id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
3429c7d1-e2aa-455a-a679-fa455e2f5aed | Clause:
A Non-Employee Director may elect to defer the payment of Restricted Stock Units (“Deferral Election”) in a manner specified by the Committee and in accordance with this Section 11.2. If a Deferral Election is not timely made in accordance with this Section 11.2, such Deferral Election shall be considered void ... | Label: General |
465f516e-418f-4c55-841b-160e3b1145e0 | Clause:
This Agreement shall be binding upon, and shall inure to the benefit of, the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of his, her or its rights, interests, or obligations hereunder without the prior written approval of Buyer and... | Label: Assignments |
b07a423a-27f5-41ae-9005-29d4704d5cb2 | Clause:
Article 1 , this Article 4 , Section 10.6 , Article 11 , Article 12 , Article 14 , Article 15 , Article 16 and Article 17 shall survive termination or expiration of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws... | Label: Survival |
da1de245-ec25-4606-a8da-49440aa06692 | Clause:
The proceeds of (a) the Revolving Credit Loans shall be used solely (i) to finance Capital Expenditures, (ii) to finance Permitted Acquisitions, (ii) for working capital and general corporate purposes, and (iii) to make payments on the Seller Subordinated Debt on and after the Third Amendment Effective Date not... | Label: General |
43650a0c-1639-4743-9ca3-ab9a4547d3d9 | Clause:
None of (i) the execution and delivery by any Credit Party of this Amendment, (ii) the performance by any Credit Party of this Amendment or the Credit Agreement, to the extent such Credit Party is a party thereto, or (iii) compliance with the terms and provisions thereof, the Refinancing of the Existing Term B ... | Label: Authorizations |
85e3de4f-cc01-4109-bf67-27b3740dcde8 | Clause:
The Issuer shall pay to the Trustee from time to time compensation for its services hereunder and under the Notes as the Issuer and the Trustee shall from time to time agree in writing. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall ... | Label: Indemnity |
84fa2aa1-0225-4912-9a82-4c7c320afa34 | Clause:
The number of PRSUs awarded in Section 1.1 vesting, if any, shall be determined as of the PRSU Vesting Date. That number will be determined based on the level of attainment of the Performance Goals for the Performance Period, in accordance with the schedule determined by the Committee at the time the Performanc... | Label: Vesting |
c2ab4f1d-3db8-4940-9b25-b1d751f10a8d | Clause:
This Agreement (including this Section 7.3 ) may not be amended except by an instrument in writing executed and delivered by the Parties. The failure of any Party at any time or times to require performance of any provision hereof shall in no manner affect the right at a later time to enforce the same. No waive... | Label: Amendments |
78f01335-1b11-48dc-8aa9-b9961a7dc16f | Clause:
EACH OF THE LOAN PARTIES, ON ITS OWN BEHALF AND ON BEHALF OF ITS SUCCESSORS AND ASSIGNS (EACH OF THE FOREGOING, COLLECTIVELY, THE “ RELEASING PARTIES ”), HEREBY ACKNOWLEDGES AND STIPULATES THAT AS OF THE DATE OF THIS FIRST AMENDMENT, NONE OF THE RELEASING PARTIES HAS ANY CLAIMS, CAUSES OF ACTION, DEMANDS OR LIA... | Label: Releases |
2b7bbe12-81d5-450d-96ee-3bdbb05fdc1d | Clause:
All Fees due and payable shall have been paid.
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, Boo... | Label: Fees |
b0e5fd6a-8296-4dd9-9a62-f682abef33cf | Clause:
If the Employee shall become physically or mentally disabled so that the Employee is unable substantially to perform his services hereunder for (1) a period of 120 consecutive days, or (2) for shorter periods aggregating to 180 days during any twelve-month period, the Company may terminate the Employee’s employ... | Label: Disability |
5fccca59-552f-4b7c-a11a-5579ca233a9d | Clause:
Capitalized terms used and not defined in this Waiver shall have the respective meanings given them in the Debenture.
