id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
5b1259ed-0fe7-47ec-8d70-d5defccc979b | Clause:
Vesting of a Performance Share will be accelerated upon a Participant’s separation from service with an Employer following the Effective Time (i) due to such Participant’s death or Disability, (ii) by the Company without Cause, or (iii) by such Participant for Good Reason. Any performance-based vesting conditio... | Label: Vesting |
049c8271-666a-4872-8d7d-36d0bcf4b92a | Clause:
Any notice to the Company provided for in this Agreement will be addressed to it in care of its Secretary, John Bean Technologies Corporation, 70 West Madison Street, Suite 4400, Chicago, Illinois 60602, and any notice to the Employee (or other person entitled to receive the RSUs) will be addressed to such pers... | Label: Notices |
e3361346-0752-4be6-a5cb-adbfdcec6d84 | Clause:
For the purposes of this Section 3.01 , the term “Lender” includes the L/C Issuer and the term “applicable law” includes FATCA.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignment... | Label: Defined Terms |
9c40ad6a-60af-422c-b8fc-33b3d578e9e3 | Clause:
EACH OF PARENT, PURCHASER SUB AND THE COMPANY HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT (INCLUDING THOSE CONTEMPLATED BY THE LAST SENTEN... | Label: Waiver Of Jury Trials |
6d16c238-075d-4ffd-b436-8d40b7a3dab4 | Clause:
The section headings contained in this Separation Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Separation Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption ... | Label: Headings |
be2e337f-04b9-44a4-901d-351c0ff08395 | Clause:
The Borrower has not failed to disclose any material assumptions or liabilities or any other material information with respect to the Budget or the accuracy of such Budget. The Borrower has provided a written affirmation made by an appropriate financial officer of the Borrower to the Commitment Party affirming... | Label: Disclosures |
de49ac3f-c094-4d03-ad25-11430740e9b0 | Clause:
This Agreement may be executed in any number of counterparts and such counterparts may be exchanged by means of electronic mail or facsimile transmission, and each of such counterparts shall be deemed an original but all of them together shall constitute one and the same instrument. In the event that counterpar... | Label: Counterparts |
0cd21a3b-6038-44be-882e-611295706f8d | Clause:
THIS TRADEMARK SECURITY AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED 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, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, A... | Label: Governing Laws |
4470b8dc-3222-4ca2-9d3e-e45d67f48312 | Clause:
Th i s Agre e ment may be amend e d b u t o n ly in a writing executed by author i z ed representatives of the Part i es .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Ass... | Label: Amendments |
c16bc9a5-12fb-4344-a5c8-2bd7c1ecb4e2 | Clause:
In the event any one or more of the provisions contained in this Deed of Trust should be held invalid, illegal or unenforceable in any respect, such provision shall be enforced to the maximum extent permitted by law and the validity, legality and enforceability of the remaining provisions contained herein shall... | Label: Severability |
370681b8-82f1-41a4-b9d8-a1c81571b148 | Clause:
Such LLC Optionholder has full power, authority and capacity to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby to be consummated by such LLC Optionholder. The execution and delivery of this Agreement by such LLC Optionholder, the ... | Label: Authority |
a7504ae6-0e81-4bdf-9e34-4e209193d363 | Clause:
Each of Holdings and the Borrower shall, and shall cause each of its Restricted Subsidiaries to comply, in all respects with all applicable Legal Requirements except where the failure to so comply could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change. Without... | Label: Compliance With Laws |
b04daa30-2b24-40b0-a47a-c2b5f6477180 | Clause:
EACH SELLER PARTY HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR ILLINOIS STATE COURT SITTING IN CHICAGO, ILLINOIS IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY DOCUMENT EXECUTED BY SUCH PERSON PURSUANT TO THIS AGREEMENT AND EACH SE... | Label: Consent To Jurisdiction |
d8903bbb-4a86-4845-a676-43e3ba2d3bd0 | Clause:
For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Loan Party hereby, for itself and its successors and assigns, fully and without reserve, releases, acquits, and forever discharges each Secured Party, its respective successors and assigns, officers, director... | Label: Releases |
47f8ca26-dc85-4cfa-b716-df0950f0f5bb | Clause:
The failure by the Company to fully and timely pay, deliver or perform any of its obligations under this Agreement when required (including, without limitation, the Transfer and Payment Obligations under SECTION 4 hereof and the Indenture amendment obligation under SECTION 6) shall constitute an immediate event... | Label: Remedies |
cf5cfdb5-0875-438b-acfa-4ffbf944de21 | Clause:
To the fullest extent permitted by law, each of the Borrowers and the other Loan Parties hereby waives and releases any claims that it may have against the Administrative Agent and the Arranger with respect to any breach or alleged breach of agency or fiduciary duty in connection with any aspect of any transact... | Label: Waivers |
ac9e3351-3bbc-4e94-a993-161f33409e37 | Clause:
The Plan shall take effect on the Effective Date, subject to approval by the stockholders of the Company as required by Section 423 of the Code, which approval must occur within twelve months of the adoption of the Plan by the Board.
