id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
0dec0224-ddfb-4dd4-870c-60ac32bc38a1 | Clause:
The undersigned unconditionally waives, to the fullest extent permitted by applicable law, (a) any right it may have to a trial by jury in respect of any litigation directly or indirectly arising out of, under or in connection with this Pledge Agreement Supplement or any of the other Loan Documents and (b) any ... | Label: Waiver Of Jury Trials |
f95cb5e5-a479-4b2e-835e-56eb79d92e5f | Clause:
The Borrower will, and will cause each of the Restricted Subsidiaries to, at all times maintain, in force, with financially sound and reputable insurance companies, and pay all premiums and costs related to, insurance coverages in such amounts (with no materially greater risk retention) and against such risks a... | Label: Insurances |
49374e5e-d642-446c-92b5-fd94b670ab94 | Clause:
The Transactions (a) have been duly authorized by all requisite corporate and, if required, stockholder action and (b) will not (i) violate (A) any provision of law, statute, rule or regulation, or of the certificate or articles of incorporation or other constitutive documents or by-laws of Holdings, the Borrow... | Label: Authorizations |
009da987-007b-44e2-864b-3a421c59385c | Clause:
There are no actions, suits or proceedings pending or, to the knowledge of the Borrower, threatened in writing against the Borrower or any of the Restricted Subsidiaries that would reasonably be expected to result in a Material Adverse Effect.
Task: Classify this clause into ONE of these types (exactly one lab... | Label: Litigations |
0cc8884b-847f-40e1-9248-a0a5cf9bb76b | Clause:
All notices or other communications delivered or given under this Lease shall be in writing and shall be deemed to have been duly given if hand-delivered, sent by certified or registered mail, return receipt requested, or nationally-utilized overnight delivery service, Portable Document Format (“PDF”) or confir... | Label: Notices |
ec555eb0-9ca7-4053-86ce-3f50f9363e7d | Clause:
The provisions of this 2017-1 Servicing Supplement and the 2017-1 Servicing Agreement shall be binding upon and inure to the benefit of the parties hereto and their permitted successors and assigns.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Ant... | Label: Binding Effects |
5da8ab10-c9f2-4ecc-bf2b-5c2999f81b0d | Clause:
If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaire... | Label: Severability |
11eb1cac-2ca4-41f2-90cf-22388d55aef3 | Clause:
The parties hereto shall pay their own costs and expenses in connection herewith, except that the Company shall pay the fees and expenses of Goodwin Procter LLP not to exceed $50,000, regardless of whether the transactions contemplated hereby are consummated; it being understood that (a) Goodwin Procter LLP has... | Label: Expenses |
b84a3a27-4e7a-437d-a0fe-aae163b10cba | Clause:
It will not change (i) its name as it appears in the official public record in the jurisdiction of its incorporation (as contemplated by Section 9-503(a)(1) of the UCC), (ii) its status as a “registered organization” (within the meaning of Article 9 of any applicable enactment of the UCC), (iii) its organizatio... | Label: Records |
4486d138-af8a-45d7-860e-a5d80d42d981 | Clause:
This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall be deemed to be one and the same Agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal ef... | Label: Counterparts |
87ed5677-a392-408f-95bd-b47a0d1ca7a7 | Clause:
As of the Closing Date, all material insurance maintained by or on behalf of the Loan Parties and the Subsidiaries is in full force and effect.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitrat... | Label: Insurances |
493085dd-eb6c-4439-9e8f-7f6e1da82a20 | Clause:
Each Credit Party shall, and shall cause each of its Restricted Subsidiaries to, pay and discharge all material taxes, assessments, and other charges and claims related thereto imposed on any Restricted Entity prior to the date on which penalties attach other than any tax, assessment, charge, or claim which is ... | Label: Taxes |
67d23084-976f-4698-9e4b-42c5fd5f0e85 | Clause:
From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignee whether such amounts have accrued prior to, on or after the Effective Date. The Assignor and the Assignee s... | Label: Payments |
3f0aa930-2a94-4fc1-a924-4fcbc701ac0b | Clause:
If any provision of this Agreement or the application thereof to any Person or circumstance shall be invalid, illegal or unenforceable to any extent, the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected thereby and shall be enforced to the... | Label: Severability |
f26874b1-8e6b-40a5-89a1-db67f849b42d | Clause:
All notices, requests and other communications to either party hereunder shall be in writing (including facsimile transmission or electronic mail) and shall be given, (a) if to Sellas, in accordance with the provisions of the Plan of Merger and (b) if to the Stockholder, to the Stockholder’s address, electronic... | Label: Notices |
df505e86-2fda-43d4-9609-3982f71da908 | Clause:
This Agreement will inure to the benefit of and be binding upon the parties hereto and their successors and assigns. This Agreement constitutes the final expression of the entire agreement of the parties with respect to the subordination of the Lease to the lien of the Security Instrument. If there are any conf... | Label: Miscellaneous |
c7e6d205-ac8f-431c-8645-640546bea64c | Clause:
Unless this Note has been previously converted in accordance with the terms of Section 3 hereunder, the Principal Amount and all accrued but unpaid interest thereon shall be due and payable on the date that is the earlier of the (i) 5-year anniversary of the date hereof, or (ii) the date that the Borrower compl... | Label: Payments |
76e04646-c10a-4cba-b5b8-cd69bbad7cde | Clause:
All notices, requests and demands to or upon the Administrative Agent, any Lender or any Guarantor hereunder shall be effected in the manner provided for in Section 10.2 of the Credit Agreement; provided that any such notice, request or demand to or upon any Guarantor shall be addressed to such Guarantor at its... | Label: Notices |
ab3ebe92-235f-46b4-9273-34a825acbab8 | Clause:
Borrowers shall use the proceeds of each Credit Extension solely for Borrowers’ business purposes, consistent with Borrowers’ business as conducted on the Closing Date .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable... | Label: Use Of Proceeds |
cecaa82e-9c8a-4b53-8f07-3f2d44db3379 | Clause:
(i) grant, extend, amend (except as required in the diligent prosecution of the Proprietary Rights owned (beneficially, and of record where applicable) by or developed for the Company and its Subsidiaries), waive, or modify any material rights in or to, sell, assign, lease, transfer, license, let lapse, abandon... | Label: Intellectual Property |
3a45261a-8511-42cd-9e61-0800c57f65f4 | Clause:
The Administrative Agent shall have received (A) the audited Consolidated balance sheet of the Borrower and its Subsidiaries and the related audited statements of income and retained earnings and cash flows for the three Fiscal Years most recently ended prior to the Closing Date for which such financial stateme... | Label: Financial Statements |
7cc2ce43-108e-4c01-a5b7-69b7a9855a45 | Clause:
The Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “1934 Act”) (all of the foregoing filed prior to the date hereof and all exhibits incl... | Label: Financial Statements |
e5800732-ba11-48ee-8966-052e2713558f | Clause:
The terms and provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their 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, Assi... | Label: Miscellaneous |
c28a1047-9a66-4839-8a2d-6ca3a41c786a | Clause:
To facilitate the orderly conduct of the Company, the Executive agrees to cooperate, at no charge, with the Company’s reasonable requests for information or assistance related to (i) the time of her employment, (ii) any investigations (including internal investigations) and audits of the Company’s management’s ... | Label: Cooperation |
fb11fe9b-f0ea-40ab-a8e8-54fa4cae3701 | Clause:
The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is or is to be a party have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) c... | Label: Authorizations |
240e25be-3de3-4516-97af-cac7d2a9feeb | Clause:
Subject to the limitations and other provisions of this Agreement, the representations, warranties, covenants and agreements of the Parties contained herein shall survive the Closing Date and shall remain in full force and effect for eighteen (18) months thereafter; provided, however, that (i) the representatio... | Label: Survival |
bbaee8c6-4676-42eb-9ca6-56cb73db1ef0 | Clause:
This Commitment Letter and the commitments and undertakings hereunder shall not be assignable by any party hereto without the prior written consent of each other party hereto, and any attempted assignment shall be void and of no effect; provided , however , that nothing contained in this paragraph shall prohibi... | Label: Assignments |
dc70d04c-72a4-478a-95dd-9205ccc12ebe | Clause:
The Company and its Subsidiaries on a consolidated basis (both on a basis including and excluding the Excluded Subsidiary) are, and the Company is, Solvent. On the Closing Date and on each date of a Borrowing by any Designated Borrower, such Designated Borrower is Solvent.