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: Definitions |
45ffda51-eb31-47dd-83ea-284af6752754 | Clause:
Any and all notices or other communications or deliveries hereunder (including, without limitation, any Exercise Notice) shall be in writing and shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via facsimile or confirmed e-mail at ... | Label: Notices |
1b8ea5cc-81a8-4c9c-8d94-3d569deaa720 | Clause:
Except as set forth in ARTICLE 8, each Party shall bear its own costs and expenses (including legal fees and expenses) incurred in connection with this Agreement and the transactions contemplated hereby.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendmen... | Label: Expenses |
1a29efa4-ba4c-4524-bb2b-fe740c16a6c9 | Clause:
Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company confirms that neither it nor any other Person acting on its behalf has provided any of the Purchasers or their agents or counsel with any information that it believes constitutes o... | Label: Disclosures |
a4498767-f55a-400a-bdf0-af7c2a0dd4e3 | Clause:
Each Loan Party will, and will cause each of its Subsidiaries to, pay in full before delinquency or before the expiration of any extension period all Taxes imposed, levied, or assessed against it, or any of its assets or in respect of any of its income, businesses, or franchises, other than Taxes not in excess ... | Label: Taxes |
2ab4331e-1bb1-4960-bf7e-9cfa7d3d617b | Clause:
The term of this Agreement will begin as of the Effective Date and will continue until the close of business on June 30, 2018.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments,... | Label: Terms |
16776f9a-a9ba-4b07-af4a-9aeca40dfa4b | Clause:
The terms of this Agreement and the transactions hereunder shall be interpreted in accordance with and governed by the laws of the State of California, U.S.A. and the Parties consent to the jurisdiction of the state and federal courts located therein. Any provision of this Agreement, which is prohibited or une... | Label: Governing Laws |
71cf91d1-c7e9-465b-9882-1cc287c14cf6 | Clause:
The Lender may sell participations to one or more Persons in or to all or a portion of its rights and obligations under this Loan Agreement (x) with respect to the Tranche A Advances, solely with the consent of the SBA and subject to the Multiparty Agreement, and (y) with respect to the Tranche B Advances provi... | Label: Participations |
05892db9-b540-47a6-850d-7732244eb14d | Clause:
Other than as contemplated by any of the Transaction Documents, the Company shall be entitled to employ or retain, or enter into a transaction or contract with a Member or an officer, employee or Affiliate of any Member, only after the Board of Managers has approved such transaction or contract subject to Secti... | Label: Transactions With Affiliates |
0692db62-403c-476c-9609-d46930a848db | Clause:
Each Participant must pay the Company, or make provision satisfactory to the Administrator for payment of, any taxes required by law to be withheld in connection with such Participant ’ s Awards by the date of the event creating the tax liability. The Company may deduct an amount sufficient to satisfy such tax ... | Label: Withholdings |
ed898ac1-6450-4e9c-8546-89dc631b9c3f | Clause:
This Amendment may be executed in several counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same instrument, and shall become effective when counterparts have been signed by each of the parties to this Amendment and delivered to the other... | Label: Counterparts |
7f5a6a2a-9511-41ed-b7be-07c3f9dcac12 | Clause:
Each of the Loan Parties and its Subsidiaries has filed, or caused to be filed, all federal income tax returns and all other material tax returns (federal, state, local and foreign) required to be filed and paid (a) all amounts of taxes shown thereon to be due (including interest and penalties) and (b) all othe... | Label: Taxes |
57a27d14-e3f9-46ce-93f8-68a398d7d564 | Clause:
The failure of Company to enforce at any time any terms, covenants or conditions of this Award Agreement shall not be construed to be a waiver of such terms, covenants or conditions or of any other provision. Any waiver or modification of the terms, covenants or conditions of this Award Agreement shall only be ... | Label: Waivers |
6c78e163-e34d-4396-b04e-226b8f2d5772 | Clause:
This Joinder shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to such state’s choice of law provisions which would require the application of the law of any other jurisdiction. By its execution and delivery of this Joinder, each of the Parties hereto here... | Label: Governing Laws |
71b3b20d-258c-429a-a14b-3bf49f2323f8 | Clause:
The Lenders shall have received (i) audited consolidated financial statements of APLP and its consolidated Subsidiaries for the 2015 and 2016 fiscal years, (ii) unaudited interim consolidated financial statements of APLP and its consolidated Subsidiaries for each fiscal quarter ended after the date of the lates... | Label: Financial Statements |
76346848-eba6-44b8-8007-1ca4fe45fb53 | Clause:
The Company shall cause the Executive to be paid an annual base salary (the “Base Salary”) as determined by the Board of Directors of ANC or its Compensation Committee (the “Compensation Committee”), which Base Salary, however, shall not be less than $585,000 per year, subject to all applicable withholdings. Th... | Label: Base Salary |
53cdd471-5d49-46c4-bc0b-167600ff7dab | Clause:
None of the Loan Parties or their ERISA Affiliates shall establish or be a party to any employee benefit plan within the meaning of Section 3(2) of ERISA that is a defined benefit pension plan that is subject to Part III of Subchapter D, Chapter 1, Subtitle A of the Code.
