id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
c9c6caf9-30c6-40bf-82c6-7ec107b2eaf5 | Clause:
Any notice or filing required or permitted under the Plan shall be sufficient if in writing and hand delivered, or sent by registered or certified mail, to any member of the Committee. Such notice shall be deemed given as of the date of delivery or, if delivery is made by mail, as of the date shown on the postm... | Label: Notices |
87dbdd5b-0a3f-4121-a236-e68932502066 | Clause:
Except as otherwise permitted under Section 6.3 or Section 6.4 , 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 expecte... | Label: Existence |
fcc32481-76b0-42b0-abb8-376404829b6b | Clause:
No Loan Party shall, and shall not permit any of their Subsidiaries to, enter into any arrangement, directly or indirectly, with any Person whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such... | Label: Sales |
5382b963-da7d-4039-b496-0fedb005d671 | Clause:
This Agreement, together with the Employee Obligations Agreement, constitutes the entire understanding between the Company and the Employee relating to the subject matter hereof on and after January 1, 2015 and supersedes and cancels all prior and contemporaneous written and oral agreements and understandings w... | Label: Entire Agreements |
f5f6ddbd-58d2-445e-9c71-4a0df1ef813f | Clause:
This Security Instrument may be executed in any number of duplicate originals and each duplicate original shall be deemed to be an original. This Security Instrument may be executed in several counterparts, each of which counterpart shall be deemed an original instrument and all of which together shall constitu... | Label: Counterparts |
cb347504-0496-4e06-bbd5-127d4f2d729f | Clause:
This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Agreement by facsimile ... | Label: Counterparts |
65c69e91-f561-4bee-8a16-042aeca79b57 | Clause:
TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH LOAN PARTY, BY EXECUTION HEREOF, KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THIS ADDENDUM OR ANY COURSE OF CONDUCT, COURSE OF DEAL... | Label: Waiver Of Jury Trials |
1d02f260-4ceb-4faf-85e4-25a3c9428b2c | Clause:
This Agreement contains the entire agreement between the parties relating to the subject matter hereof. No modification, alteration or amendment of this Agreement and no waiver of any provision hereof may be made unless such modification, alteration, amendment, or waiver is set forth in writing signed by the pa... | Label: Entire Agreements |
b898279a-c95f-4206-82be-6c95a4009c4f | Clause:
(a) This Agreement is personal to the Consultant and, without the prior written consent of the Company, shall not be assignable by the Consultant.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbit... | Label: Successors |
cf5962ff-1cbd-4747-adf0-3417089717b3 | Clause:
No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated hereby based upon arrangements made by or on behalf of the Company.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agre... | Label: Brokers |
c43ec7f1-e527-4cd3-bd4a-70904ed77131 | Clause:
Each Party shall provide the other Party all reasonable coordination, assistance and cooperation in the patent prosecution efforts under this Agreement, including providing any necessary powers of attorney and executing any other required documents or instruments for such prosecution.
