acd2-91223a0117a1 | Clause:
This Agreement shall be governed by, and construed in accordance with, the laws of the Commonwealth of Puerto Rico.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, A... | Label: Governing Laws |
c128d24c-526b-47c7-96da-9cfb4366a045 | Clause:
Except as may be otherwise provided by the Plan, any written notices provided for in the Plan and this Award Agreement shall be in writing and shall be deemed sufficiently given if either hand delivered or if sent by email, fax or overnight courier, or by postage paid first class mail. Notices sent by mail sh... | Label: Notices |
3368a489-71ef-493e-9478-260aa9e6e271 | Clause:
No amendment or waiver of any provision of this Agreement or any other Loan Document, nor consent to any departure by any Credit Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Bank (and in the case of an amendment) the Company, and then any such waiver or ... | Label: Amendments |
109ce25b-dd90-403e-a5b2-5716a338cc4a | Clause:
No omission or course of dealing on the part of Agent, any Lender or the holder of any Note (or, if there is no Note, the holder of the interest as reflected on the books and records of Agent) in exercising any right, power or remedy hereunder or under any of the other Loan Documents shall operate as a waiver t... | Label: No Waivers |
0cfced5b-8195-4715-bd9f-0cb8473a128f | Clause:
This Lease may be executed in two or more duplicate originals. Each duplicate original shall be deemed to be an original hereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignment... | Label: Counterparts |
e5f34f4c-cdd0-4005-97b3-78b491fc8df1 | Clause:
All tax returns required to be filed by or on behalf of PhotoMedex with respect to the Assets or any of them have been duly and timely filed, and all such tax returns are true, complete and correct. All taxes owed by or with respect to PhotoMedex (whether or not shown on any tax return) or for which PhotoMedex ... | Label: Taxes |
070e65af-da3e-4c22-adb6-0084e46818d3 | Clause:
The Employee agrees, by acceptance of the Award, that if the Employee breaches any provision of Sections 5(a), (b), (c), (d) or (e), in addition to any and all other remedies available to the Corporation, (i) the Award and all Restricted Shares subject to the Award and any rights with respect to the Award and s... | Label: Forfeitures |
a3874774-6102-41ee-ab6d-7ee665f1b3b1 | Clause:
Each Credit Party shall at all times maintain insurance upon its Inventory, Equipment, Foreign Accounts Receivable (or, to extent cancelled or modified, provide the Administrative Agent thirty (30) days’ (or such shorter period acceptable to the Administrative Agent in its sole discretion) prior written notice ... | Label: Insurances |
ecebde77-0c80-45cb-87db-a2ba1f2324b5 | Clause:
Wells Fargo has the corporate power and authority to execute, deliver and carry out the terms and provisions of this Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Agreement. Wells Fargo has duly executed and delivered this Agreement, and this Agr... | Label: Authorizations |
08f8505b-0eba-4bd9-ac69-1b1e7bcf4ef2 | Clause:
The representations and warranties made by it in the First Step Transfer Agreement as amended hereby are true and correct in all material respects (except that any representation and warranty that is qualified by materiality, Material Adverse Effect or similar language will be true and correct (after giving eff... | Label: Representations |
b1c6c64d-2c9d-4ea7-bbcd-8a1874316b9c | Clause:
The Executive shall be entitled to reimbursement by the Company for all necessary and reasonable travel, entertainment and other business expenses incurred by her in connection with her duties hereunder. The Company shall reimburse the Executive for all such expenses upon presentation of an itemized account and... | Label: Expenses |
c2f079db-169d-453f-b40b-2eaaec307f92 | Clause:
This Agreement together with the Plan supersede any and all other prior understandings and agreements, either oral or in writing, between the parties with respect to the subject matter hereof and constitute the sole and only agreements between the parties with respect to the said subject matter. All prior negot... | Label: Entire Agreements |
c32c5501-b74f-40b4-827a-fa76adbd4efd | Clause:
Menzel shall be paid an initial base salary of $546,000 per year in accordance with the Company’s normal payroll procedures. Increases in Menzel’s base salary, if any, shall be as approved by the Board or its compensation committee.