Task: Classify this clause into ONE of... | Label: Erisa |
8aa7a775-e7ae-4fd1-aa5f-242bf3670375 | Clause:
Landlord and Tenant hereby warrant to each other that they have had no dealings with any real estate broker or agent in connection with the negotiation of this Second Amendment other than CBRE, Inc. and The CAC Group, Inc. (the "Brokers") and that they know of no real estate broker or agent who is entitled to a... | Label: Brokers |
8ad1a939-b67c-4186-9e7c-66956880ef2c | Clause:
Either party may terminate this Agreement at any time, with or without cause. Sections 2 (subject to the limitations set forth in Section 2.c) through 9 of this Agreement and any remedies for breach of this Agreement shall survive any termination or expiration. Company may communicate such obligations to any ot... | Label: Terminations |
434fd848-cc4d-4de6-8331-2c535db62a94 | Clause:
This Agreement, together with the [Severance Policy] [Equity Plan, the Option Agreement and the Confidentiality Agreement], represents the entire agreement and understanding between the parties as to the subject matter herein and supersedes all prior or contemporaneous agreements whether written or oral. No wai... | Label: Integration |
c40c5e0c-449e-4e36-b058-94e16d326269 | Clause:
All covenants, agreements, representations and warranties made by any Loan Party herein, in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the ex... | Label: Survival |
73e55e59-836c-4cdf-bd11-eb67a7c7439f | Clause:
This Agreement contemplates personal services by Consultant, and Consultant cannot transfer or assign Consultant’s rights or obligations under this Agreement. Company cannot transfer or assign its rights or obligations under this Agreement.
Task: Classify this clause into ONE of these types (exactly one label)... | Label: Assignments |
002864d6-efd9-420f-9f3a-4322f2336298 | Clause:
If Executive should die during the Term of this Agreement, this Agreement shall immediately terminate effective on the date of Executive’s death.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitr... | Label: Death |
3d71a34b-6eb9-4684-83e5-cf7c05ffd04c | Clause:
At the end of the Valuation Period, the Purchase Price shall be established. 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 Company the surplus amount of Put Shares ... | Label: Closings |
4e85089b-eeb0-4421-b9de-cc26c015546a | Clause:
The Company shall deduct and withhold from any compensation payable to you any and all applicable federal, state, local, and foreign income and employment withholding taxes and any other amounts required to be deducted or withheld by the Company under applicable statutes, regulations, ordinances, or orders gove... | Label: Withholdings |
7fe213d7-8840-4e46-a415-5493517f500c | Clause:
The representations and warranties, covenants and obligations (including without limitations obligations of defense and indemnification) of Seller and Purchaser shall survive Closing or termination of this Agreement until the date which is twelve (12) months after the Closing Date (the “ Survival Period ”). Eac... | Label: Survival |
fa8e5ccc-5ac1-4255-8ad5-4b0c9738f7c7 | Clause:
Upon satisfaction of the conditions set forth herein, a closing shall occur at the principal offices of the Company, or such other location as the parties shall mutually agree. At closing, Holder shall deliver the Warrant to the Company and the Company shall deliver to such Holder a certificate representing the... | Label: Closings |
244adfa4-ffdb-499d-b9fe-3d3b5e4b2237 | Clause:
The Borrower (a) will, and will cause each Restricted Subsidiary to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges, franchises, and Intellectual Property, in each case that are material t... | Label: Existence |
ab306037-21fd-41cd-bbc3-e500858d9a9f | Clause:
At 11:00 a.m., New York City time, on or before March 27, 2017, or at such other time on such other date as may be agreed upon by the Company and the Placement Agent (such date of delivery and payment is hereinafter referred to as the “ Closing Date ”), at the office of Golenbock Eiseman Assor Bell & Peskoe LLP... | Label: Closings |
d6fb3e47-bdfa-43f8-8aa0-101bf7e0c026 | Clause:
The Qualified ESPP shall be governed by Maryland law except to the extent that such law is preempted by federal law.