Task: Classify this clause into ONE ... | Label: Solvency |
654e911e-dce7-49c2-a5f3-e9b0eb2a9070 | Clause:
The failure of a party to insist upon strict adherence to any term of this Plan on any occasion shall not be considered a waiver thereof or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Plan.
Task: Classify this clause into ONE of these types ... | Label: Waivers |
e636f5a7-4b58-407e-ba5b-1dc6799baf57 | Clause:
If the Participant terminates employment with the Company or a Subsidiary at any time prior to the date upon which some or all of the Award vests in full as set forth in Section 3 hereof, other than because of the Participant’s death, Disability or retirement approved by the Committee, the Participant shall for... | Label: Forfeitures |
1844cefd-7e37-4aae-9974-84cef9874f61 | Clause:
Obligors shall indemnify, hold harmless and reimburse (within 10 days after demand therefor) Agent, Lenders and Issuing Banks for any Indemnified Taxes or Other Taxes (including those attributable to amounts payable under this Section) paid by Agent, any Lender or any Issuing Bank, with respect to any Obligatio... | Label: Payments |
57f01688-99bd-4f0d-9ed4-620041239c7b | Clause:
Any waiver by the Companies or the Holder of a breach of any provision of this Note shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Note. The failure of the Companies or the Holder to insist upon strict adherence to any te... | Label: Waivers |
79bab71a-bb86-44ca-9d09-fada2e693d76 | Clause:
The Company may withhold from any amounts payable under this Agreement all amounts authorized by the Executive or required to be withheld under any applicable federal, state, local, or foreign law or regulation.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Am... | Label: Withholdings |
1de88317-0690-4004-b998-b414ea7feaab | Clause:
LANDLORD, TENANT AND MORTGAGEE HEREBY IRREVOCABLY WAIVE ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable... | Label: Waiver Of Jury Trials |
c38c5368-b242-4b89-b8c8-8942444d47c6 | Clause:
From and after the Effective Date, the Agent shall make all payments in respect of the Assigned Interest (includ ing payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to the Assignee for amounts which have accrued from... | Label: Payments |
ed7fcf6a-9c42-4ac7-bfbf-612b4c3dbbfd | 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 the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “ Participant ”) in all or a portion of such Lender’s rights an... | Label: Participations |
05cd5782-485b-4fdc-844a-dd80c6e00a91 | Clause:
The continued accuracy in all material respects of the aforesaid representations and warranties is a condition precedent to Buyer's obligation to close. If any of said representations and warranties are not correct in all respects at the time the same is made or as of Closing and Seller had no knowledge of such... | Label: Warranties |
e599982e-f36b-43d9-9b06-101dda63e7ac | Clause:
Employer has employed and hereby continues to employ Employee, and Employee hereby accepts such continued employment, upon the terms and subject to the conditions set forth in this Agreement. Employee shall be employed by Employer but may serve (and if requested by Employer shall serve) as an officer and/or dir... | Label: Employment |
0d2d91e1-39bc-4fd4-8ec0-b99d3460f634 | Clause:
The Company shall (a) by 9:00 a.m. (New York City time) on the third Trading Day immediately following the date hereof, issue a press release disclosing the material terms of the transactions contemplated hereby, and (b) file a Current Report on Form 8-K with the Commission within the time required by the Excha... | Label: Publicity |
694f1ce5-b647-4de2-a334-d5b9baf09ec4 | Clause:
All non-competition, non-solicitation, non-disclosure and use, and non-recruiting obligations in Section 11 of this Agreement shall survive the expiration of the Employment Period and the voluntary or involuntary termination of the Executive’s employment with or without cause, and no dispute regarding any other... | Label: Survival |
04c1a107-de9b-4759-a1f8-d09275a922af | Clause:
All communications and notices hereunder shall (except as otherwise expressly permitted herein) be in writing and given as provided in Section 10.02 of the Credit Agreement. All communications and notices hereunder to any Guarantor shall be given to it in care of the Borrower as provided in Section 10.02 of the... | Label: Notices |
fdcc1078-7c25-4228-b07a-bdc01859c869 | Clause:
This Agreement contains the entire understanding of the Company and the Advisor with respect to the subject matter here of .
