id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
87a562b2-78c1-46ca-9687-2adfcb062350 | Clause:
For purposes of this Agreement, unless otherwise specified: (i) each term, whether stated in the singular or the plural, shall include both the singular and the plural, and pronouns stated in the masculine, feminine or neuter gender shall include the masculine, feminine and the neuter gender; (ii) all reference... | Label: Interpretations |
80bc53b6-a5d7-4ffb-9d41-0613ba87f92e | Clause:
Borrower hereby releases and/or forever discharges Lender, including its members, managers, employees, agents, attorneys, officers, directors, representatives and affiliates, (collectively "Lender Parties ") from any and all claims, demands, actions, causes of action, liabilities, losses or costs, whether known... | Label: Releases |
6933d418-b64e-44e9-8d7f-feda90246db4 | Clause:
Subject to the provision for payment of the Closing Costs in accordance with the terms of Section 9.5 hereof and any other provision of this Agreement, whether or not the transaction contemplated by this Agreement shall be consummated, all fees and expenses incurred by any party hereto in connection with this A... | Label: Expenses |
9e8866c1-9541-4aee-a80e-0ecd65230c47 | Clause:
TIME IS OF THE ESSENCE WITH RESPECT TO ANY PAYMENTS DUE TO THE MANAGER UNDER THIS AGREEMENT.
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, Authorization... | Label: Payments |
ae470c4e-4042-4c28-925a-811621681c7f | Clause:
EACH BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST THE ADMINISTRATIVE AGENT, ANY LENDER, THE L/C ISSUER, OR ANY RE... | Label: Submission To Jurisdiction |
960ebce6-3710-49ff-b5fa-9eff8ad6aafa | Clause:
This Agreement sets forth the entire understanding between the parties with respect to the terms of Employee's employment. Notwithstanding the forgoing, the terms of the EverBank Profit Sharing and Savings Plan (or any successor plan or plans) and any Option or Restricted Unit Agreements relating thereto to whi... | Label: Entire Agreements |
db8c0b83-8b43-48a8-aa96-03e13236c991 | Clause:
The Borrower will not, and will not permit any of its Restricted Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates (other than the Borrower o... | Label: Transactions With Affiliates |
66de39b5-09ac-44ce-97ea-c7b384c146a1 | Clause:
Neither the termination of the Executive’s employment hereunder nor the expiration of the Contract Term shall impair the rights or obligations of any party hereto which shall have accrued hereunder prior to such termination or expiration. The obligations of Section 4 shall, to the extent provided in Section 4, ... | Label: Survival |
46c03ced-24b6-465e-a7ae-57e5ef906e64 | Clause:
Participant is free and authorized to enter into this Agreement, to make the covenants, representations and warranties contained herein and to grant the rights granted herein.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Appl... | Label: Authority |
cc9d3b61-6a29-4ec6-b089-97e9a4a9bd1d | Clause:
This Agreement shall be construed in accordance with and governed by the laws of the Commonwealth of Pennsylvania.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Au... | Label: Governing Laws |
8807f4ae-cc66-41f5-bdfc-33eac4868483 | Clause:
EACH PARTY HERETO WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESE... | Label: Waiver Of Jury Trials |
349ca150-eb02-4977-b540-c73f4ea36007 | Clause:
Executive will be covered under Company's insurance policies and, subject to applicable law, will be provided indemnification to the maximum extent permitted by Company's bylaws, certificate of incorporation and standard form of indemnification agreement, with such insurance coverage and indemnification to be i... | Label: Indemnifications |
af35e164-0f9c-4786-a02f-085babf7a53a | Clause:
This Agreement contains the entire agreement of the parties relating to the subject matter herein, and may not be waived, changed, extended or discharged except by an agreement in writing signed by both parties.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Am... | Label: Entire Agreements |
aaa86732-d9af-4b4c-8b6e-5e3d315dc159 | Clause:
Any notices, requests, demands and other communications provided for by this Agreement shall be sufficient if in writing and delivered in person or sent by registered or certified mail, postage prepaid, to the Employee at the last address for which the Employee has provided written notice to the Employer, or to... | Label: Notices |