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: Governing Laws |
0c4e020e-6f49-4ca6-838d-f3c4d2d3d25c | Clause:
Section headings used in this Agreement are for convenience only and shall not affect the meaning or construction 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, Assign... | Label: Headings |
4ca4f17d-dd95-4c20-b837-72c88826f904 | Clause:
Consultant is not party to any agreement that would conflict with the terms of this Agreement or that would prohibit Consultant from rendering the Services.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approv... | Label: No Conflicts |
c970a82c-989d-4124-9dbe-93c018343a48 | Clause:
It shall be the duty of the Committee to conduct the general administration of the Plan in accordance with its provisions. The Committee shall have the power to interpret the Plan and Award Agreements, and to adopt such rules for the administration, interpretation and application of the Plan as are not inconsis... | Label: Duties |
4ba6aaed-ec43-4ea5-8146-3e68b064acb9 | Clause:
All notices and other communications under this Restricted Share Unit Agreement shall be in writing and shall be given by facsimile or first class mail, certified or registered with return receipt requested, and shall be deemed to have been duly given three days after mailing or 24 hours after transmission by f... | Label: Notices |
db04e8b8-4ede-4e4e-b0e7-2a736dfb969c | Clause:
No interest of any Participant, spouse or Beneficiary under this Plan and no benefit payable hereunder shall be assigned as security for a loan, and any such purported assignment shall be null, void and of no effect, nor shall any such interest or any such benefit be subject in any manner, either voluntarily or... | Label: Assignments |
20719924-e8ac-4e62-abc9-4918fab5502e | Clause:
Borrower promises to pay to Lender, within five (5) business days after written notice from Lender, all out-of-pocket costs, expenses, disbursements, property taxes, escrow fees, title charges and legal fees and expenses actually incurred by Lender or its counsel (which must be reasonable provided no Event of D... | Label: Costs |
4908bc06-0204-4daf-8482-812ba9bea86c | Clause:
The Administrator may accelerate the vesting of all or a portion of the Option in such circumstances as it, in its sole discretion, may determine. Participant acknowledges that the Option is subject to adjustment, modification and termination in certain events as provided in this Agreement and the Plan, includi... | Label: Adjustments |
5e5a1d85-a5c2-4411-be8c-56f1d0d8aa85 | Clause:
The institution of any litigation, arbitration proceeding or governmental proceeding against the Borrower.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority,... | Label: Litigations |
7f28adf4-3589-452b-8332-a6e82f443373 | Clause:
This Agreement shall inure to the benefit of and be binding upon SemGroup and its successors and assigns. SemGroup will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of SemGroup (or the Employer during an... | Label: Successors |
de876006-f7ab-4dbe-9062-652215dbc478 | Clause:
Following the Closing, the Parties shall each (i) take all further action as may be required or reasonably requested by the Collateral Agent pursuant to the FPS LLC Pledge Agreement in connection with the transfer of the Class A Units of FPS LLC pursuant to this Agreement and (ii) execute and deliver such addit... | Label: Further Assurances |
fbbb7b9c-d4ad-4007-82b2-f1db6345ab3b | Clause:
Notwithstanding anything to the contrary contained herein, this Agreement shall automatically terminate, and none of Purchaser, the Company or Holder shall have any rights or obligations hereunder, upon the earliest to occur of (i) the mutual written consent of Purchaser, the Company and Holder, (ii) the Closin... | Label: Terminations |
7b22e74a-95b9-4882-8280-4419a10af829 | Clause:
Each Loan Party has disclosed to the Lender all agreements, instruments, and corporate or other restrictions to which it or any of its Subsidiaries is subject, and all other matters actually known to any Responsible Officer of such Loan Party, that, individually or in the aggregate, would reasonably be expected... | Label: Disclosures |