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: Entire Agreements |
389d9322-2526-4900-9241-45efc26bed73 | Clause:
By its execution of this amendment,[Sales Agent] hereby consents to the addition of [Insert New Alternative Agents] as Alternative Agents and consents to the Company entering into Additional Sales Agreements with such Alternative Agents.
Task: Classify this clause into ONE of these types (exactly one label):
A... | Label: Consents |
cd20e175-3c4b-4859-b8f3-1143fe6aba22 | Clause:
As of the date hereof, the Company ’ s only Subsidiaries are set forth on Schedule 6(g) . The Company owns directly or indirectly, all of the equity interests of the Subsidiaries free and clear of any lien, charge, security interest, encumbrance, right of first refusal or other restriction, and all the equity ... | Label: Subsidiaries |
a4896521-7550-44d5-b789-e5c5b888c516 | Clause:
This agreement shall be governed by the construed in accordance with the laws of the State of Florida without regard to principles of conflict of laws.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, ... | Label: Governing Laws |
721cbb1e-5a46-4125-b08b-be41ec68d97e | Clause:
The Company has filed all federal, state, local and foreign income, franchise and other tax returns which have been required to be filed, or has properly requested extensions thereof, and paid all taxes shown thereon through the date hereof, to the extent that such taxes have become due and are not being contes... | Label: Taxes |
af827158-fb75-4fbf-9e47-0be234273e3f | Clause:
There shall be entered against the Borrower or any Restricted Subsidiary one or more judgments or decrees in excess of the greater of (x) $1,000,000 and (y) 3% of the Consolidated Tangible Net Worth in the aggregate at any one time outstanding (excluding any judgments or decrees (i) that shall have been outstan... | Label: Litigations |
ad4f2de8-7ffe-43ea-950b-13543b885850 | Clause:
The parties hereto agree that irreparable damage would occur if any provision of this Agreement were not performed by any Shareholder in accordance with the terms hereof and, accordingly, that Parent shall be entitled to seek an injunction or injunctions to prevent breaches of this Agreement or to enforce speci... | Label: Specific Performance |
d6f63315-d3cc-44fb-b125-aedbd7febc41 | Clause:
As used in this Agreement, the term “ Expenses ” shall include, without limitation, damages, losses, judgments, liabilities, fines, penalties, excise taxes, settlements, costs, attorneys’ fees, accountants’ fees and disbursements and costs of attachment or similar bonds, investigations and any expenses of estab... | Label: Expenses |
46babe37-f9ce-47d5-afeb-86c919233000 | Clause:
The failure by one party to enforce a provision of this Agreement shall not constitute a waiver of such party’s right to enforce any future provision of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable ... | Label: Waivers |
516f17d1-3a15-45ff-aae8-f601b4ad7773 | Clause:
The Partnership shall use the proceeds of the offering of the Purchased Units to acquire assets as contemplated by the Noble Purchase Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitra... | Label: Use Of Proceeds |
db42a4b1-7d3e-4091-ba68-dc84d4dee5b8 | Clause:
In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, the Purchaser and the Company will be entitled to specific performance under this Agreement. The parties agree that monetary damages may not be adequate compensation for any loss incurred by re... | Label: Remedies |
649cfca7-b491-4027-9db0-b06e7c417fd1 | Clause:
In the event any provision of the Program shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Program, and the Program shall be construed and enforced as if the illegal or invalid provision had not been included.