Task: Classify this clause into ONE of these types (exactly one label):
Adjus... | Label: Effective Dates |
d4c6afe1-19ba-49e1-b787-2c7c67c5e430 | Clause:
This Agreement shall not be varied, altered, modified, canceled, changed or in any way amended except by mutual agreement in a written instrument executed by the parties or their legal representatives.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, ... | Label: Modifications |
8370c36c-b31b-4e6f-a26e-470fc13137d1 | Clause:
Each notice relating to this Agreement shall be deemed to have been given on the date it is received. Each notice to the Company shall be addressed to its principal Office in Eagle, Idaho, Attention: Compensation. Each notice to the Participant or any other person or persons entitled to receive a Settlement A... | Label: Notices |
7d767b72-bb48-4b98-b4d8-cb819a54d760 | Clause:
Whenever notice is required to be given under this Warrant, unless otherwise provided herein, such notice shall be given in accordance with the notice provisions contained in the Purchase Agreement. The Company shall provide the Holder with prompt written notice (i) immediately upon any adjustment of the Exerci... | Label: Notices |
79ef9646-3224-471a-80bb-a3f81705ad7a | Clause:
To the extent that the Lender incurs any costs or expenses in protecting or enforcing its rights under the Obligations or this Guaranty, including reasonable attorneys’ fees and the reasonable costs and expenses of litigation, such reasonable costs and expenses will be due on demand, will be included in the Obl... | Label: Costs |
db24bcd4-3a6d-49e1-88ec-1187d232b613 | Clause:
In addition to such other rights of indemnification as they may have as members of the Board, members of the Committee who administer the Plan shall be defended and indemnified by the Company, to the extent permitted by law, on an after-tax basis against (i) all reasonable expenses (including attorneys’ fees) a... | Label: Indemnifications |
371b225e-0e55-40f1-9b18-572f7f9a73e0 | Clause:
Seller shall not before or after Closing release or modify any Warranties and Guaranties, if any, except with the prior written consent of Purchaser.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Ar... | Label: Warranties |
0827895e-ddbe-4941-a5e2-e704a3b3b81e | Clause:
Each Loan Party and its Subsidiaries have filed or caused to be filed all United States federal, United Kingdom and other material Tax returns which are required to be filed by them and have paid all Taxes due pursuant to said returns or pursuant to any assessment received by such Loan Party or Subsidiary, exce... | Label: Taxes |
ea038d36-996c-4ae5-9648-316ff6a9524e | Clause:
GEP has an authorized capitalization of 100,000 common shares, of which 100,000 shares are issued and outstanding and owned and held in the name of the Shareholder. GEP has no securities outstanding now, nor will it have at the date of Closing, which are convertible into shares of any class of capital stock or ... | Label: Capitalization |
a68a8c0c-29ac-435a-8539-1816c2250ddf | Clause:
When a reference is made in this Agreement to a Section, Article, Exhibit or Schedule such reference shall be to a Section, Article, Exhibit or Schedule of this Agreement unless otherwise indicated. The table of contents and headings contained in this Agreement or in any Exhibit or Schedule are for convenience ... | Label: Interpretations |
fca21e1a-659e-4601-b91a-1de7ee285bb9 | Clause:
Each of the Company and its Subsidiaries is insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as the Company reasonably believes are prudent and customary for the businesses in which the Company and its Subsidiaries are engaged. All such insurance is fu... | Label: Insurances |
2a6e48a7-2fe3-4dae-84ec-8c1a1d70ed4f | Clause:
This Amendment shall be governed, construed, interpreted and enforced in accordance with the substantive laws of the State of Delaware, without reference to the principles of conflicts of law of Delaware or any other jurisdiction, and where applicable, the laws of the United States.