Task: Classify this claus... | Label: Cooperation |
e575e6ef-d1ff-45ed-b896-8bc3afde6817 | Clause:
The closing shall be on April 21, 2017, at which time the deliveries provided for herein shall be made. If no deliveries need be made, the closing shall occur upon execution of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corr... | Label: Closings |
63141285-45a5-4ab7-955c-bf2d075f4e19 | Clause:
The validity, construction, interpretation and enforceability of these Terms shall be determined and governed by the laws of the State of Ohio without giving effect to the principles of conflicts of law.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments... | Label: Applicable Laws |
72a0d6d1-ffef-4b68-a09c-11d650ececd2 | Clause:
Except as specifically set forth in this Section 1(c), during the Employment Period, Roberts shall devote his entire time, attention, energies and business efforts to the affairs of Altimmune. Except as set forth below, during the Employment Period, Roberts shall not, without the prior written consent of the Bo... | Label: Compliance With Laws |
f0d3eaa1-ee99-4dd5-9448-d4cb55d5db52 | Clause:
If Buyer determines that the results of any inspection, test, examination or review do not meet Buyer’s criteria, in its sole discretion, for the purchase, financing or operation of the Property in the manner contemplated by Buyer, or Buyer otherwise determines in its sole discretion for any or no reason not to... | Label: Approvals |
53f3727b-71c9-4336-bd87-fc20624a80a5 | Clause:
In all respects, including all matters of construction, validity or performance, this Amendment shall be governed by, and construed and enforced in accordance with, the laws of the State of New York.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, An... | Label: Governing Laws |
0374ffe7-85ad-451b-9927-8e996a34a6ac | Clause:
This Agreement supersedes the Current Employment Agreement as in effect prior to the Effective Date. This Agreement also supersedes any representation, promises or understanding that was made or entered into in connection with negotiating this Agreement. In the event of any inconsistency between this Agreement ... | Label: Entire Agreements |
742ebe01-acc2-46bc-8ec6-0515559a5320 | Clause:
Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural person), a Defaulting Lend... | Label: Participations |
2a35bf65-ebca-4da2-9e1e-09dfda6f34cb | Clause:
This Amendment may be amended, modified or supplemented only by a writing signed by the Administrative Agent, the Required Lenders and the Borrower; provided that any amendment or modification that would require the consent of all Lenders or all affected Lenders if made under the Credit Agreement shall require ... | Label: Amendments |
e7366df3-2d71-4094-a551-935e805728a3 | Clause:
Any provision of any Loan Document held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions thereof; and... | Label: Severability |
f6213766-cbff-4007-b3e9-36a26436fb6e | Clause:
This Agreement sets forth the entire understanding and agreement of the Parties hereto, and shall supersede any other agreements and understandings (written or oral) between Seller and Purchaser on or prior to the date of this Agreement with respect to the transaction contemplated in this Agreement.
Task: Clas... | Label: Entire Agreements |
5a894c6e-fdaa-4f45-8311-a4e9b9af3182 | Clause:
This Plan and all determinations made and actions taken under the Plan, to the extent not otherwise governed by ERISA, the Code or the laws of the United States, shall be governed by, and construed in accordance with, the laws of the State of Delaware without giving effect to principles of conflicts of laws.
T... | Label: Governing Laws |
52310d44-45de-4dc4-a2b6-1ac05462a758 | Clause:
Except as provided in Paragraph 16, this Agreement is the entire agreement between the Parties. Except as provided herein, this Agreement supersedes any and all prior oral or written promises or agreements between the Parties. Executive acknowledges that Executive has not relied on any promise, representation... | Label: Entire Agreements |
ce932e10-782f-4941-9a15-ddcaef5c6a4c | Clause:
This Employment Agreement may be modified or amended only by a written agreement signed b y the Board (or an offi c er autho riz ed by the Board to act in this matter) and Executive .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption La... | Label: Amendments |
e0aa2460-adf0-4b05-a7a3-eb9bc7309b2b | Clause:
THE GRANTOR HEREBY IRREVOCABLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF ANY U.S. FEDERAL OR STATE COURT SITTING IN THE COMMONWEALTH OF PENNSYLVANIA IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS SECURITY AGREEMENT OR ANY OTHER LOAN DOCUMENT OR FOR RECOGNITION OR... | Label: Consent To Jurisdiction |
dc4b0a42-705b-4c11-bbce-29b0efbed904 | Clause:
All payments to Employee under this Agreement will be subject to withholding on account of federal, state and local taxes as required by law.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitratio... | Label: Withholdings |
25347998-5030-4b6f-a2b0-8b46f98bcf9a | Clause:
Notwithstanding anything set forth herein to the contrary, effective as of the Closing Time, in consideration of the mutual covenants and agreements contained herein, Releasor hereby irrevocably releases and forever discharges the Company and each of its affiliates and subsidiaries and its individual, joint or ... | Label: Releases |
c6b40080-f612-4258-b63a-a00851373071 | Clause:
This Agreement will be effective as of the Closing Date and, except as otherwise set forth herein will continue in effect thereafter until the earlier of (a) the time when no shares of Company Common Stock are held by the Investor or any other Holder and (b) its termination by the consent of all parties hereto ... | Label: Terms |
1bf315e0-d7be-475e-98cb-e2b43f386819 | Clause:
As of the date hereof, the authorized capital stock of the Company consists of: (i) 1,990,000,000 shares of Common Stock, of which approximately 488,376,582 shares are issued and outstanding; and (ii) 201,000 shares of preferred stock, of which 66,000 are issued and outstanding. Except as disclosed in the SEC D... | Label: Capitalization |
3fbb6cab-1ff4-45a6-bd7c-525d66e32aca | Clause:
The Parent and the Borrower will, and will cause each of the other Restricted Subsidiaries to, (a) keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted, and (b) maintain, with financially sound and reputable insurance compani... | Label: Insurances |
a9f20cdf-a916-4db3-b68b-f305b477e8a0 | Clause:
The closing (the “ Closing ”) of the purchase and sale of the Note shall take place on the date of this Agreement or at such later time as the Company and the Lender agree upon orally or in writing. At the Closing, the Lender shall deliver the Purchase Price to the Company by wire transfer of immediately availa... | Label: Closings |
be8fc252-9c9a-4b56-ba7a-ffbeb231df48 | Clause:
This Agreement contains the entire agreement of the parties relating to the subject matter hereof. This Agreement and its terms may not be changed orally but only by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification, extension or discharge is sought.
Task... | Label: Entire Agreements |
c39f3521-a522-40df-a4c5-8182b5b6d1aa | Clause:
Ten (10) years and Ten (10) months (“Term”) commencing on the Commencement Date (as defined in Section 3 herein).
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: Terms |
da01f6f4-e8b5-4943-b2da-efb11a23ac35 | Clause:
This Agreement and all non-contractual or other obligations arising out of or in connection with it shall be governed by and construed in accordance with English law, without reference to its principles of conflicts of law.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Ag... | Label: Governing Laws |
3e319ebb-dda2-4651-aecd-62eb23c1a503 | Clause:
Section 8(k) of the 2016 Securities Purchase Agreement and Section 8(k) of the 2017 Securities Purchase Agreement are each incorporated herein by reference mutatis mutandis and shall apply to this Agreement, the Amended and Restated Notes and the transactions contemplated thereby.
Task: Classify this clause in... | Label: Indemnifications |
967f06e9-38f0-44f1-b94d-4ed6b1f59bf9 | Clause:
The Company shall pay Employee an initial annual salary of $430,000.00 (“ Base Salary ”), reflecting an increase effective October 13, 2017 from his current base salary of $324,450 and payable in accordance with the normal payroll practices of the Company. The Employee’s Base Salary will be reviewed and be subj... | Label: Base Salary |
d9f12973-acdf-4570-bf14-9adf7216efd5 | Clause:
Each Borrower will not, and will not permit any Loan Party Subsidiary to, create, incur, assume, or suffer to exist, directly or indirectly, any Lien on or with respect to any of its assets, of any kind, whether now owned or hereafter acquired, or any income or profits therefrom, except for Permitted Liens.
Ta... | Label: Liens |
f5a86167-4edc-482b-ba27-b58ed293379b | Clause:
The parties hereto agree that each of them and/or their respective counsel have reviewed and have had an opportunity to revise this Agreement and the schedules and exhibits attached hereto. This Agreement shall be construed according to its fair meaning and not strictly for or against any party. The word “inclu... | Label: Construction |
48fb20f7-220c-4f3b-96f2-c6a085c626ac | Clause:
Each capitalized term used herein shall, unless otherwise defined herein, have the meaning specified in the Credit Agreement and the rules of construction set forth in Section 1.2 [Construction] of the Credit Agreement shall apply to this Agreement.