d1ccfe4c-6372-4318-a6ff-329f4ec48a94 | Clause:
Any Lender may at any time, without the consent of, or notice to, the Borrower or the Agent, sell participations to any Person (other than a natural Person, the Borrower or any of the Borrower’s Affiliates or Subsidiaries or any Disqualified Institution) (each, a “ Participant ”) in all or a portion of such Len... | Label: Participations |
fc22b855-001b-4f02-8b2c-0f610cbbe64e | Clause:
It shall be the duty of the Administrator to conduct the general administration of the Plan in accordance with its provisions. The Administrator shall have the power to interpret the Plan, all Programs and Award Agreements, and to adopt such rules for the administration, interpretation and application of the Pl... | Label: Duties |
bd7c13f1-23cf-46bc-9f52-4d06f406f895 | Clause:
As of the Effective Date, no Borrower is nor will be (1) an employee benefit plan subject to Title I of ERISA, (2) a plan or account subject to Section 4975 of the Internal Revenue Code; (3) an entity deemed to hold “plan assets” of any such plans or accounts for purposes of ERISA or the Internal Revenue Code; ... | Label: Erisa |
bfbee27a-5f09-4f9a-afbd-12e106d7872f | Clause:
This Amendment shall be governed by and construed in accordance with the laws of the state of New York, without regard to any conflict of laws provisions thereof .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws,... | Label: Governing Laws |
fb4128da-c453-41d1-a185-a8d5896d8098 | Clause:
The Transferor and each of its ERISA Affiliates is in compliance in all material respects with ERISA and no ERISA lien exists on any of the Receivables. The Transferor is not aware of any judgment lien or tax lien filings against the Transferor that have not been addressed in a manner consented to in writing by... | Label: Erisa |
0526a5a9-023c-4367-b7b2-a55b75d3fc78 | Clause:
To the fullest extent permitted by law, the Grantor hereby irrevocably and unconditionally waives and releases (a) all benefits that might accrue to the Grantor by virtue of any present or future moratorium law or other law exempting the Collateral from attachment, levy or sale on execution or providing for any... | Label: Notices |
68ce09a6-64a0-4cad-a709-eebcc9674417 | Clause:
Lender hereby waives all accrued and unpaid interest due under the the Note up to the date of this Modification and further waives the accrual of interest through and including December 31, 2017. Commencing January 1, 2018 and continuing thereafter until the Note is paid in full, the unpaid principal balance of... | Label: Interests |
2a89ce15-762d-4336-b90a-9c60a49adfb9 | Clause:
This Agreement shall be construed, interpreted and enforced in accordance with the internal laws of the State of Delaware, without regard to any applicable conflicts of law provisions.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption L... | Label: Governing Laws |
92fb44a1-aa1c-4bd6-9f7f-8ab1789f7e0c | Clause:
In consideration of the Buyer’s execution and delivery of this Agreement and acquiring the Securities hereunder, and in addition to all of the Company’s other obligations under this Agreement and the Note, the Company shall defend, protect, indemnify and hold harmless the Buyer and its stockholders, partners, m... | Label: Indemnifications |
ddcc6087-b8b3-4227-a688-f82843698620 | Clause:
Executive's medical and dental insurance benefits shall cease on July 31, 20 1 6, subject to Executive's right to continue his health insurance under COBRA. Executive's participation in all benefits and incidents of emp l oyment, including, but not limited to, vesting in stock options or other equity awards, ex... | Label: Benefits |
72fc3bee-79fe-4b40-b05b-8c3fdc0948ec | Clause:
Neither the Applicant nor any of its Restricted Subsidiaries is in default under or with respect to any of its Contractual Obligations in any respect that would be reasonably expected to have a Material Adverse Effect. No Default or Event of Default has occurred and is continuing.