Task: Classify this clause ... | Label: Governing Laws |
ce9ccaf6-eeef-4b3e-a0af-c112021607d5 | Clause:
(a) Subject to the terms and conditions set forth in this Agreement and the Plan, the right of Employee to receive the Shares shall vest with respect to (i) 25% of the total number of Shares on February 28, 201__ and (ii) an additional 25% of the total number of Shares on February 28 of each of the three succee... | Label: Vesting |
0dffb593-dfb1-42dc-9aad-ca7be6d976fa | Clause:
Without the prior written consent of Landlord (which consent Landlord shall not unreasonably withhold, condition or delay, due consideration being given to the experience of the proposed assignee or subtenant in the conduct of businesses permitted by this Lease and also to the financial stature of such proposed... | Label: Assignments |
4210c5c0-7d4b-49e4-83ae-ed27c137f7c6 | Clause:
If an Account includes a charge for any tax payable to any Governmental Authority, Administrative Agent is authorized, in its sole discretion, to pay the amount thereof to the proper Governmental Authority for the account of the Borrowers and to charge the Borrowers therefor, except for taxes that (i) are being... | Label: Taxes |
cc6d0739-1249-4da9-8369-bf78b3922c25 | Clause:
Seller Parent and Seller, for themselves and their successors and assigns, on the one hand, and Buyer Parent and Buyer, for themselves and their successors and assigns, WACS, for itself and its successors and assigns, and the Partnership, for itself and its successors and assigns, on the other hand (collectivel... | Label: Releases |
1bddf195-3147-4249-baf8-4dc77501dc5c | Clause:
Each Party agrees and acknowledges that the other Parties do not have an adequate remedy at law for the breach by any such Party of its covenants and agreements set forth in this Agreement, and that any breach by any such Party of its covenants and agreements set forth in this Agreement would result in irrepara... | Label: Enforcements |
10622bd1-7f34-4457-85c6-7fcbdc460c41 | Clause:
Subject to earlier termination pursuant to Section 8 , the initial term of employment under this Agreement shall commence on the Effective Date and continue until December 31, 2018 (the “ Term ”).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-... | Label: Terms |
73e4a3f7-da25-4d55-bc00-bc2264f2f5ff | Clause:
The parties acknowledge that the terms and conditions of Liquor Escrow shall be conducted under Division 9 of the California Business & Professions Code. The Liquor Escrow Holder is hereby authorized and instructed to publish and record all required notices, handle creditor claims, and to obtain tax releases in... | Label: Compliance With Laws |
b245c2bb-dfdf-4580-b2e1-d3429d59ed45 | Clause:
Consultant will not use the Confidential Information for any purpose other than performance of this Agreement, and will treat the Confidential Information with at least the degree of care that it treats its own confidential information. Consultant will hold the Confidential Information in strict confidence.