Task: Classify this clause into ONE of these types (exactly o... | Label: Defined Terms |
e118d8f4-c2c9-4fef-abe6-1516be915fe0 | Clause:
This Amendment may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Amendment shall become effective when it shall have been executed by the Administr... | Label: Counterparts |
f5cad8ca-3aa9-402e-9ddd-e238c4fb3c5f | Clause:
The Seller or Guarantor shall continue to maintain, for Seller and its Subsidiaries, Fidelity Insurance in an aggregate amount at least equal to $300,000. The Seller or Guarantor shall maintain, for Seller and its Subsidiaries, Fidelity Insurance in respect of its officers, employees and agents, with respect t... | Label: Insurances |
6578c9bd-b94c-403b-82f6-8a0fd35b7812 | Clause:
Whether or not the transactions contemplated by this Agreement are consummated, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be borne by the party incurring such expenses .
Task: Classify this clause into ONE of these types (exactly one label)... | Label: Expenses |
93985c4a-98b2-4f18-be7d-68d9cd6b61d9 | Clause:
If required by applicable securities laws or order of a securities regulatory authority, stock exchange or other regulatory authority, OWNER will execute, deliver, file and otherwise assist MRGE in filing such reports, undertakings and other documents as may be required with respect to the issuance of the Excha... | Label: Cooperation |
c9207178-de3b-4e70-a207-240f4d11069c | Clause:
The Company has no liabilities or obligations, absolute or contingent (individually or in the aggregate), except (i) liabilities and obligations incurred after October 31, 2016 in the ordinary course of business that are not material and (ii) obligations under contracts made in the ordinary course of business t... | Label: Financial Statements |
481ad4e6-ef3f-47e4-9601-78728981567c | Clause:
Subject to the terms and conditions and within the limitations of the Plan, Stock Options shall be evidenced by such form of agreement or grant as is approved by the Committee, and the Committee may (i) modify, extend or renew outstanding Stock Options granted under the Plan (provided that the rights of a Parti... | Label: Modifications |
a83a9c76-1120-43f5-8c62-c8d5e17aec49 | Clause:
Should any provision of this Agreement, other than the release contained in Section 5 and subject to Section 8 above when applicable, be declared or be determined by any court of competent jurisdiction to be illegal or invalid, the validity of the remaining parts, terms, or provisions shall not be affected ther... | Label: Severability |
ee8654c4-6454-4e26-861c-ad3eacb3deb2 | Clause:
Blackstone has ordered title insurance commitments from the Title Company (the “ Title Commitments ”) for the issuance of the Title Policies for each of the Properties, together with complete, legible copies of all requirement and exception documents referenced in each such Title Commitment and Steadfast has de... | Label: Titles |
5ef7e9a9-a4d2-48e7-888d-4d8733a76191 | Clause:
The Company hereby represents and warrants to each Purchaser that, except as set forth on the Disclosure Schedule attached as Exhibit E to this Agreement or as otherwise disclosed pursuant to the Merger Agreement, which exceptions shall be deemed to be part of the representations and warranties made hereunder, ... | Label: Representations |
1d8a05a2-8264-4071-8f9a-45ca7f8918fc | Clause:
In reliance on the representations, warranties, covenants and agreements contained in this Fifth Amendment, the Loan Agreement shall be amended effective as of the Fifth Amendment Effective Date in the manner provided in this Section 2 .