Task: Classify this clause in... | Label: No Defaults |
f9c279f2-9a4f-4410-ae3b-24524ad249be | Clause:
This Plan shall be governed by the laws of the State of Michigan, without reference to principles of conflicts or choice of law under which the law of any other jurisdiction would apply.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption... | Label: Governing Laws |
6cd338c2-ced3-4679-9c08-9e05e53fe0bc | Clause:
At the time of origination, the related Financed Vehicle was covered by an Insurance Policy that covers physical loss or damage in an amount at least equal to the lesser of (i) the cash value of such Financed Vehicle and (ii) the Principal Balance of the related Receivable.
Task: Classify this clause into ONE ... | Label: Insurances |
c333b93a-bf0c-4d7f-9b05-113aaa596f74 | Clause:
This Agreement shall be binding upon and shall inure to the benefit of each of the parties hereto as well as their respective heirs successors and assigns.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approva... | Label: Binding Effects |
3ee876a4-d3aa-421c-bba4-2c2756be57a7 | Clause:
Any provision of this Guarantee Agreement which is illegal, invalid, prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such illegality, invalidity, prohibition or unenforceability without invalidating the remaining provisions hereof and any such ille... | Label: Severability |
03093eb8-a609-4fdc-86e2-b59c92617ca6 | Clause:
Any Loan Document may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement shall become effective when Lender has received counterparts bearing the signatures of all parties hereto. Lender may (but shall ... | Label: Counterparts |
a4663f1e-0289-4093-9a04-3a2c03cfe512 | Clause:
To induce Lenders to enter into this Agreement, Borrower hereby acknowledges and agrees that, as of the date hereof, and after giving effect to the terms hereof, there exists (i) no Default or Event of Default and (ii) no right of offset, defense, counterclaim, claim, or objection in favor of Borrower or arisin... | Label: No Defaults |
42d2962a-4267-4577-9277-de7dc3acfb42 | Clause:
The Lenders shall have received (i) satisfactory audited consolidated financial statements of the Borrower and its Subsidiaries for the 2015 and 2016 fiscal years, (ii) satisfactory unaudited interim consolidated financial statements of the Borrower and its Subsidiaries for each fiscal quarter ended after the d... | Label: Financial Statements |
0c2e9148-905b-4578-88df-cdb5ef0d9921 | Clause:
Notwithstanding the termination of this Agreement pursuant to Section 5 , Section 4(d) , and Sections 13–24 shall survive such termination and shall continue in full force and effect in accordance with the terms hereof; provided that any liability of a Party for failure to comply with the terms of this Agreeme... | Label: Survival |
96726122-d8c7-4402-86ef-18f4284963dd | Clause:
THIS ASSIGNMENT AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW THEREOF THAT WOULD RESULT IN THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION.
Task: Classify this clause into ONE of these types (exactly one... | Label: Governing Laws |
a1ee979a-44ba-4c22-83cc-c0eb5f8d8c41 | Clause:
The Plan shall become effective on the date it is approved by the Company’s shareholders, which shall be considered the date of the Plan’s adoption for purposes of Treasury Regulation §1.422-2(b)(2)(i). No awards shall be made under the Plan prior to its effective date.
