id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
71d01719-3eb4-4ad7-9434-33d73fb1e271 | Clause:
(a) The Company agrees to indemnify and hold harmless each Initial Purchaser, the directors, officers, employees, Affiliates and agents of each Initial Purchaser and each person who controls any Initial Purchaser within the meaning of either the Act or the Exchange Act against any and all losses, claims, damage... | Label: Indemnifications |
5fa63521-1d89-4a0e-8213-baae013a44c9 | Clause:
The execution, delivery and performance of this Agreement and the consummation by Executive of the transactions contemplated hereby do not violate, conflict with or constitute a default under (i) any agreement, indenture or instrument to which Executive is a party, (ii) any law, statute, rule or regulation to w... | Label: No Conflicts |
28581052-7bd2-4c55-a59f-f65c44648f4a | Clause:
If any warranty, representation, certificate, statement, or Record made herein or in any other Loan Document or delivered in writing to Agent or any Lender in connection with this Agreement or any other Loan Document proves to be untrue in any material respect (except that such materiality qualifier shall not b... | Label: Representations |
38cc3769-6608-4627-8fa4-7d5f5dab25f0 | Clause:
This Agreement, collectively with the Confidentiality Agreement, the Indemnification Agreement and the Equity Award agreements, comprise the entire agreement between the parties with regard to the subject matter hereof and supersedes, in their entirety, any other agreements between Executive and the Company wit... | Label: Miscellaneous |
805de7a9-6d25-43b6-ab3d-467c5ff7368d | Clause:
Except as disclosed in the General Disclosure Package, the Partnership Entities carry or are entitled to the benefits of, insurance relating to the business of the Partnership Entities, with reputable insurers, in such amounts and covering such risks as is commercially reasonable, and all such insurance is in f... | Label: Insurances |
32dd3a85-40cb-48c2-98b8-c9224e7cb19e | Clause:
The rights and obligations of this Agreement shall bind and inure to the benefit of the surviving entity in any merger or consolidation in which the Company or the Bank is a party, or any assignee of all or substantially all of the Company’s or the Bank’s business and properties. The Executive’s rights and obli... | Label: Successors |
1cee8daa-493b-405f-ab84-7aff3ce55de4 | Clause:
On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, five million two hundred sixty three... | Label: Closings |
a047aa61-5500-45e3-964d-32340a396819 | Clause:
(a) Subject to the further provisions of this Article 5 , neither this Lease nor the term and estate hereby granted, nor any part hereof or thereof, shall be assigned, mortgaged, pledged, encumbered or otherwise transferred voluntarily, involuntarily, by operation of law or otherwise, and neither the Premises,... | Label: Assignments |
ff0eca2b-707c-4c8e-ab4c-7aed718642fa | Clause:
This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the Company. No rights or obligations of the Executive under this Agreement may be assigned or transferred by him. No rights or obligations of the Company under this Agreement may be assigned or transferred by the Com... | Label: Successors |
5152f014-760b-425b-a0e3-6155f9481293 | Clause:
(a) Each Loan from the Lenders hereunder shall be made pro rata according to the respective Commitments of the Lenders.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, As... | Label: Payments |
2f2858b8-aa90-4f2d-8668-cfda00c111ee | Clause:
From and following than the Effective Time, (a) the SpinCo Group shall retain all Liabilities with respect to vacation, holiday, annual leave or other leave of absence, and required payments related thereto, for each SpinCo Group Employee, unless otherwise required by applicable Law, and (b) the Parent Group sh... | Label: Vacations |
e1c56fc9-4d27-4031-9593-79d2349cfebb | Clause:
The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights as described in the SEC Reports as necessary o... | Label: Intellectual Property |
e128a6f9-b4a2-47b4-adaf-9ce2aaa2898d | Clause:
This Agreement and any agreements concerning equity compensation or other benefits, embody the parties’ complete agreement with respect to the subject matter in this Agreement and supersede any prior written or contemporaneous oral, understandings or agreements between the parties that may have related in any w... | Label: Entire Agreements |
efe07080-cdcd-442b-a039-d65ac71c9761 | Clause:
This Agreement, and all rights and obligations of the parties hereunder, shall terminate on the first anniversary of the Closing or sooner upon the consent of Victory and the Holder.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Law... | Label: Terminations |
bc3613bf-67d0-456e-be98-8fa8f01d245a | Clause:
All payments to be made or benefits to be provided to the undersigned in accordance with this Agreement shall be made net of all applicable income and employment taxes required to be withheld from such payments. No party to this Agreement may assign this Agreement without the express written consent of the othe... | Label: Miscellaneous |
01140ae0-1ed2-4c99-986c-24d360f64a4b | Clause:
The Borrower will maintain, with financially sound and reputable insurance companies, insurance covering all Group Members, in such amounts and against such risks as are customarily maintained by companies engaged in the same or similar businesses operating in the same or similar locations. The loss payable cla... | Label: Insurances |
28b141a4-9c82-4633-b916-187eeb6804cd | Clause:
Other than consummating the transactions contemplated hereunder, such Purchaser has not, nor has any Person acting on behalf of or pursuant to any understanding with such Purchaser, directly or indirectly executed any purchases or sales, including Short Sales, of the securities of the Company during the period ... | Label: Confidentiality |
f2424572-d5a0-49cd-8c05-557e848fdb59 | Clause:
Every notice. approval, consent or other communication authorized or required by this Agreement shall not be effective unless served in writing and sent by United Stales registered or certified mail, return receipt requested, directed, if to Lessee to the Premises, and if to Lessor at the address listed on page... | Label: Notices |
df77b2f1-eb19-4a8d-8ace-acf99d850b77 | Clause:
If any one or more of the provisions of this Agreement should be ruled wholly or partly invalid or unenforceable by a court or other government body of competent jurisdiction, then; (i) the validity and enforceability of all provisions of this Agreement not ruled to be invalid or unenforceable shall be unaffect... | Label: Severability |
f249af03-b8e3-42a4-b81c-97dcfd2e4ff4 | Clause:
This Restricted Stock Award Agreement (a) shall be binding upon and inure to the benefit of any successor of the Company, (b) shall be governed by the laws of the State of Delaware, and any applicable laws of the United States, and (c) may not be amended without the written consent of both the Company and the G... | Label: Miscellaneous |
13a5cf53-4118-4a20-a3a8-4aea25f2c428 | Clause:
Except as otherwise provided herein, if you terminate service with the Company and/or its subsidiaries prior to a Vesting Date, you will forfeit any Awarded Shares that are scheduled to vest on or after such termination of service date. When you forfeit Awarded Shares, all of your interest in the unvested Awar... | Label: Forfeitures |
52bfc5a7-ef14-419d-95eb-b3b1ffeaedbe | Clause:
This Agreement shall commence as of the Effective Date and, unless sooner terminated in accordance with the terms hereof or by mutual written consent, shall continue , on a country-by-country and Licensed Product-by-Licensed Product basis, until the expiration of the Royalty Term for such Licensed Product in su... | Label: Terms |
8ea285ab-4f4b-4167-963c-65c3f0a00310 | Clause:
When a reference is made in this Agreement to a Section, Exhibit, or Schedule, such reference shall be to a Section, Exhibit, or Schedule, respectively, of or attached to this Agreement unless otherwise indicated. Unless the context of this Agreement otherwise requires, (a) words using the singular or plural nu... | Label: Interpretations |
69c4d463-0791-4f57-a7a3-c9f02768b309 | Clause:
The Parent has furnished to each Lender copies of (i) the audited consolidated balance sheets of each Borrower and its respective consolidated Subsidiaries for the fiscal years ended December 31, 2015 and December 31, 2016, and the related audited consolidated statements of operations, shareholders’ equity and ... | Label: Financial Statements |
6f26adde-ab2a-4ff5-8be4-f26690bc187f | Clause:
This Agreement, and all rights and obligations of the parties hereunder, shall terminate upon the first to occur of (a) the Closing, (b) the termination of the Purchase Agreement in accordance with its terms, or (c) the mutual written agreement of the parties hereto to terminate this Agreement. In the event of ... | Label: Terminations |
d3fd4ee2-aa71-4917-8617-01801231091a | Clause:
Each Borrower and each Lender hereby acknowledge and agree that U.S. Bank and/or its Affiliates from time to time may hold investments in, make other loans to or have other relationships with the Borrowers and their Affiliates.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments... | Label: Disclosures |
bf43baf3-76fe-4618-bf43-5f9e0f789249 | Clause:
This Agreement shall be interpreted, construed, applied and enforced in accordance with the laws of The Commonwealth of Massachusetts.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assi... | Label: Governing Laws |
cf801319-5783-4f66-9282-40fec35bf7bb | Clause:
This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Agreement by facsimile o... | Label: Counterparts |
5e6cd2f5-1e42-47cf-b6a5-41969bffb9e3 | Clause:
The representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct in all material respects, except for any representation and warranty that is qualified by materiality or references Material Adverse Effect, in which case such representation and warranty shall ... | Label: Warranties |
afe2f413-a78f-4fe0-bdad-2abb3dc06b92 | Clause:
Any notice, consent, demand, offer, acceptance or other communication required or permitted under this Agreement will be made in writing and will be deemed to have been duly given if: (i) sent by personal delivery, which will be deemed given upon confirmation of receipt, (ii) mailed by first class registered or... | Label: Notices |
c858e1c9-dca4-4f3d-ab39-5d2661d4dfbd | Clause:
This Agreement contains the entire understanding of the parties with respect to the subject matter herein and supersedes any prior agreements between the Company and the Executive regarding the subject matter hereof, including the Prior Agreement. There are no restrictions, agreements, promises, warranties, cov... | Label: Entire Agreements |
218f296b-195b-4645-9c8e-eaeb82e0f173 | Clause:
This Bill of Sale shall be binding upon and inure to the benefit of Purchaser, Sellers and their respective successors and assigns.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignm... | Label: Binding Effects |
a6d967d0-d873-49d3-a233-85f8541d8467 | Clause:
The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is 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) conflict with o... | Label: Authorizations |
e15f7a3b-5cb0-4bf9-852a-122d8f342694 | Clause:
The Company shall pay the Executive as compensation for his services hereunder, in equal monthly installments until such time that the Chief Executive Officer in his discretion determines that the Company’s cash flows can support semi-monthly or bi-weekly installments during the Term, the sum of $180,000 per an... | Label: Base Salary |
b3bf7b2a-fa87-4d7b-bec5-1cdde37b48c5 | Clause:
The representations and warranties in this Agreement shall survive the Closing for a period of twelve (12) months from the Closing Date whereupon they shall expire and be of no further force or effect, except those under: (a) Section . 2.13 (Taxes), which shall survive until the expiration of any applicable sta... | Label: Survival |
987ca2d7-5401-453b-b717-2ede98dfcd41 | Clause:
Lessee shall pay, when due, personal property taxes assessed against the CNG Fueling Facilities. Lessor shall pay when due, all real property taxes and all other fees and assessments attributable to the Premises.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, A... | Label: Taxes |
c04df15a-ca1a-4f57-a1e5-7bbf2c621e22 | Clause:
Each Party will comply with the notice provisions of Section 21 .8 of the Agreement for all notices to the other Party that are related to this Local Country Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable ... | Label: Notices |
b14ce81a-9350-4dff-89d6-7aaf84956f8d | Clause:
Under Material Instruments . Promptly after the furnishing thereof, copies of any financial statement, report or notice furnished to or by any Person pursuant to the terms of any preferred stock designation, indenture, loan or credit or other similar agreement, other than this Agreement and not otherwise requir... | Label: Notices |
e60da9d5-9a8f-41b9-8b39-7ea198f9cc70 | Clause:
The (i) September 30, 2016 consolidated financial statements of the Borrower and its Subsidiaries and (ii) December 31, 2016, March 31, 2017 and June 30, 2017 consolidated financial statements of the Borrower and its Subsidiaries, in each case, heretofore delivered to the Lenders were prepared in accordance wit... | Label: Financial Statements |
687889f8-c3d7-40fe-9878-bb62d4836a68 | Clause:
This Repurchase Agreement shall remain in effect until the Termination Date. However, no such termination shall affect the Seller’s outstanding obligations to the Buyer at the time of such termination. The Seller’s obligations under Section 3.03 , Section 4.12 , Section 6 , Section 13.04 and Section 13.06 and... | Label: Terminations |
7e7f1027-61d1-4fd4-ba95-183e9c818d12 | Clause:
The term of this Agreement commences on January 31, 2014 and continues in effect until the third (3rd) anniversary of the Start Date, unless terminated sooner pursuant to Section 10.2 (such period of time, the “ Term ”).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agree... | Label: Terms |
e49f0f99-70d9-4765-824a-43fc06e16a30 | Clause:
These RSUs are subject to vesting, with 6,184 RSUs vesting on March 1, 2018, and 6,184 RSUs vesting on September 1, 2018, provided the Employee is in the employ of the Company at the time of each such vesting.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amen... | Label: Vesting |
9ef3e415-2001-4e36-a585-1da4b20d8a09 | Clause:
Guarantor agrees that it will, at its expense, upon the written request of Lender, from time to time, promptly execute and deliver to Lender any additional instruments or documents reasonably considered necessary by Lender to cause this Guaranty to be, become, or remain valid and effective in accordance with it... | Label: Further Assurances |
ed5f8a02-be2a-4e89-9793-2eccca018f5f | Clause:
All notices or communications in respect of the Convertible Preferred Stock shall be sufficiently given if given in writing and delivered in person or by first-class mail, postage prepaid, to any Holder at such Holder’s last address appearing on the books of the Corporation, or if given in such other manner, as... | Label: Notices |
3e14ce54-2756-42ec-9cb9-57c0340bc695 | Clause:
Any vacation time you have accrued but not used prior to your Separation Date will be paid to you as soon as is practicable follow your Separation Date in accordance to the Employer’s normal payroll practices.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amen... | Label: Vacations |
de8dd937-c262-43d2-96de-a6b513709c10 | Clause:
The execution and delivery of this Agreement by Borrower and the performance of the transactions contemplated by this Agreement have been duly authorized by Borrower by all necessary action on the part of Borrower. Borrower has delivered to Lender, in form and substance satisfactory to Lender, resolutions or un... | Label: Authorizations |
1844b33c-c2eb-415c-a6ae-06bda7c066a9 | Clause:
Any notice, request, delivery, approval or consent required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been sufficiently given if delivered in person, transmitted by facsimile (receipt verified) or by express courier service (signature required) or [ * * *] aft... | Label: Notices |
68529c4a-e3af-46c5-a1fa-c6a464a06adb | Clause:
Executive’s employment with the Company is at-will and shall be governed by the terms of this Agreement, commencing on January 1, 2018 and continuing to and including December 31, 2019, unless this Agreement is terminated at some earlier time in accordance with the terms of this Agreement.