T... | Label: Disclosures |
94ffc766-63af-4b90-bbfb-ec058f2e8d3d | Clause:
You agree to cooperate with Cerner by participating fully in an exit interview in the event you leave the employ of Cerner, whether voluntarily or involuntarily. You agree to give Cerner written notice of your intention to resign from employment at least ten (10) business days prior to the last day you intend t... | Label: Terminations |
ca3b2ff9-c16a-41f3-80fe-91408499a9e3 | Clause:
Your right to receive payments or benefits hereunder shall not be assignable or transferable, whether by pledge, creation of a security interest or otherwise, whether voluntary, involuntary, by operation of law or otherwise, other than a transfer by will or by the laws of descent or distribution, and in the eve... | Label: Successors |
bad75c75-5147-484c-b252-b7f0ce833550 | Clause:
The Parties understand and agree that this Agreement, including facts and circumstances and all matters related to the subject of this Agreement, and the terms or substance of this Agreement, shall forever be deemed confidential between the Parties. Except for tax authorities, accountants and attorneys, and as ... | Label: Confidentiality |
8a324ab6-e831-43b1-a8f3-7f39ace05a58 | Clause:
The validity and interpretation of this Agreement shall be governed by, and construed and enforced exclusively in accordance with, the laws of the State of California. Each of the parties hereto and their assigns hereby consents to the exclusive jurisdiction and venue of the Courts of the State of California, i... | Label: Governing Laws |
13f3db75-609e-4fdb-ae2a-46f938c795ed | Clause:
Lenders agree to indemnify Agent (to the extent not reimbursed by the Borrower hereunder and without limiting any obligations of the Borrower hereunder), and its officers, directors, agents, employees, advisors and counsel and their respective Affiliates (each such Person being an “ Agent Indemnitee ”) ratably,... | Label: Indemnifications |
7ffc9525-8066-49a3-93c0-459bcabf59cc | Clause:
Each Grantor shall use commercially reasonable efforts to ensure that each Material Agreement entered into after the date hereof (i) may be collaterally assigned to secure the Secured Obligations, and (ii) may, in the event of any exercise of remedies hereunder, be assigned to a purchaser in a foreclosure or ot... | Label: Agreements |
1b9066e8-ed45-4062-918e-e8150394d2de | Clause:
The execution, delivery and performance of this Agreement, and any other document or instrument contemplated hereby, by the Company and the issuance and sale by the Company of the Shares contemplated hereby, do not: (i) violate any provision of the COI or Bylaws, (ii) constitute an event of default under any ma... | Label: No Conflicts |
d8299338-1149-404e-baa9-057e2b39b5c5 | Clause:
Each Seller-Related Party has the requisite power and authority to enter into the Transaction Documents to which it is a party, and to carry out its obligations thereunder. The execution and delivery of the Transaction Documents and the performance of such Seller-Related Party’s obligations thereunder have been... | Label: Authorizations |
1dd38001-3841-4692-820d-99a45f84c8ca | Clause:
Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this A... | Label: Further Assurances |
39871c13-dfc0-4bdc-8937-8542035888a8 | Clause:
The capitalization of the Company is as set forth in the Incorporated Documents. The Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s stock option plans, the issuance o... | Label: Capitalization |
ced0382c-bf38-4b37-b191-a6b0788bf8fd | Clause:
The proceeds of the Loans and Letters of Credit shall be used by KCMH and/or its Subsidiaries’ to facilitate debt capital markets “fronting” arrangements pursuant to which KCMH or such Subsidiary is acting as the initial purchaser or lender of a debt instrument that has been reserved by KCMH or such Subsidiary ... | Label: Use Of Proceeds |
7598841f-47b9-4cb3-be2b-efef8997c233 | Clause:
WAIVER OF JURY TRIAL . To the maximum extent permitted by law, this Agreement is governed by and to be construed in accordance with the laws of the State of Pennsylvania, without regard to conflicts of laws principles thereof. The parties to this Agreement each hereby irrevocably submits to the non-exclusive ju... | Label: Governing Laws |
d94c90c2-8b88-458e-8018-e6494c6b59ab | Clause:
No third party approval or consent is required for Seller to enter into this Agreement or to consummate the transactions contemplated hereby. This Agreement and all documents required hereby to be executed by Seller are and shall be valid, legally binding obligations of and enforceable against Seller in accorda... | Label: Consents |
56e5f3b6-3ca0-4ded-9269-076b380e76d9 | Clause:
No public release or announcement concerning the transactions contemplated hereby shall be issued by any party without the prior consent of the other party (which consent shall not be unreasonably withheld, conditioned or delayed), except as such release or announcement may be required by Law or the rules or re... | Label: Publicity |
5c99f7ff-0aaa-4b74-b26c-213d9606bc32 | Clause:
The Purchase Price for the respective Put Shares shall be established at the end of the applicable Valuation Period. If the value of the Put Shares delivered to the Investor causes the Company to exceed the Maximum Commitment Amount, then immediately after the Valuation Period the Investor shall return to the C... | Label: Closings |
e81f7e65-9d58-43f9-b7b5-642550ab4eec | Clause:
The parties shall cooperate fully, as and to the extent reasonably requested by any other party, in connection with the filing of Tax Returns for Pre-Closing Tax Period and Straddle Period, obtaining Tax refunds (or credits) payable to the Securityholders pursuant to Section 7.5(a) and any Tax Matter. Such coop... | Label: Cooperation |
9bd100fb-d639-4832-8b2e-8302f6952d3a | Clause:
The execution, delivery and performance by the Loan Parties of each of the Loan Documents to which it is a party, and the borrowings hereunder and the Transactions (a) have been duly authorized by all corporate, stockholder, partnership or limited liability company action required to be obtained by the Loan Par... | Label: Authorizations |
1f5a3416-1206-4f97-af48-51f38af0f35e | Clause:
Borrower shall have paid to the Administrative Agent, for the account of each Lender, the Incremental Accrued Interest and any accrued Default Rate interest with respect thereto.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, A... | Label: Interests |
9539009e-569b-4b4d-8221-423d3b5a8634 | Clause:
As defined in Section 3.3(d) .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Ca... | Label: Taxes |
49c5eb17-8092-4e55-bc82-d98e2b8c3311 | Clause:
The Company shall indemnify the Holder(s) of the Registrable Securities to be sold pursuant to any registration statement hereunder and each person, if any, who controls such Holders within the meaning of Section 15 of the Securities Act or Section 20 (a) of the Securities Exchange Act of 1934, as amended (“ Ex... | Label: Indemnifications |
56954271-c329-4423-9be1-c8d1697f848c | Clause:
Although Lender shall have no obligation to make any Advance unless and until all of the conditions precedent to such Advance have been satisfied, Lender may, at its discretion, make such Advance prior to that time without waiving or releasing any of the Obligations.
Task: Classify this clause into ONE of thes... | Label: No Waivers |
3f0b5808-9d14-4f9f-ba1e-5a5e5d477083 | Clause:
This Amendment shall become effective as of the Effective Date upon (i) the execution and deliver of this Amendment by each of the parties hereto, and (ii) payment in full by Borrower to Administrative Agent of the Amendment Fee (as hereinafter defined).
Task: Classify this clause into ONE of these types (exac... | Label: Effectiveness |
e680e232-cd54-4e45-998e-1b845e2170d6 | Clause:
This Agreement is a legal, valid and binding obligation of Pledgor and is enforceable against Pledgor in accordance with its terms except as such enforceability may be limited by (i) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights gener... | Label: Enforceability |
f22e237a-6015-4a70-818d-63997079dc83 | Clause:
This First Amendment is entered into under, and shall be governed for all purposes by, the laws of the State of Texas, without reference to principles of conflict of laws.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicab... | Label: Applicable Laws |
ac9bebbe-4fd6-4357-8c78-f7e3d72d876c | Clause:
Any mortgage, deed of trust, pledge, hypothecation, security interest, encumbrance, lien, lease or charge of any kind, whether voluntarily incurred or arising by operation of law or otherwise, affecting any Sale Assets, including any written or oral agreement to give or grant any of the foregoing, any condition... | Label: Liens |
150d907f-bb38-478a-a9ba-ac9ca9191d47 | Clause:
By accepting this award, Participant expressly warrants that he or she has received the Option under the Plan, and has received, read and understood a description of the Plan. Participant understands that the Plan is discretionary in nature and may be amended, suspended or terminated by the Company at any time.... | Label: Amendments |
a3a132b8-a5b6-4485-957c-003f7916b6b9 | Clause:
The Executive will be paid a base salary at the initial rate of $300,000 per year (the “ Base Salary ”). Base Salary will be automatically increased by $25,000 per year on each anniversary of the Effective Date until the Base Salary has reached $350,000 per year and thereafter shall be subject to annual review ... | Label: Base Salary |
841fcfa7-d57a-4407-af04-80970090adab | Clause:
Officer’s employment may be terminated before the expiration of this Agreement as described in this Section 6, in which event Officer’s compensation and benefits shall terminate except as otherwise provided in this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, ... | Label: Terminations |
422b0a2e-a003-46f4-be82-bdb18c3e2137 | Clause:
This Agreement and the Plan constitute the entire agreement of the parties with regard to the subjects hereof. In the event of a conflict between the terms of this Agreement or the Plan with any employment agreement Recipient may have with the Company, the terms of this Agreement and the Plan will control.