Task: Classify this clause into ONE of these types (exactly one label):
Adjus... | Label: Base Salary |
96c6dfbf-49fb-4625-976c-cbb71a03699e | Clause:
Except for litigation disclosed on Schedule 3.6 , there shall not exist any material litigation, investigation, bankruptcy or insolvency, injunction, order or claim affecting or relating to any Credit Party or any of its Subsidiaries or with respect to this Agreement and the other Credit Documents that has not ... | Label: Litigations |
e3093951-855d-43a9-ab96-481a17c6fed1 | Clause:
No report, financial statement, certificate or other written information furnished by or on behalf of any Loan Party to any Arranger, any Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or any other Loan Document (as modifi... | Label: Disclosures |
55a5e37d-365d-4021-8dc7-bf2db210b00a | Clause:
None of (a) the offering, issuance and sale by the Partnership of the Securities and the application of the proceeds therefrom, (b) the execution, delivery and performance of the Transaction Documents, or (c) the consummation of the transactions contemplated thereby (i) constitutes or will constitute a violatio... | Label: No Conflicts |
159ffd2d-af17-4d91-9242-7527a507af05 | Clause:
Each of the parties hereto hereby consents to the jurisdiction of all state and federal courts located in San Diego County, California, as well as to the jurisdiction of all courts to which an appeal may be taken from such courts, for the purpose of any suit, action, or other proceeding arising out of, or in co... | Label: Jurisdictions |
521d78a8-8b7a-4809-a19d-34bfb96241c3 | Clause:
The Borrower agrees to pay to the Administrative Agent, for its own account, an agency fee payable in the amount and at the times separately agreed upon between Company and the Administrative Agent.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Ant... | Label: Fees |
139cba62-26a5-4c61-b57f-0550ac562b8e | Clause:
EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN THE BOROUGH OF MANHATTAN AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT F... | Label: Consent To Jurisdiction |
1ad8f692-6d3a-454b-a36a-3f55fcb2a08f | Clause:
Each Borrowing Base Obligor shall keep accurate and complete records of its Inventory, including costs and daily withdrawals and additions, and shall submit to Agent inventory and reconciliation reports in form satisfactory to Agent, on such periodic basis as Agent may request. Each Borrowing Base Obligor shal... | Label: Records |
36e9562e-70b8-4230-8a54-4a2291020c82 | Clause:
Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law in any jurisdiction, such provision shall be ineffective only to the exten... | Label: Severability |
5812cc1d-aedc-4138-af50-ab51a7cfcb79 | Clause:
Notwithstanding any provisions of this Article IX to the contrary, each of the Parties acknowledges and agrees that the Transactions are unique and that, prior to and following the Closing, remedies at law, including monetary damages, will be inadequate in the event of a breach by it in the performance of its o... | Label: Remedies |
91d538c7-ea93-40cf-bd3a-73ec1b3625d8 | Clause:
Upon the payment in full and termination of the Security Agreements, the Secured Party shall execute, acknowledge and deliver to the Debtors an instrument in writing, prepared by debtors, in recordable form releasing the collateral pledge, grant, assignment, lien and security interest in the Patents and Tradema... | Label: Terminations |
2bc4552f-981c-45a9-8fe2-60059a36e898 | Clause:
From the Commencement Date until December 31, 2016, the Executive shall serve as the President and Chief Operating Officer of the Company, shall have the duties, responsibilities and authority commensurate with such positions and in that capacity shall have supervision and control over and responsibility for th... | Label: Positions |
3d3dfce7-5f43-4057-a6d8-1329b0699132 | Clause:
Each party hereto agrees to comply with, and be bound by, the confidentiality provisions of Section 20 of the MLS Intercreditor Agreement as if they were set forth herein.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicab... | Label: Confidentiality |
ddef7b76-b434-456c-8795-a3860a60bdaf | Clause:
If any provision of this Release is declared or determined by any court of competent jurisdiction to be illegal, invalid, or unenforceable, the legality, validity, and enforceability of the remaining parts, terms or provisions shall not be affected thereby, and said illegal, unenforceable, or invalid part, term... | Label: Survival |
24f790a1-d7f8-4bd7-a5da-a118e1eb394c | Clause:
The provisions of Section 8.3 shall survive the dissolution, liquidation, winding up and termination of 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, ... | Label: Survival |
4cb2a953-2427-42e6-b4a2-ff830ceb53eb | Clause:
The representations and warranties contained herein shall survive the closing and the delivery of the Shares for a period of 180 days following the Closing. The covenants contained herein shall survive the Closing indefinitely unless a specific covenant expires under its terms at an earlier time.