Task: Classify this ... | Label: Terms |
51f56eed-5a00-4fe8-8772-c062346c7f18 | Clause:
All representations and warranties set forth in the other Documents were true and correct in all material respects at the time as of which such representations and warranties were made (or deemed made) and shall be true and correct in all material respects as of the Closing Date as if such representations and w... | Label: Representations |
b6e423d0-abd3-41a1-9d0e-cbb6db9a8a71 | Clause:
This Agreement may be executed in any number of counterparts, and by the Agent, the Collateral Agent, the Letter of Credit Issuers, each Lender and the Borrower in separate counterparts, each of which shall be an original, but all of which shall together constitute one and the same agreement; signature pages ma... | Label: Counterparts |
375898d6-e4a0-46c8-96fa-932e680c5112 | Clause:
No amendment or waiver of any provision of this Agreement or consent to any departure by any Originator therefrom shall in any event be effective unless the same shall be in writing and signed by the SPEs, the Collateral Agent, the Administrative Agents, the Required Purchasers and (if an amendment) the Origina... | Label: Amendments |
dcd35425-c45b-4579-bf50-d379d174ceb2 | Clause:
All notices and other communications provided for hereunder shall be given in accordance with the notice provision of the Investment Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitrat... | Label: Notices |
c173bd97-1ad2-4df2-9532-e9b3b4014b20 | Clause:
No litigation, arbitration or administrative proceeding or claim is presently in progress or pending or, to the best of the Security Trustee’s knowledge, threatened against (or involving) the Security Trustee which would reasonably be expected to have a material adverse effect on the ability of the Security Tru... | Label: Litigations |
e00caa4a-6037-4d11-b4a5-4c0058511804 | Clause:
Section 2.8, Section 3.5, Section 3.6, this Section 4.7 and Article I, Article VI, Article VIII, Article IX and Article X shall survive any termination or expiration of this Agreement. Article VII shall survive any termination or expiration of this Agreement solely with respect to Jointly Owned Intellectual Pro... | Label: Survival |
dbc50131-1836-460a-abb0-5541f7cd5cbd | Clause:
All amounts due under this Section shall be payable not later than 30 days after demand therefor, provided , however, that any Indemnitee that has received any indemnification payment pursuant to the express provisions of clause (b) preceding, shall promptly refund such payment to the extent that there is a fi... | Label: Payments |
17b0f5de-a2eb-478c-9054-f1b1be57323e | Clause:
The provisions of this Agreement are severable. If any provision of this Agreement shall be held to be invalid or otherwise unenforceable, in whole or in part, the remainder of the provisions or enforceable parts hereof, shall not be affected thereby.
Task: Classify this clause into ONE of these types (exactly... | Label: Severability |
81e65dc6-4732-4642-a561-f2e0832e1bdb | Clause:
This Agreement may not be assigned without the express prior written consent of the other parties hereto, and any attempted assignment, without such consents, will be null and void; provided , however , that, without the prior written consent of any other party hereto, a Stockholder may assign its rights and ob... | Label: Assignments |
377aa4ab-82e4-431a-b817-2a125837c86e | Clause:
The representations, warranties, covenants and agreements made herein shall survive the Closing of the transactions contemplated hereby, notwithstanding any investigation made by the Purchaser. All statements as to factual matters contained in any certificate or other instrument delivered by or on behalf of the... | Label: Survival |
910a44bd-5228-43f7-aa1c-21759aba6102 | Clause:
During the Term, the Company shall pay the Executive a base salary (“ Base Salary ”) in an amount established and approved by the Compensation and Personnel Committee of the Board (“ Compensation Committee ”); provided, however, that such Base Salary shall be established at a rate of not less than $700,000.00 p... | Label: Base Salary |
f38d11ff-0f9e-4d02-a8a6-ea4829570674 | Clause:
All notices, approvals, consents and other communications hereunder shall be in writing, and, except when receipt is required to start the running of a period of time, shall be deemed given when delivered in person or on the fifth (5 th ) day after its mailing by either party by registered or certified United S... | Label: Notices |
8e13d17d-94f8-466e-bc24-b1f90fdc77b9 | Clause:
The validity, construction, and effect of the Non-Employee Stock Incentive Plan and any rules and regulations relating to the Non-Employee Stock Incentive Plan shall be determined in accordance with the laws of the State of Delaware and applicable federal law, without application of the conflicts of law princip... | Label: Governing Laws |
a88bc5fc-e084-4037-a7f6-23655bb42f6f | Clause:
During and after the Executive’s employment, the Executive shall cooperate fully with the Company in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company which relate to events or occurrences that transpired while the Exec... | Label: Litigations |
22a1c58f-f72b-439b-81ac-0c2bf4f9eac5 | Clause:
Notwithstanding any provision of the Plan or an Award to the contrary, if any one or more of the provisions (or any part thereof) of this Plan or the Awards shall be held invalid, illegal, or unenforceable in any respect, such provision shall be modified so as to make it valid, legal, and enforceable, and the v... | Label: Severability |
b8c5733c-7482-49dd-9ca4-9be7637d247b | Clause:
The provisions of Sections 5, 6, 9, 10, 11 and 12 shall survive the Term.