Tas... | Label: Entire Agreements |
5b13277f-2230-4509-a68e-1942d1e0d5cc | Clause:
This Agreement may be executed in counterparts each of which shall be deemed an original and all of which taken together shall constitute one and the same agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Law... | Label: Counterparts |
8da20987-15df-4381-8605-ff60e1c9c60e | Clause:
Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or to secure other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status... | Label: Releases |
c04ab465-9d91-4039-9c3f-59835ec10653 | Clause:
At any time and from time to time, upon the written request of the Secured Party or its Representative, and at the sole expense of Debtors, Debtors will promptly and duly execute and deliver any and all such further instruments, documents and agreements and take such further actions as the Secured Party or its ... | Label: Further Assurances |
98f612ff-68c4-41cf-a093-6025b4886c14 | Clause:
This Agreement shall become effective as to any party to this Agreement when a counterpart hereof executed on behalf of such party shall have been delivered to the Agent and a counterpart hereof shall have been executed on behalf of the Agent, and thereafter shall be binding upon such party and the Agent and th... | Label: Binding Effects |
0797e8b2-6bc2-48e6-aa76-d8d166f53acf | Clause:
No waiver by the Executive or the Company at any time of any breach of, or compliance with, any provision of this Agreement to be performed by the other shall be deemed a waiver of that or any other provision at any subsequent time.
Task: Classify this clause into ONE of these types (exactly one label):
Adjust... | Label: Waivers |
e618db97-7f31-4de5-aa6d-88d8d528e203 | Clause:
Each Grantor agrees to pay promptly when due all property and other taxes, assessments and governmental charges or levies imposed upon, and all claims (including claims for labor, materials and supplies) against, any Collateral, all in accordance with the Credit Agreement.
Task: Classify this clause into ONE o... | Label: Taxes |
0f9b03fe-3823-48ff-aa9a-972f775a45d9 | Clause:
This Agreement shall inure to the benefit of and bind the permitted assignees, successors and representatives of the Parties, except that no assignment, transfer, pledge, mortgage or lease by or through either Party in violation of the provisions of this Agreement shall vest any rights in the assignee, transfer... | Label: Binding Effects |
8cd82ba9-9c95-4874-a89b-68a2ba8d6fea | Clause:
You agree to reimburse each of the Commitment Parties, from time to time on demand, for all reasonable out-of-pocket costs and expenses of the Commitment Parties, including, without limitation, reasonable legal fees and expenses, due diligence expenses and all printing, reproduction, document delivery, travel, ... | Label: Expenses |
e04f8149-c101-4b5b-91f2-7ddb34aa788b | Clause:
Licensee may terminate this Agreement upon sixty (60) days’ notice to Licensor for any or no reason. Upon any material breach of this Agreement by Licensee, Licensor may terminate this Agreement by providing sixty (60) days’ written notice to Licensee, specifying the material breach. The termination shall becom... | Label: Terminations |
3d4c5237-55e3-4d5a-8bab-8774cc62ec12 | Clause:
This First Amendment to Fifth Amendment and Waiver and all other agreements and documents executed and/or delivered in connection herewith have been prepared through the joint efforts of all of the parties hereto. Neither the provisions of this First Amendment to Fifth Amendment and Waiver or any such other agr... | Label: Construction |
f9ca4dd4-1a4b-4858-8cba-0d37cdb75dfb | Clause:
DePuy Synthes shall be responsible for all costs and expenses related to establishing, maintaining and training the DPS Commercial Personnel and conducting DePuy Synthes’ other activities under this Agreement, except as set forth in this Section 4 . Pacira shall be responsible for all costs and expenses related... | Label: Costs |
bb89f637-8d78-447e-9cf6-4ebba6f335ff | Clause:
Borrower and its Subsidiaries have conducted their businesses in compliance with the United States Foreign Corrupt Practices Act of 1977 and other similar anti‑corruption legislation in other jurisdictions applicable to Borrower and its Subsidiaries, and have instituted and maintained policies and procedures de... | Label: Anti-Corruption Laws |
79576718-ec7c-4ba5-b6e5-2a1ad6914a20 | Clause:
By executing and delivering an Assignment and Acceptance, the assigning Lender thereunder and the assignee thereunder confirm to and agree with each other and the other parties hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assigning Lender makes no representation or warra... | Label: Assignments |
3825900a-83ee-45ff-89f5-241d3ec8a14e | Clause:
This Agreement and the Ancillary Documents constitute the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein and therein, and supersede all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject mat... | Label: Entire Agreements |
4617311d-141e-4874-9130-04c9c5fba7d4 | Clause:
This Agreement may be executed in counterparts, and each counterpart shall have the same force and effect as an original and shall constitute an effective, binding agreement on the part of each of the undersigned. This Agreement may be executed via facsimile or e-mail and signatures delivered via facsimile or e... | Label: Counterparts |
7418b806-fdaf-4af8-93c0-3f5ed40a0cf9 | Clause:
Each provision of this Agreement is severable from the entire Agreement. In the event that any provision is declared invalid or unenforceable, that provision shall be amended if possible to be enforceable, but in any event, the remaining provisions of this Agreement shall remain in effect.
Task: Classify this ... | Label: Severability |
632c579c-f11a-42b4-b15c-8b5d6d8c81a7 | Clause:
Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by the Stockholder or any Stockholder Affiliate without the prior written consent of the Company or by the Company without the prior written consent of the Stockholder. Any purport... | Label: Assignments |
d242c84a-83d1-490f-9822-43268868dcae | Clause:
This Amendment may be executed in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. For purposes of determining whether a party has signed this Amendment or any document contemplated hereby or any amendment or waiver he... | Label: Counterparts |
c073b717-4610-4d49-88f8-3bb16fcf2789 | Clause:
Each of this Agreement, the Registration Rights Agreement and the Exemption Letter has been duly and validly authorized, executed and delivered by such Investor. Each of this Agreement and the Exemption Letter is valid, binding and enforceable against such Investor in accordance with its terms, subject to (i) b... | Label: Enforceability |
91d4b581-490a-4e5c-946b-df0506f4b84b | Clause:
The Company or a Participating Company (as appropriate) will pay the costs of establishing and administering the Plan. The Company may require each other Participating Company to reimburse the Company for any costs incurred in connection with the grant of Purchase Rights to, or exercise of Purchase Rights by, e... | Label: Costs |
aed5942f-a168-4e6b-9a78-b53abad76342 | 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 by this Agreement or based upon arrangements made by or on behalf of Seller or the Acquired Companies.