Task: Classify this clause i... | Label: Severability |
e1a36d7a-cebb-419f-870b-a4f96d9443b2 | Clause:
After the Closing, Seller shall cooperate with Buyer to prepare, and cause to be prepared, and file a Form 8-K/A with the Securities and Exchange Commission within 71 calendar days after the date that the initial report on Form 8-K reporting the completion of the acquisition of the Company must be filed. Such F... | Label: Financial Statements |
5196eae8-0386-473c-9993-a3b7f00ef141 | Clause:
The Assignor (i) represents and warrants that, as of the date hereof, it is the legal and beneficial owner of the interest being assigned by it hereunder and that such interest is held by it free and clear of any adverse claim; (ii) makes no representation or warranty and assumes no responsibility with respect ... | Label: Representations |
510ffe3c-f957-4f2a-b3a9-88282e2f95dd | Clause:
This Agreement shall be governed by the laws of the State of Delaware, except to the extent federal law applies. Notwithstanding the foregoing, Sections 7(a) and (b) of this Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia. Any dispute arising out of thi... | Label: Governing Laws |
e4bf06f7-07e1-45ac-a925-f7126b9a9368 | Clause:
The release executed by an Employee (in a form to be provided to the Employee by the Plan Administrator, within five days of the Termination Date in its sole and absolute discretion) under which, among other things, the Employee releases and discharges all Employers and related entities (as well as any third pa... | Label: Agreements |
39a634b4-c6d7-4e1d-963f-ca3abe82a4df | Clause:
The Parties are entering into this Agreement in reliance upon and shall fully comply with all Applicable Law which directly or indirectly affect the crude petroleum gathered hereunder, or any receipt, throughput, delivery, transportation, handling or storage of crude petroleum hereunder or the ownership, operat... | Label: Applicable Laws |
f8c89d0a-873a-4eb3-8a64-8f8d27409e4f | Clause:
The authorized capital stock of the Company consists of (i) 50,000,000 shares of Common Stock, of which (A) 3,500,000 shares; and (B) 15,000,000 shares (after giving effect to (x) the sale of the 6,818,000 Shares in the Offering, (y) the issuance in the Target Acquisition of the 7,582,000 shares of Common Stock... | Label: Capitalization |
ef1083c1-1923-4896-ae4f-b5224a595ade | Clause:
No party may assign (by operation of Law or otherwise) either this Agreement or any of his, her or its rights, interests or obligations hereunder without the prior written consent of the other parties, provided that Parent or Purchaser may assign its rights hereunder to one or more other Affiliates of Parent or... | Label: Assignments |
474a7932-543b-405c-87c6-c38c18acab63 | Clause:
Each Issuing Bank agrees that it shall not permit any issuance, amendment, renewal or extension of a Letter of Credit to occur unless it shall have given to the Administrative Agent written notice thereof required under paragraph (m) of this Section.