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, Ben... | Label: Survival |
a65fbfa0-81e9-446a-b4eb-301bbc875e82 | Clause:
The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided , however , that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordatio... | Label: Assignments |
00104316-9b28-4496-aa29-4fbfe3cbb55c | Clause:
Notices and payments required hereunder shall be deemed properly given if duly sent by U.S. First Class Certified Mail, Return Receipt Requested and addressed to the Parties at the addresses set forth above. The Parties hereto will keep each other advised of address changes.
Task: Classify this clause into ONE... | Label: Notices |
c2305e96-c757-441a-aad6-71ec44389e4c | Clause:
Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or 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 of the ap... | Label: Releases |
366c30cd-cd61-4499-a047-9506b84fb2f1 | Clause:
This Agreement constitutes the entire agreement of the parties hereto and supersedes in their entirety all prior representations, understandings, undertakings or agreements (whether oral or written and whether expressed or implied) of the parties with respect to the subject matter hereof; provided, however, tha... | Label: Entire Agreements |
f0338ad7-9642-4a30-a157-7aa5e1bdbfe6 | Clause:
All of the direct and indirect subsidiaries of the Company are set forth on Exhibit 21.1 to the Annual Report on Form 10-K for the year ended December 31, 2016 filed with the SEC (the “ 10-K ”). The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free ... | Label: Subsidiaries |
d5f1d2ac-0f1f-4dc1-a298-914187a2c525 | Clause:
Unless this Agreement shall have been terminated pursuant to Section 9.01 , and subject to the satisfaction or waiver of the conditions set forth in ARTICLE VIII , the closing of the Merger and the other transactions contemplated hereby (the “ Closing ”) shall take place at the offices of Baker Botts L.L.P., 30... | Label: Closings |
45692ddd-68b3-4eb8-9e17-848655676caf | Clause:
Except as permitted herein, Seller shall not sell, assign, transfer or otherwise dispose of, or grant any option with respect to, or pledge, hypothecate or grant a security interest in or lien on or otherwise encumber (except pursuant to the Program Agreements), any of the Purchased Assets or any interest there... | Label: Assignments |
d30300db-2d41-4d87-831d-10e35ab1a709 | Clause:
Normal federal and state withholding taxes will apply to all payments.
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, Benefi... | Label: Withholdings |
47cfd998-140c-4ce8-b58b-4e0d2f412663 | Clause:
In performing its billing and collection duties hereunder, Manager shall act as Group’s agent and shall indicate it is billing in the name of Group. Group hereby appoints Manager, for the Term hereof, as its true and lawful attorney-in-fact, with full power of assignment and substitution, to bill patients or th... | Label: Assignments |
a5c4e48b-48c3-45b4-8603-bbdfb6849c65 | Clause:
The representations, warranties and covenants of the Company and the Investor contained herein shall survive the Closing and delivery of the New Preferred Shares.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, ... | Label: Survival |
583361ff-913a-413c-8a31-0f5c6250b327 | Clause:
Subject to Section 4 below and the other provisions of this Agreement, all of the shares of Restricted Stock shall vest on [Insert Vesting Date] , the [fourth] anniversary of the Grant Date (the “Vesting Date”). The period beginning on the date hereof through and including the Vesting Date shall be referred to... | Label: Vesting |
80b2e6d9-5ecc-4d9c-a362-5bd495ad38ef | Clause:
Except as otherwise expressly provided herein, all payments by Borrower under the Loan Documents shall be made to the respective Lender to which such payments are owed, at such Lender’s office in immediately available funds on the date specified herein. Unless otherwise provided, interest is payable monthly on ... | Label: Payments |
7d490b06-a73b-40b8-94bf-9ce61a0072eb | Clause:
The Parties hereto shall pay their own costs and expenses in connection herewith.