Task: Classify this clause into ONE of t... | Label: Effective Dates |
3474b1cd-2346-4e9f-8693-800059f25309 | Clause:
The Company confirms that neither it nor any other Person acting on its behalf has provided any of the Buyers or their agents or counsel with any information that constitutes or could reasonably be expected to constitute material, non-public information concerning the Company or any of its Subsidiaries, other t... | Label: Disclosures |
1188360b-5e2f-4163-9f9f-f19d21a514da | Clause:
The Company shall pay Executive a base salary of Four Hundred Thousand Dollars ($400,000) per year. Base salary shall be payable in equal installments twice monthly or at more frequent intervals in accordance with the Company’s customary pay schedule. The Company shall annually consider increases of Executive’s... | Label: Base Salary |
84f92e87-53a3-42e1-bb81-85cad0fde285 | Clause:
This Agreement shall be construed, interpreted and enforced in accordance with the laws of the State of New York, applied without giving effect to any conflicts-of-law principles. Any action or proceeding relating to this Agreement or Executive’s employment shall be venued exclusively in the state or federal co... | Label: Governing Laws |
8e8a099f-037e-4f93-9ba6-e1143b41da9c | Clause:
The Company will use the proceeds from the sale of the Shares (excluding amounts paid by the Company for fees as set forth in the Registered Offering Transaction Documents) for general corporate and working capital purposes and acquisitions or assets, businesses or operations or for other purposes that the Boar... | Label: Use Of Proceeds |
6770f69d-76fe-4873-9720-8eb2d02a2bbe | Clause:
In the event any provision or term of this Agreement shall be held by a court to be illegal or unenforceable, all of the other terms and provisions hereof shall remain in full force and effect unless the term or provision so held to be illegal or unenforceable is also held to be a material part of this Agreemen... | Label: Severability |
b57f3bbb-87fd-4dac-abf6-a5e2dea81b98 | Clause:
This Agreement shall be governed by, and construed in accordance with, the laws of the State of Connecticut, without reference to its conflict of law provisions.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, A... | Label: Governing Laws |
e6f8585e-19cb-4246-b3c3-48635148397f | Clause:
Subject to the terms of the Non-Employee Stock Incentive Plan (including, without limitation, Section 6(j)(vi) of the Non-Employee Stock Incentive Plan) and any applicable Award Agreement, the Committee shall determine the performance objectives to be achieved during the applicable Restricted Period, the length... | Label: Terms |
8b539d0c-b3b7-4109-8e04-20a08861fced | Clause:
In the event any provision contained in this Sixth Amendment is for any reason held to be unenforceable in any respect, such unenforceability shall not affect any other provision of this Sixth Amendment, and this Sixth Amendment shall be construed as if such an unenforceable provision or provisions had never be... | Label: Severability |
b3f018be-63f5-42c0-8841-fe70ca11f675 | Clause:
The Company will use the proceeds from the sale of the Securities to complete the Company’s ongoing Phase III clinical trial, to further develop and obtain regulatory approval for the Company’s product and for working capital and general corporate purposes.
Task: Classify this clause into ONE of these types (e... | Label: Use Of Proceeds |
73e3ea63-ef44-4042-a18c-89235d697530 | Clause:
All notices and other communications to G&W, or its designated agent, required or permitted under this Award Notice shall be written, and shall either be delivered personally or sent by registered or certified first-call mail, postage prepaid and return receipt requested, by facsimile or electronically. If such... | Label: Notices |
3e78d3b5-3f82-45fd-a64d-02e33e070765 | Clause:
This Agreement shall be construed and enforced in accordance with the laws of the State of Florida, without regard to its choice of law rules. Any dispute hereunder shall be resolved pursuant to arbitration in accordance with the most recent arbitration agreement in effect between Executive and the Company, exc... | Label: Applicable Laws |
667cdfe5-2252-4f8a-8239-929a018a5290 | Clause:
Executive’s annual base salary (the “ Base Salary ”) will be $285,000, less payroll deductions and all required withholdings, payable in accordance with the Company’s normal payroll practices. The Board or a committee of the Board shall review Executive’s Base Salary periodically.
Task: Classify this clause in... | Label: Base Salary |
10c50e66-f212-4420-aa2c-067903e58409 | Clause:
This Note may not be amended, converted, or modified, nor will any waiver of any provision hereof be effective, except by an instrument in writing signed by the party against whom enforcement of any amendment, conversion, modification, or waiver is sought.