Task: Classify this clause into ONE of these types (exactly ... | Label: Notices |
14370774-c83c-4802-8a38-df7150c24ad0 | 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 a duly executed copy of this Agreement acknowledging his or its irrevocable waiver of all of the anti-... | Label: Closings |
8ae0aea9-d2ba-41ab-bcca-7a540fa33c58 | Clause:
Notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when personally delivered or when mailed by United States certified mail, return receipt requested, or by overnight courier, postage prepaid, to the Company at its corporate headqu... | Label: Notices |
979cdd93-c302-4284-8383-24e18ee42f62 | Clause:
Except as set forth on Schedule 3.1(j) , there is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties, or against or affecting the Company’s curre... | Label: Litigations |
1d87b156-1471-4dcd-bf77-3c70d4e42693 | Clause:
Notwithstanding any provision of the Plan, with respect to any Performance Award that is intended to qualify as Performance‑Based Compensation, the Committee may adjust downwards, but not upwards, the cash or number of Shares payable pursuant to such Award, and the Committee may not waive the achievement of the... | Label: Adjustments |
ba3325fe-ecfd-4dac-9973-fc30cb772fd6 | Clause:
Capitalized terms used but not defined in the Notice and these Terms and Conditions shall have the meanings set forth in the Plan.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignme... | Label: Defined Terms |
d2ac478b-5b8b-4fb4-a547-4829bf7d2485 | Clause:
Each Obligor shall keep accurate and complete records of its Equipment, including kind, quality, quantity, cost, acquisitions and dispositions thereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, ... | Label: Records |
0b54f8df-64c9-409c-a27c-db9ababb9de7 | Clause:
Except as otherwise permitted under Section 9.13 of the Credit Agreement, without the prior written consent of the Administrative Agent, no Pledgor shall file or suffer to be on file, or authorize or permit to be filed or to be on file, in any jurisdiction, any financing statement or like instrument with respec... | Label: Liens |
1a690bc1-1978-4d3e-9f21-7285a0616eb6 | Clause:
The execution, delivery and performance by each Company of this Agreement and the other Transaction Documents to which it is a party, the issuance and sale of the Securities and the consummation by it of the transactions contemplated hereby and thereby do not and will not: (i) conflict with or violate any provi... | Label: No Conflicts |
7f517d63-2a0d-43ff-b4b6-8037dce36163 | Clause:
The Company shall be responsible for the payment of any placement agent’s fees, financial advisory fees, transfer agent fees, DTC (as defined below) fees or broker’s commissions (other than for Persons engaged by any Buyer) relating to or arising out of the transactions contemplated hereby. The Company shall pa... | Label: Fees |
9e933c2d-3f7a-400c-a195-4d9d8f0e3193 | Clause:
Within thirty (30) days after the submission of reasonable supporting documentation by Executive and in accordance with the Company’s expense reimbursement policy, the Company shall reimburse Executive for all reasonable and customary business, travel, and entertainment expenses incurred by Executive in the cou... | Label: Expenses |
c0dd9bf5-03c9-42a9-8c34-77b946773139 | Clause:
This Agreement shall be effective as of the date hereof and shall continue in effect until and shall terminate upon the earliest to occur of (a) the sale or merger of the Company; (b) the Management Shareholders beneficially owning in the aggregate fewer than twenty-five percent (25%) of the Shares owned as of ... | Label: Terms |
deca8ba6-1f28-4c69-87e3-28f01def052f | Clause:
This Agreement shall not be construed against either Party, and no consideration shall be given or presumption made on the basis of who drafted the Agreement or any particular provision hereof or who supplied the form of this Agreement. In construing the Agreement, (i) examples shall not be construed to limit, ... | Label: Construction |
3352033d-3471-40ad-af93-c7ca5234ba1b | Clause:
Except for normal restaurant or nightclub inspections conducted by a Governmental Authority in the Ordinary Course and the Proceedings set forth on Schedule 4.12 of the Disclosure Schedule, there is not, and since December 31, 2013 there has not been, any Proceeding pending against, or, to the Knowledge of the... | Label: Litigations |
5a0d6594-d14a-4633-ac83-ae69b86c2ce2 | Clause:
The Company’s obligations under this Agreement shall be subject to the satisfaction of all applicable withholding requirements including those related to federal, state and local income and Service taxes (the “ Required Withholding ”). The Company may withhold an appropriate number of shares from the Common Sto... | Label: Withholdings |