Task: Classify this clause into ONE of these types (exactly one label):
A... | Label: Amendments |
07ce2bd4-bac4-46f8-9dde-d3ac216f9c57 | Clause:
Each of the Administrative Agent and the Lenders agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective managers, administrators, trustees, partners, directors, officers, employees, ag... | Label: Confidentiality |
f8c951e2-2f56-45e5-93e4-916f38127410 | Clause:
The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Person under the Purchase and Contribution Agreement or any other document, instrument or agreement executed in connection therewith, nor constitute a waiver of any provision contained ... | Label: No Waivers |
c0bc15f5-f2ca-4a1f-a02c-0384f075abac | Clause:
By accepting this award, the Grantee expressly warrants that he or she has a right to receive Shares under, and subject to the terms and conditions of, the Plan and this Agreement and Appendix A and B, and has received, read and understood the Plan and this Agreement and Appendix A and B. The Grantee understand... | Label: Amendments |
abbd7933-5e2c-4b61-955b-b356fb7d639c | Clause:
This Amendment shall be binding on and shall inure solely to the benefit of the parties hereto and their respective successors and assigns.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration,... | Label: Binding Effects |
e1393898-4df4-465b-92e1-92bfc453f46c | Clause:
ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT SHALL BE BROUGHT IN THE BANKRUPTCY COURT, AND, BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH LOAN PARTY HEREBY IRREVOCABLY ACCEPTS IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION OF THE BANKR... | Label: Jurisdictions |
65fd4957-d73a-4cca-badd-29bab4e4c981 | Clause:
This Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered shall constitute an original, but all of which, when taken together, shall constitute one and the same instrument. A set of counterparts execute... | Label: Counterparts |
d7356859-b109-41ee-b362-2e6e582d4ce8 | Clause:
This Agreement, each of the Notes and any other Loan Documents shall be governed by and construed in accordance with the Laws of the State of Ohio and the respective rights and obligations of the Borrowers and the Lenders shall be governed by Ohio Law.
Task: Classify this clause into ONE of these types (exactl... | Label: Governing Laws |
4adb148a-8d84-41dc-a818-ee506c04e0f5 | Clause:
This Agreement shall be governed by and construed in accordance with the laws of the State of Virginia without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Agreement shall be brought only in the state courts of N... | Label: Governing Laws |
1e13335b-9723-4f64-8c06-5a114980f5e9 | Clause:
Lessee hereby waives any statutory or common law rights of termination which may arise by reason of any damage to or destruction of any portion of the Leased Property.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable L... | Label: Waivers |
48d8e4bb-0f82-4ae6-a574-ac0c3d69242c | Clause:
All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by the... | Label: Warranties |
1c7110b8-dc77-4725-96e3-b741cb79c2ec | Clause:
The clauses and covenants contained in this Security Instrument that are construed by Section 254 of the New York Real Property Law shall be construed as provided in those sections. The additional clauses and covenants contained in this Security Instrument shall afford rights supplemental to and not exclusive o... | Label: Interpretations |
131e6c0b-5c24-4996-aefc-c448a365131c | Clause:
No member of the Board or Committee, and none of the chief executive officer or any other delegate or agent of the Committee shall be liable for any act, omission, interpretation, construction or determination made in connection with the Plan in good faith, and each person who is or shall have been a member of ... | Label: Indemnifications |
a5294e6a-c863-4537-b120-23d45cd4c0c1 | Clause:
Each of Holdings, the Borrowers and the other Restricted Subsidiaries owns or has the right to use all Intellectual Property that is used in or otherwise necessary for the operation of their respective businesses as currently conducted, except where the failure of the foregoing would not reasonably be expected ... | Label: Intellectual Property |
239bd700-8a7e-46fc-b1f9-e5c1508730ac | Clause:
Subject to Section 6.04, this Agreement shall continue to be effective until the Discharge of Senior Obligations shall have occurred. This is a continuing agreement of Lien subordination, and the Senior Secured Parties may continue, at any time and without notice to the Second Priority Representatives or any Se... | Label: Severability |
e5814b71-3c28-4328-b5b7-60956760560e | Clause:
(a) Each Note will bear interest at a fixed rate (a “Fixed Rate Note”) or at a floating rate (a “Floating Rate Note”).