Task: Classify this clause into ONE of these types (ex... | Label: Brokers |
99e61e7e-5522-4f71-89f9-8e6049a32671 | Clause:
The execution, delivery and performance by the Company of the Transaction Documents and the consummation of the transactions contemplated hereby and thereby do not and will not: (i) conflict with or violate any provision of the Company’s certificate of incorporation or by-laws; (ii) conflict with, or constitute... | Label: No Conflicts |
0668ce49-b971-499a-801a-246dca904e67 | Clause:
Other than any Proceeding set forth on Schedule 4.12 of the Disclosure Schedule against, otherwise affecting or relating to such Rollover Holdco Member or Direct Rollover Member, there is no (i) Proceeding pending against, or, to the Knowledge of such Member, threatened against or affecting, such Member before... | Label: Litigations |
18673540-433f-451f-9a34-a2221a7f22c0 | Clause:
The consummation of the purchase and sale of the Shares and other transactions contemplated hereby (the “ Closing ”) shall take place (and shall be deemed to occur) electronically at 10:00 AM, New York City time on the third (3 rd ) business day following the date of this Agreement, or at such other place and t... | Label: Closings |
39c139b8-53a1-47e5-990c-ee0d6100ba51 | Clause:
The waiver by the Company or an Affiliate or Subsidiary of any provision of the Agreement shall not operate as or be construed to be a subsequent waiver of the same provision or waiver of any other provision hereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements... | Label: Waivers |
3f17d403-4aa0-4f6d-b61a-1dfe88a2a59a | Clause:
Each Restricted Stock/Restricted Stock Unit Award Agreement shall set forth the extent to which the Participant shall have the right to receive Restricted Stock and/or a Restricted Stock Unit payment following termination of the Participant's employment with or service on the Board of the Company and its Subsid... | Label: Terminations |
ca7c187a-ee7e-49d8-a314-98af22d41940 | Clause:
If any term, covenant, condition or provision of this Agreement, or the application thereof to any person or circumstance, to any extent shall be held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of the terms, covenants, conditions or provisions of this Agreement, or the ap... | Label: Severability |
30fef4bf-641f-457c-82a6-38a7ca80fbba | Clause:
Any notice required to be given or delivered to the Company under the terms of this Agreement shall be in writing and addressed to the Corporate Secretary of the Company at its principal corporate offices. Any notice required to be given or delivered to Grantee shall be in writing and addressed to Grantee at th... | Label: Notices |
8d6c1554-dbb5-44d7-9470-c6900ce820eb | Clause:
The Company hereby employs the Executive, and the Executive hereby accepts such employment, for an initial term commencing as of the Effective Date and continuing for a term of five years, through January 31, 2022 (the “ Termination Date ”) unless sooner terminated in accordance with the provisions of Section 5... | Label: Terms |
209fc2ed-2b59-44f6-83ee-2083ada2b0d5 | Clause:
In the event of a Change in Control during the Performance Period, the time-based vesting condition described in Paragraph 3(b) shall be completely satisfied and payment shall be made in respect of the Performance Shares based upon the extent to which the performance goals described in Paragraph 3(c) during the... | Label: Change In Control |
6542bf7c-c4ea-486a-9428-8d37c1aba40d | Clause:
This Amendment (including, but not limited to, the validity and enforceability hereof) shall be governed by, and construed 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, Anti-Corruption Laws, Ap... | Label: Governing Laws |
54b73d7d-c66f-4c25-b08c-71d00e33f63f | Clause:
To the extent applicable, conduct its Businesses in compliance, in all material respects, with (a) the Patriot Act, (b) any Sanctions, (c) the FCPA and (d) other applicable anti-corruption and anti-money laundering laws and maintain policies and procedures reasonably designed to prevent violation of any Sanctio... | Label: Sanctions |
6126c105-86a5-4d7b-84e4-3ee79d2dbeb2 | Clause:
The execution, delivery and performance of this Agreement and the other Loan Documents to which any of the Loan Parties is a party and the transactions contemplated hereby and thereby (i) are within the authority of the Loan Parties, (ii) have been duly authorized by all necessary actions on the part of the Loa... | Label: Authorizations |
e79ac42d-f588-4e7d-9a6f-fb415656a996 | Clause:
Each Borrower will deliver to Agent: (a) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated balance sheet, cash flow and income statement (including year-to-date results) covering Borrowers’ and its Consolidated Subsidiaries’ consolidated o... | Label: Financial Statements |
dda10b6a-ae04-412d-8ee2-3e6c9216ac64 | Clause:
If a Participant ceases to be a Service Provider as a result of the Participant’s Disability, the Participant may exercise his or her Option within such period of time as is specified in the Option Agreement to the extent the Option is vested on the date of termination (but in no event later than the expiration... | Label: Disability |
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