c3430cec-72ba-4a2e-8d92-59c09a8d6e99 | Clause:
Sections 6 through 25, 27 and 28 shall continue to be in full force following the termination of the Employment Period.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assign... | Label: Survival |
421b9b4f-0691-4601-bd4e-fba7da93e665 | Clause:
The Buyer has the requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Buyer of this Agreement, and the consummation of the transactions contemplated hereby... | Label: Authorizations |
92cc2499-b135-4a55-b75d-25891c64fb47 | Clause:
If any provision of this Agreement is held by an arbitrator or a court of competent jurisdiction to be unenforceable under applicable law, then such provision shall be excluded from this Agreement and the remainder of this Agreement shall be interpreted as if such provision were so excluded and shall be enforce... | Label: Severability |
cf5c42ca-18ab-4f93-a270-080558a97853 | Clause:
This Agreement constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes and cancels any and all prior agreements and understandings, both written and oral, among them relating to the subject matter hereof, except as otherwise specifically provided herein... | Label: Entire Agreements |
28e5f4f3-5690-443c-ba1b-c4d0b05df9a9 | Clause:
None of the Agreement, nor any Compound, any Original Drug Product or Additional Compound, or any rights to any Compound or Additional Compound, may be transferred or assigned by Vertex without the prior written consent of CFFT, except that, Vertex may transfer all of its rights in the Agreement and all Compoun... | Label: Assignments |
bd3d6d1d-565d-4a5c-a993-578286240eaf | Clause:
In the event Client or its designee rejects any or all of a shipment for Nonconformity resulting from CRL’s breach of this Agreement, or its negligence or willful misconduct in performance of its obligations, then CRL will promptly, at Client’s option, (a) replace the Nonconforming Drug Product with Drug Produc... | Label: Remedies |
9b598a11-1557-41a1-a2b3-5c445cfc2b4a | Clause:
Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, the shares of capital stock or other ownership interests of all Significant Subsidiaries of the Borrower are owned by the Borrower, directly or indirectly, free and clear of all Liens other than... | Label: Subsidiaries |
fc7d8218-03da-4aaf-96a8-da439d84159b | Clause:
If the Executive has incurred a Disability, the Company may give the Executive written notice of its intention to terminate the Executive’s employment. In that event, the Executive’s employment with the Company, and the Term of this Agreement, shall terminate effective on the date specified in such notice.
Tas... | Label: Disability |
f3476eae-06a6-4870-975b-efdeaa9c68e5 | Clause:
The grant and vesting of Restricted Stock Units and the obligation of the Company to issue shares of Stock under this Agreement are subject to all applicable federal and state laws, rules and regulations, including those related to disclosure of financial and other information to the Participant and to approval... | Label: Compliance With Laws |
74ac96af-25d8-44aa-8478-b6f4e787e453 | Clause:
As of the Restatement Date, Annex 6.4 contains a complete and correct list and description of the Borrower’s and each Subsidiary’s jurisdiction of organization and ownership structure. As of the Restatement Date, the Borrower has no Subsidiaries except as shown on Annex 6.4.
Task: Classify this clause into ONE... | Label: Organizations |
47dd8ddb-d98f-4d22-840e-35cdc2813686 | Clause:
Section 2.14 of the Disclosure Schedule lists each insurance policy (including fire, theft, casualty, general liability, workers compensation, business interruption, environmental, product liability and automobile insurance policies and bond and surety arrangements) to which Acquiree or any Acquiree Subsidiary ... | Label: Insurances |
06544b3b-4aa6-41fa-8b8d-533f2c031b93 | Clause:
All issues and questions concerning the construction, validity, interpretation and enforceability of this Agreement or the transactions contemplated hereby and the exhibits and schedules hereto, and all claims and disputes arising hereunder or thereunder or in connection herewith or therewith, whether purportin... | Label: Governing Laws |
1bf17236-c526-4060-835c-7bbc95928742 | Clause:
Each Party shall provide to the other Party prompt written notice of any actual or threatened infringement of the Product Trademarks in the Territory and of any actual or threatened claim that the use of the Product Trademarks in the Territory violates the rights of any Third Party, in each case, of which such ... | Label: Notices |
27a79973-a4b2-4931-98fe-78354daf17c1 | Clause:
For purposes of this Section 3.01 , “ Requirements of Law Governmental Rules ” shall include FATCA.