Task: Classif... | Label: Survival |
fed3b05b-8c5e-4dae-afa5-ac5f9f065fa0 | Clause:
No amendment or modification of any provision of this Agreement or any other Loan Document shall be effective unless the same shall be in writing and signed by the Lender and Borrower in their sole and absolute discretion, and then any such waiver or consent shall be effective only in the specific instance and ... | Label: Amendments |
b2156e5a-8e66-4257-8979-f807a2e4d484 | Clause:
One or more ERISA Events shall have occurred that, in the reasonable opinion of the Requisite Lenders, when taken together with all other such ERISA Events, could reasonably be expected to result in (i) a Material Adverse Effect or (ii) the imposition of a Lien on any properties of Holdings or its Subsidiaries ... | Label: Erisa |
826b14dd-1a05-48f9-ba29-e7b9e836848a | Clause:
This Amendment No. 2 may be executed by one or more of the parties hereto in any number of separate counterparts, and all of such counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of this Amendment No. 2 by facsimile or electronic transmission in portable document f... | Label: Counterparts |
b2a0ea97-53d9-48e0-bde2-d8d54179e6bf | Clause:
Borrower will not, and will not permit any Subsidiary to, directly or indirectly (a) declare, pay, make or set aside any amount for payment in respect of Subordinated Debt, except for payments made in full compliance with and expressly permitted under the Subordination Agreement, (b) amend or otherwise modify t... | Label: Payments |
777266da-118f-4530-9e3b-41c2e210a31b | Clause:
Notwithstanding the foregoing, the Company shall not be obligated to make any payments or provide any severance or other benefits described in Section 7(d), unless and until such time as the Executive has provided an irrevocable waiver and general release of claims (other than any claims for payments, benefits,... | Label: Releases |
de431f7d-20a6-431f-9f53-ff488840161a | Clause:
Except as disclosed in the SEC Documents (as defined below), no shares are reserved for issuance pursuant to the Company’s stock option plans, no shares are reserved for issuance pursuant to securities (other than the Securities) exercisable for, or convertible into or exchangeable for shares of Common Stock. A... | Label: Capitalization |
944ae344-6fa1-4bc1-b0e3-7aa43d16092d | Clause:
The payment of any amount pursuant to this Agreement shall be subject to applicable withholding and payroll taxes and such other deductions as may be required under the Company’s of Helius’ employee benefit plans, if any.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agre... | Label: Withholdings |
1e3dfe10-4f4d-44f1-a61c-3481dd0e9615 | Clause:
(a) If any Event of Default described in Section 20.01(d) , (e) , (f) , (g) or (l) shall occur, then to the extent permitted by law, this Lease and the Term and all rights of Tenant under this Lease shall expire and terminate on the date on which such Event of Default occurs, as if such date were the date herei... | Label: Remedies |
e29b6b26-db53-4af2-8b98-7c6bed7dba64 | Clause:
The execution, delivery and effectiveness of this Agreement shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender, the Administrative Agent or any other Person under any of the Loan Documents, or constitute a waiver or modification of any provision of an... | Label: No Waivers |
1120fc37-3bcf-4673-a76d-412a2d85b398 | Clause:
On the Effective Date, all reasonable costs, fees and expenses (including, without limitation, legal fees and expenses) payable under the terms of this Agreement (or any letter or other agreement with the Agents) to the Agents and the Lenders shall have been paid to the extent due.