Task: Classify this clause into ONE of these types (ex... | Label: Amendments |
410ae8e8-ab7c-426a-a99f-68452b442f0d | Clause:
No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect. The present value of all accumulated benefit obligations under each... | Label: Erisa |
63f954d3-0790-43af-9333-a26a251a6465 | Clause:
The indemnity and contribution agreements contained in Section 9 of this Agreement and all representations and warranties of the Company herein or in certificates delivered pursuant hereto shall survive, as of their respective dates, regardless of (i) any investigation made by or on behalf of Northland, any con... | Label: Representations |
e23d434b-ebbd-40f7-a890-9bce0ca76e40 | Clause:
The proceeds of the Facilities shall be used to (i) refinance amounts outstanding under the Existing Agreement and (ii) provide for ongoing working capital and for other general lawful corporate purposes of the Borrower and its Subsidiaries. No part of the proceeds of any Loan will be used for any purpose that ... | Label: Use Of Proceeds |
c71c3921-513c-4b16-8008-4f70950d254d | Clause:
To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Borrower shall deliver in writing by hand delivery or facsimile (or transmit by electronic communication, if arrangements for doing so have been approved by the recipient) to the applic... | Label: Amendments |
960ff02d-7329-4db5-8f8e-9dde7a602440 | Clause:
The invalidity or enforceability of any provisions or provisions of this Agreement shall not affect the validity or enforceability of any other provision hereof, which shall remain in full force and effect.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendme... | Label: Severability |
ab8e0c9e-c6fa-41e1-9e54-61d07b47c3fb | Clause:
All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed, in either case, to the Company’s headquarters or to such other address as either party shall have fu... | Label: Notices |
04911160-5ab4-4cdf-8547-dbfd168af6d3 | Clause:
This Agreement constitutes the entire understanding of the parties on the subjects covered. The Participant expressly warrants that he or she is not executing this Agreement in reliance on any promises, representations, or inducements other than those contained herein. This Agreement and the Plan can be amended... | Label: Miscellaneous |
b9cc5770-6797-4661-8aa5-6171baeade9e | Clause:
To the fullest extent permitted under applicable laws, rules and regulations and the Company’s applicable corporate governance documents, the Company agrees to defend, indemnify and hold you harmless from any loss, liability, cost and expense (including, but not limited to, reasonable attorney’s fees) incurred ... | Label: Indemnifications |
352f76b6-150c-4f60-831f-60673bc5c609 | Clause:
Subject only to the authority of the Board, and except as otherwise provided in these By-Laws, the chief executive officer shall have responsibility for the business and affairs of the Corporation. Unless otherwise directed by the Board, all other executive officers, including the president, shall be subject to... | Label: Duties |
d117d8b4-7e73-4bb4-b52f-8bb882a35ccc | Clause:
If (a) this Note is placed in the hands of an attorney for collection or enforcement or is collected or enforced through any legal proceeding or the Holder otherwise takes action to collect amounts due under this Note or to enforce the provisions of this Note or (b) there occurs any bankruptcy, reorganization, ... | Label: Enforcements |
00c4e68b-8a37-469d-8c84-81e503a1220d | Clause:
You shall be entitled to all rights and benefits for which you are otherwise eligible under any health, life and disability insurance plans, vacation policies, sick leave policies and 401(k) elections that Oaktree generally provides to senior executive officers. You agree that Oaktree may deduct the premiums fo... | Label: Benefits |
12695076-f46a-4c99-8cbd-2154ab498c6d | Clause:
Subject to Section 2(b) of this Agreement, if the Executive’s employment terminates involuntarily but without Cause or voluntarily but for Good Reason within twelve (12) months after a Change in Control, the Bank shall continue or cause to be continued, at the Bank’s expense (no premium costs for the Executive)... | Label: Benefits |
8ecbcf8c-1c11-4ac6-afbb-26cc308a9a3f | Clause:
Unless previously terminated, (i) the Term Loan Commitments shall terminate at 3:00 p.m. (New York City time) on the Effective Date and (ii) all other Commitments shall terminate on the Maturity Date.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, A... | Label: Terminations |
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