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, Author... | Label: General |
bf2aa6ec-3e2b-4e07-ad6a-dfcce5e33fab | Clause:
The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the one year preceding the date hereof (or such shorter period as the Company was requi... | Label: Financial Statements |
c7a001e2-c190-4e9d-809e-2d9817f1550d | Clause:
The Plan, the Grant Notice and this Agreement constitute the entire agreement of the parties and supersede in their entirety all oral, implied or written promises, statements, understandings, undertakings and agreements between the Company and Holder with respect to the subject matter hereof, including without ... | Label: Entire Agreements |
d0b3de23-7abc-4774-a2b5-57432daeecf5 | Clause:
This instrument, together with the Non-Compete and Solicitation Agreement, contains the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior agreements or understandings between the parties hereto relating to the subject matter hereof. This Agreement may not ... | Label: Entire Agreements |
273fba4c-0c65-4f5f-a31c-616b11eea1dc | Clause:
This agreement constitutes the legal, valid, and binding obligation of the Maker enforceable in accordance with its terms, and no other person is required to execute this agreement to make the same the legal, valid, and binding obligation of the Maker enforceable in accordance with its terms.
Task: Classify th... | Label: Authority |
cd744313-f68f-48e9-bbef-ce03b443feae | Clause:
ESLI agrees that all copyrightable material, notes, records, drawings, designs, inventions, improvements, developments, discoveries and trade secrets conceived, discovered, developed or reduced to practice by ESLI, solely or in collaboration with Kulr or others, during the term of this Agreement that relate in ... | Label: Assignments |
8e4f4699-54af-4e5f-b286-e81841afe235 | Clause:
If a valid claim or request under this Agreement is not paid by the Company or on its behalf within 30 days after a written claim or request has been received by the Company, the Executive may at any time thereafter bring suit against the Company to recover the unpaid amount of the claim or request and, if succ... | Label: Enforcements |
03f68394-56b5-443e-91c6-c7f8a62ba87c | Clause:
The Closing shall take place on the Closing Date at the office of Nova Dongguan or at such other location as agreed to by the parties.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assi... | Label: Closings |
e9595db2-2462-4deb-8c2d-dca6926e11c9 | Clause:
It is specifically understood and agreed that any breach of the provisions of this Section 11 is likely to result in irreparable injury to the Company or the Executive, as the case may be, and that the remedy at law alone will be an inadequate remedy for such breach, and that, in addition to any other remedy it... | Label: Remedies |
3a30d625-fcd5-4198-8b7e-9420a4f3e8aa | Clause:
Damages in the event of breach of this Agreement by a party hereto may be difficult, if not impossible, to ascertain, and it is therefore agreed that each party, in addition to and without limiting any other remedy or right it may have, will have the right to an injunction or other equitable relief in any court... | Label: Specific Performance |
23eb808c-25b2-48cf-b6c6-877bd6e937ae | Clause:
If within the period ending one year after a Change in Control, (i) the Bank terminates Executive’s employment without Cause, or (ii) Executive voluntarily terminates her employment With Good Reason, the Bank will, within ten calendar days of the termination of Executive’s employment, make a lump-sum cash payme... | Label: Terminations |
792030be-f7db-4641-a219-9bb95b4891de | Clause:
The Participant acknowledges that during his or her employment with the Company, he or she has and will necessarily become informed of, and have access to, the Confidential Information of the Company, and that the Confidential Information, even though it may be contributed, developed or acquired in whole or in ... | Label: Confidentiality |
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