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: Interests |
b0174dba-f27e-4c72-b788-bccbeb279e7c | Clause:
Participant shall pay, or make arrangements to pay, in a manner satisfactory to the Company, an amount equal to the amount of all applicable foreign, federal, state, provincial and local taxes that the Company is required to withhold at any time. In the absence of such arrangements, the Company or one of its Su... | Label: Withholdings |
5bb9ebb8-211b-4208-88ec-fc59853aeb1b | Clause:
Each of the financial statements and the related notes of the Company and its consolidated subsidiaries included or incorporated by reference in the Company SEC Documents comply in all material respects with the applicable requirements of the Securities Act, the Exchange Act, and the rules and regulations of th... | Label: Financial Statements |
ad2556b9-83bc-473b-acc4-adaf8dc35c7a | Clause:
Any notice to the Company under this Agreement shall be in writing to the following address or facsimile number: Human Resources - Executive Compensation, Comerica Incorporated, 1717 Main Street, MC 6515, Dallas, TX 75201; Facsimile Number: 214-462-4430. The Company will address any notice to the Optionee to th... | Label: Notices |
56369cc5-b74c-46b3-a55a-1a8fd6ea148b | Clause:
If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded ... | Label: Severability |
12c9dbc5-72e9-47a5-802d-daa7db128a7e | Clause:
The Partnership and its Subsidiaries are insured against such losses and risks and in such amounts as the Partnership believes in its sole discretion to be prudent for its businesses taken as a whole. The Partnership does not have any reason to believe that it or any Subsidiary will not be able to renew its exi... | Label: Insurances |
67cd3732-ce68-45fd-9c64-51ecb990b5da | Clause:
No waivers of any breach of this Agreement extended by Buyer to the Shareholder shall be construed as a waiver of any rights or remedies of Buyer with respect to any other shareholder of the Company who has executed an agreement substantially in the form of this Agreement with respect to Shares beneficially own... | Label: No Waivers |
3c8b3484-9484-42d1-9447-670699b811bb | Clause:
Each Loan Document executed, or to be executed, by each Loan Party has been, or will be, duly executed and delivered by such Loan Party and constitutes, or will constitute, a legal, valid and binding obligation of such Loan Party, enforceable against such Loan Party in accordance with its terms, except as limit... | Label: Enforceability |
e6560401-c6ed-47fb-9670-fbdbe85162cc | Clause:
Except for statements of fact, internal Company communications relating to the performance of the Company, disclosures required under applicable law or in connection with any legal proceedings with respect to which Executive is a party or witness, Executive will not make any disparaging remarks regarding the Co... | Label: Non-Disparagement |
5bc41e68-825e-4316-92ee-f18f09c008bd | Clause:
If Seller and Purchaser agree on the existence and Environmental Defect Value of any such Open Environmental Defect, then the Environmental Defect Value for such Open Environmental Defect shall be the agreed Environmental Defect Value for purposes of determining the Defect Adjustment, if any. Upon any such agre... | Label: Agreements |
f90df7c0-d03a-4058-99c3-5d3daa7e4507 | Clause:
In addition to the insurance required hereunder with respect to Collateral, maintain insurance with insurers reasonably satisfactory to Agent, with respect to the Properties, business and business interruption of Obligors and Subsidiaries of such type (including product liability, workers’ compensation, larceny... | Label: Insurances |
49c21685-5088-45f8-b11a-7b67ad073dcc | Clause:
Company shall use the net proceeds from the sale of Subordinated Notes for general corporate purposes, which may include financing organic growth and providing capital to the Bank.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws,... | Label: Use Of Proceeds |
79c82302-3c85-4365-9d1e-030c8e445ccf | Clause:
(a) The Company agrees to pay to CBNA for the account of each Lender a commitment fee in Dollars which shall accrue at the Applicable Rate on the average daily amount of the unused Commitment of such Lender during the period from and including the date hereof to but excluding the date on which such Commitment t... | Label: Fees |