Task: Classify this clause i... | Label: Fees |
484a8084-c16e-4ce2-a2bf-923f63f2f0bb | Clause:
Except as otherwise permitted under Section 6.3 or Section 6.4, each Borrower will, and will cause each of its Subsidiaries to, at all times preserve and keep in full force and effect such Person’s valid existence and good standing in its jurisdiction of organization and, except as could not reasonably be expec... | Label: Existence |
89e1f7d0-e8cd-4263-846c-71499d88e103 | Clause:
Service Recipient shall be responsible for all applicable state sales and use taxes required to be paid in connection with payment for Service Provider’s performance of the Services. Service Provider shall cooperate with Service Recipient in good faith and at Service Recipient’s expense in order to permit Servi... | Label: Taxes |
bc6bea3d-14dc-4603-bb6b-5e745c4ad9f7 | Clause:
ARTICLE and SECTION headings in this AGREEMENT are for the convenience of reference only and shall not constitute a part of the applicable LOAN DOCUMENTS for any other purpose.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, App... | Label: Headings |
9a586ced-9a05-46b5-b28d-373af9b34bf1 | Clause:
You agree that, during the Term and for a period of one year thereafter, that you shall not, in any communications with the press or other media or any customer, client or supplier of CBS or any of CBS’s affiliated companies, criticize, ridicule or make any statement which disparages or is derogatory of CBS or ... | Label: Non-Disparagement |
3f170318-952e-4ff5-989a-5b84b2571700 | Clause:
The Company and Parent on the one hand, and Consultant on the other, shall have the right to terminate the Engagement for any reason or for no reason prior to the Expiration Date, in accordance with Section 3.2 or 3.3, as applicable.
Task: Classify this clause into ONE of these types (exactly one label):
Adjus... | Label: Terms |
6c7c8f07-7444-47ed-9dbd-9234e7e5b27a | Clause:
No party may assign this Agreement without the prior written consent of the other parties, except as otherwise provided herein. Any purported assignment in violation of this Section 14 shall be void.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, A... | Label: Assignments |
3292bf5d-d8c2-4995-8f43-c445bd1b5ce5 | Clause:
If any term or provisions of this Agreement, or the application thereof to any person or circumstance, shall be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to persons or circumstances, other than those as to which it is held invalid, shall both be unaf... | Label: Severability |
5b95179e-6bc5-4d37-9ff9-b5b389598501 | Clause:
The Loan Parties agree to reimburse the Administrative Agent for all reasonable documented out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Agreement, including without limitation the reasonable documented fees and expenses of Moore ... | Label: Expenses |
befadbd4-d36a-4cb3-8b1e-460882155d0f | Clause:
During the Employment Period, Executive shall be employed in the business of the Employer and its affiliates. Executive shall serve the Employer as a senior corporate executive and shall have the title of Chief Executive Officer (“CEO”) of the Employer and, for so long as so elected, member of the Board of Dir... | Label: Duties |
753e89fe-3e25-4149-9f64-fadd59f8a13b | Clause:
Except with respect to injunctive relief which may be sought by the Company or Executive from a court in Harris County, Texas, to which the Parties hereby submit to personal jurisdiction, the Parties agree to resolve any and all claims or controversies past, present, or future arising out of or relating to this... | Label: Arbitration |
eaa7af42-ba05-4b7c-800f-2791d19e943a | Clause:
The failure by the Company or its agent to enforce any provision of this Policy at any time or from time to time, and with respect to any person or persons, shall not be construed to be a waiver of such provision, nor in any way limit the Company’s or its agent’s ability to enforce such provision in any situati... | Label: No Waivers |
b6ce1d17-a870-47e3-a65d-25283caaf0bf | Clause:
For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned, with the intention of binding himself/herself, his/her heirs, executors, administrators and assigns, does hereby release - and forever discharge First Solar, Inc., a Delaware corporation (the "Comp... | Label: Releases |
3ecfad65-dee0-46ab-997a-aca38c3f9cee | Clause:
This Agreement is a personal contract calling for the provision of unique services by Mr. Gjerdrum, and Mr. Gjerdrum’s rights and obligations hereunder may not be sold, transferred, assigned, pledged or hypothecated. The rights and obligations of the Company under this Agreement bind and run in favor of the suc... | Label: Binding Effects |
Subsets and Splits
No community queries yet
The top public SQL queries from the community will appear here once available.