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 Sal... | Label: Expenses |
bba60604-7e32-48a7-b9c8-fa18071011c3 | Clause:
At any time and from time to time after the Effective Date, at the request of the other Party and without further consideration, a Party shall, at the requesting Party’s expense, execute and deliver such other documents and take such actions as the other Party may reasonably request to give full effect to the p... | Label: Further Assurances |
65ad922c-360f-4ec1-a8bf-aa3cb3ee27da | Clause:
The Company owns or possesses adequate and enforceable rights to use all material patents, patent applications, trademarks, service marks, trade names, logos, corporate names, copyrights, trade secrets, processes, mask works, licenses, inventions, formulations, technology and know-how and other intangible prope... | Label: Intellectual Property |
c03e67fb-7e2f-49ca-85e2-9f8c6b6cd2c3 | 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 based upon arrangements made by or on behalf of Purchaser.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustme... | Label: Brokers |
bee6f0f7-8d5f-4246-8ec2-af1ddb3b4058 | Clause:
No party hereto shall issue or disseminate to the public (by advertisement, including without limitation any “tombstone” advertisement, press release or otherwise), submit for publication or otherwise cause or seek to publish any information describing the credit or other financial accommodations made available... | Label: Publicity |
46b25356-07d5-4801-8013-69c3de29108c | Clause:
This letter shall be governed by and construed in accordance with the internal laws of the state of New York, without giving effect to any choice or conflict of law provision or rule (whether of the state of New York or any other jurisdiction) that would cause the application of laws of any jurisdiction other t... | Label: Governing Laws |
e3234db6-c644-474f-a8c3-1e1203c569a7 | Clause:
The Plan, effective as of January 1, 1995, was previously amended and restated effective January 1, 1999, January 1, 2005 and January 1, 2014 and is now further amended and restated effective July 1, 2015. The Plan benefits of any Participant whose employment terminated prior to July 1, 2015 shall be governed b... | Label: Effective Dates |
2c647def-c571-45de-a602-fc1e14f36cb8 | Clause:
Directly or indirectly use the proceeds of the Loans or otherwise make available such proceeds to any Person, for the purpose of financing the activities or business of or with any Person or in any country or territory that at such time is the subject of any Sanctions, or for any payments to any governmental of... | Label: Anti-Corruption Laws |
31c3de19-5c59-4239-9f2b-c1750bab5706 | Clause:
Subject to compliance with the Corporation’s policies as from time to time in effect regarding the incurrence, substantiation, verification, and reimbursement of business expenses, the Corporation will pay or reimburse Executive for all reasonable expenses incurred in connection with the performance of Executiv... | Label: Expenses |
e3d20a80-666d-4dd1-aca3-2cfa933e6684 | Clause:
If the Corporation incurs legal fees and other expenses to enforce this Agreement and/or seek redress for any violation, Employee promises and agrees to pay all costs, court costs, fees and expenses, including reasonable attorneys’ fees, incurred by the Corporation to enforce this Agreement whether by an action... | Label: Remedies |
61b61bb9-aae1-42bb-9f28-541b816824ea | Clause:
The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that (other than as permitted by Section 7.03 ) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder ... | Label: Successors |
8defa7eb-de0f-4a42-9935-57260628e588 | Clause:
The Lender shall have received all fees required to be paid, and all expenses required to be reimbursed for which invoices have been presented (including the reasonable fees and expenses of outside legal counsel), on or before the Effective Date. All such amounts will be paid with proceeds of Loans made on the ... | Label: Fees |
d1ed2d65-d3f7-4c86-9c5d-893a5084e126 | Clause:
Your position as Chief Executive Officer may be terminated in accordance with the terms set forth in the Company’s Bylaws. You may also resign your position for any or no reason on the terms set forth in the Company’s Bylaws, and such resignation will be effective upon its acceptance by the Company’s Board of D... | Label: Terminations |
a49d58f3-0ce6-4d78-82d3-59e499950f51 | Clause:
This Agreement shall be governed by the laws of the state of Illinois.