0f77ce9c-ebba-4cbb-8466-66f6e56d2db8 | Clause:
EACH OF THE BORROWER, THE ADMINISTRATIVE AGENT, THE COLLATERAL AGENT AND THE LENDERS IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO ANY OF THE LOAN DOCUMENTS, THE ADVANCES, THE LETTERS OF CREDIT... | Label: Waiver Of Jury Trials |
d4771c7c-4d91-4d14-8eba-2dda70fb9a2f | Clause:
If the Executive’s employment is terminated by reason of the Executive’s Disability during the Employment Period, the Company shall timely pay or provide the Executive with the Accrued Obligations, the Pro Rata Incentive Award and the Other Benefits, at the time or times specified in Section 5(a)(1) and subject... | Label: Disability |
1f263758-6d03-405f-8bca-9ba36668cb3f | Clause:
Cooperate fully, completely and promptly with Buyer, its counsel, and all auditors in connection with providing Buyer at Seller’s expense all Seller audited and reviewed financial statements required by the Commission and Regulation S-X promulgated under the Securities Act for inclusion in the Buyer’s Form 8-K.... | Label: Financial Statements |
197f0927-c4d4-4602-af2c-464c46814d11 | Clause:
This Agreement shall be governed by, and construed and enforced in accordance with, the substantive and procedural laws of Pennsylvania without regard to rules governing conflicts of law.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruptio... | Label: Governing Laws |
888658a5-33af-4461-b3e1-b40284cda7cc | Clause:
Directly or indirectly use the proceeds of any Borrowing or Letter of Credit for any purpose which would breach the FCPA, the UK Bribery Act 2010, and/or other similar anti-corruption legislation in other jurisdictions.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreem... | Label: Anti-Corruption Laws |
ef2776a5-656a-4f87-a67c-27c8341358b2 | Clause:
This Agreement may be executed in two or more identical counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption L... | Label: Counterparts |
5de05d7a-ad28-4e82-9a55-1f119ba5543a | Clause:
Interest is payable monthly on the Payment Date of each month and shall be computed on the basis of a 360-day year for the actual number of days elapsed. In computing interest, (i) all payments received after 12:00 noon Eastern time on any day shall be deemed received at the opening of business on the next Busi... | Label: Payments |
3fb21079-4862-477f-a736-b55bf72c88b5 | Clause:
Participant hereby acknowledges and understands that he or she may suffer adverse tax consequences as a result of Participant’s receipt of, vesting in, or settlement of, the RSUs.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, ... | Label: Taxes |
7c129e7a-fd32-4fb7-b567-9a2aec7dadbe | Clause:
This Termination Agreement shall be governed by and interpreted and construed in accordance with the laws of the State of Arizona without regard to applicable choice of law provisions thereof. The parties hereto agree that any action, suit or proceeding arising out of or relating to this Termination Agreement o... | Label: Governing Laws |
e6858d8b-2c18-4a07-8613-92180fefc675 | Clause:
Each Loan Party will promptly execute any and all further documents, financing statements, agreements, title certificates, assignments and instruments, and take all such further actions (including the filing and recording of financing statements and other documents), which may be required under any Applicable L... | Label: Further Assurances |
1086a58f-84df-4c55-a433-d0b33d61bf2f | Clause:
The terms of this Agreement shall for all purposes be enforced, governed by, and construed in accordance with the laws of the State of New York without regard to its choice of law rules.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption... | Label: Governing Laws |
69c3f5fa-54e6-4dec-88a5-d83d55f215ca | Clause:
Each member of the ERISA Group is in compliance with its obligations under the minimum funding standards of ERISA and the Internal Revenue Code with respect to each Plan and is in compliance with the presently applicable provisions of ERISA and the Internal Revenue Code with respect to each Plan, except in each... | Label: Erisa |
d68fb615-1913-44d6-9b0f-c9535da8cacb | Clause:
In the event the Escrow Agent becomes involved in any claims, controversies, or legal proceedings in connection with this escrow, Purchaser and Seller jointly and severally agree to indemnify and hold the Escrow Agent harmless from all losses, costs, damages and expenses, including attorneys' fees suffered or i... | Label: Indemnity |
c1814f9e-6274-4d15-9793-bbc1f1550a4b | Clause:
This Plan was originally effective on January 1, 2012. This amended and restated Plan shall become effective January 1, 2017; provided, however, that the provisions of this amended and restated Plan with respect to Performance Goal(s) that are intended to qualify a Bonus as Performance-Based Compensation shall ... | Label: Effective Dates |
26470fc4-3439-453f-8945-de04470a4d35 | Clause:
During the Term, the Executive shall serve as the Chief Commercial Officer (CCO) of the Company, and shall perform the executive and administrative duties, functions and privileges incumbent with such position and such other duties as reasonably determined and assigned by the Chief Executive Officer of the Comp... | Label: Duties |
196c953e-d5de-44ba-ace0-0b0d15aa94a6 | Clause:
The Company, through action of the Personnel Committee of its Board of Directors, may, in its sole discretion, amend or terminate the Plan in whole or in part at any time. In addition, without limiting the foregoing, the Committee shall have the power to amend the Plan on behalf of the Company where such amendm... | Label: Amendments |
fad34773-cf38-44e9-967f-f0ab7d8925e7 | Clause:
The words “Landlord” and “Tenant” as used herein shall include the plural as well as the singular. The necessary grammatical changes required to make the provisions hereof apply either to corporations or partnerships or individuals, men or women, as the case may require, shall in all cases be assumed as though ... | Label: Terms |
9e2cce09-cb82-4481-ae8d-c9b38d7fd0be | Clause:
In case any provision of this Promissory Note is held by a court of competent jurisdiction to be excessive in scope or otherwise invalid or unenforceable, such provision shall be adjusted rather than voided, if possible, so that it is enforceable to the maximum extent possible, and the validity and enforceabili... | Label: Enforceability |
58594100-34ff-4d87-886e-9433d2dee96e | Clause:
To the Knowledge of the Seller, no representation or warranty made by the Seller in this Agreement, taken as a whole (and including any information contained on the Disclosure Schedules), contains any untrue statement of a material fact, or omits to state a material fact necessary to make the statements contain... | Label: Warranties |
11106a18-97c5-4223-b117-ba432e1f633e | Clause:
Assignor hereby assigns, transfers and conveys to Assignee all of Assignor’s right, title and interest as landlord or lessor in, to and under the Leases; provided, that Assignor reserves the right to receive and collect any rents due from the tenants under the Leases prior to the date hereof.
Task: Classify th... | Label: Assignments |
6d9602a3-3f76-4717-a607-e9a5208db9cc | Clause:
Each Party shall bear its own individual costs and attorneys’ fees incurred in resolution of this matter, including, without limitation, the negotiation of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicab... | Label: Costs |
c0b51f02-4aab-4bb1-b4c5-e04ca1fd0b59 | Clause:
All payments to be made by the Borrowers shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrowers hereunder shall be made to the Administrative Agent, for the account of the respective Lenders t... | Label: General |
414021f1-a95d-4701-85f7-0fc7bd7e3262 | Clause:
On the date of each Credit Extension, on each Settlement Date and on the date each Information Package or Interim Report is delivered to the Administrative Agent or any Lender hereunder, the Borrower shall be deemed to have certified that (i) all representations and warranties of the Borrower hereunder are true... | Label: Warranties |
a2045d7f-48f7-4612-b5d0-0ebcf5f103e7 | Clause:
The rights and remedies with respect to any breach of any representation and warranty made by any Lessee or the Buyer pursuant to Article IV and the provisions of Sections 8.4 , 8.5 , 8.6 , 8.8 , 8.9 , 8.10 , 8.11 , 8.12 and 8.14 shall survive any termination of this Agreement.
Task: Classify this clause into ... | Label: Survival |
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