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, Benefi... | Label: Governing Laws |
1b0227b7-91f4-4a29-bf8f-2f31b8311166 | Clause:
The Borrower and each Restricted Subsidiary owns, licenses or possesses the right to use, all of the trademarks, domain names, service marks, trade names, copyrights, patents, franchises, licenses and other intellectual property rights (collectively, “ IP Rights ”) that are used or held for use in or are otherw... | Label: Intellectual Property |
ed29e270-a0e2-4feb-a94e-621447a78930 | Clause:
Except as set forth in Section 8(d) above, any disagreement, dispute, controversy or claim arising out of or relating to this Agreement or the interpretation of this Agreement or any arrangements relating to this Agreement or contemplated in this Agreement or the breach, termination or invalidity thereof shall ... | Label: Arbitration |
4d591fd7-f258-4f1e-99e4-4afd92649be5 | Clause:
The Administrative Agent having received the executed counterparts of (i) this Amendment executed by the Borrower, Holdings, the Administrative Agent, Lenders constituting Required Lenders (as defined in the Credit Agreement), the Additional Term B-3 Lender, each other Term B-3 Lender and each Amendment No. 2 E... | Label: Counterparts |
bdf48aea-ce6b-4827-953d-f3d940f4a2dc | Clause:
The Parties acknowledge and agree that irreparable injury to the Other Party would occur in the event that any provision of this Agreement were not performed in accordance with such provision’s specific terms or were otherwise breached or threatened to be breached, and that such injury would not be adequately c... | Label: Specific Performance |
d8b2e31b-9d1b-4e16-943b-27a5acafc551 | Clause:
This Agreement may be executed in separate counterparts and each such counterpart shall be deemed an original with the same effect as if all Parties had signed the same document. It shall not be necessary in making proof of this Agreement to account for more than one counterpart. A signature made on a facsimile... | Label: Counterparts |
37fa2011-6c05-4bb8-8be1-4e823f77a0a2 | Clause:
In the event any part or provision of this Master Lease shall be determined to be invalid or unenforceable, the remaining portion of this Master Lease shall nevertheless continue in full force and effect.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendment... | Label: Severability |
91105b72-0bf3-443d-b5ee-6630795783b8 | Clause:
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY AND STILLWATER MUTUALLY HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED HEREON, ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS LETTER AGREEMENT, THE NOTE OR ANY OTHER DOCUMENTS CONTE... | Label: Waiver Of Jury Trials |
176089dd-0674-4c96-9bd7-8833a80a5669 | Clause:
Executive agrees that after the Separation Date Executive will be available to answer any questions regarding Executive’s job and job duties. This includes but is not limited to testifying (and preparing to testify) as a witness in any proceeding or otherwise providing information or reasonable assistance to Fl... | Label: Cooperation |
6d7d56e4-c542-4ec9-9713-377218ea5b43 | 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 at the facsimile number... | Label: Notices |
94310fcb-58df-43e7-ab53-d4c8b799f7d7 | Clause:
Indemnified Parties may enforce the obligations of Indemnitor without first resorting to or exhausting any security or collateral or without first having recourse to the Note, the Loan Agreement, the Security Instrument, or any other Loan Documents or any of the Property, through foreclosure proceedings or othe... | Label: Enforcements |
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