947b468c-eed9-4cd5-a5b3-41c0fd64c12f | Clause:
Executive will continue to be provided indemnification to the maximum extent permitted by the Company’s and its subsidiaries’ and affiliates’ Articles of Incorporation or Bylaws, the Indemnification Agreement between the Executive and the Company dated March 18, 2016, and, if applicable, by any directors and of... | Label: Indemnifications |
665d5857-54a8-46fb-89fb-22f97d903cfb | Clause:
The Company shall, at any time and from time to time after the Closing, upon the request of Buyer, do, execute, acknowledge and deliver, and cause to be done, executed, acknowledged or delivered, all such further acts, deeds, assignments, transfers, conveyances, powers of attorney or assurances as may be reason... | Label: Further Assurances |
25917502-add3-421d-a728-a219393fbc06 | Clause:
All vested Stock Options granted to the Executive (including Stock Options vested pursuant to this Agreement) shall be exercisable for 24 months following the later of (a) the Date of Termination or (b) the date that Executive ceases to be a member of the Board and a member of the board of director of any of th... | Label: Terminations |
e86eacc3-c2aa-43f7-8980-ba14bf01c044 | Clause:
This Agreement shall be construed and enforced for all purposes and in all respects in accordance with the substantive laws of the State of Washington.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, ... | Label: Applicable Laws |
ca89e66e-aee4-4f1b-8b9a-b3cbe902e5fc | Clause:
The agreements in this Section shall survive the resignation of Administrative Agent, the L/C Issuer and the Swing Line Lender, the replacement of any Lender and the occurrence of the Facility Termination Date.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Ame... | Label: Survival |
eb8c1ebf-ca21-48c3-9b57-c176322d23e9 | Clause:
Any notices or other communications required to be given hereunder shall be given by hand delivery or by first class mail with all fees prepaid and addressed, if to the Company, to it at its principal place of business, Attn: General Counsel, and if to Participant, to him, her or it at the address set forth in ... | Label: Notices |
1bccb04b-132d-4f1a-8103-959a9ffbcd59 | Clause:
The waiver of or failure to enforce by any one Party any breach of any term, covenant or condition contained in this Termination Agreement will not be construed or deemed to be a waiver of any subsequent or similar breach of the same or any similar term, covenant, representation, warranty or condition; nor will... | Label: Waivers |
16e9cfb2-0d32-46ed-a2ec-02a2f755cf25 | Clause:
Buyer shall deliver the balance of the Purchase Price (less the amount of the Final Earnest money, plus or minus prorations and escrow fees, if any) to Seller and Seller shall execute and deliver the Deed, or Deeds (as defined below) to Buyer or Buyer’s designee(s) at “Closing”. Closing shall take place on the ... | Label: Closings |
655a41bd-88ba-4d24-a5b3-f36470675517 | Clause:
The Borrower and its Subsidiaries have conducted their businesses in compliance in all material respects with the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, and other similar anti-corruption legislation in other applicable jurisdictions, and have instituted and maintained poli... | Label: Anti-Corruption Laws |
80884e22-3fd8-419a-a40d-00fd9f806fb2 | Clause:
The closing of the transactions contemplated by Section 2.1 through Section 2.2 (the “ Closing ”) shall take place remotely by the electronic exchange of documents or at the offices of Dechert LLP, 1095 Avenue of the Americas, New York, New York, at 11:59 PM Eastern Time three (3) Business Days after the satisf... | Label: Closings |
bee10c82-95d3-402f-91f6-651da1e6cce5 | Clause:
Each Party hereby agrees to indemnify, defend and hold the other Party and the other’s directors, officers, shareholders, members, employees and agents harmless from and against any breach by the indemnifying Party of its obligations hereunder.
Task: Classify this clause into ONE of these types (exactly one la... | Label: Indemnifications |
f91e7307-69e9-41ca-a0be-c9f8f5f2622b | Clause:
This Commitment Increase Agreement may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same agreement. Delivery to the Administrative Agent of a signed counterpart ... | Label: Counterparts |
4b892e08-8dda-43ad-a19f-1e3775205501 | Clause:
The execution, delivery and performance by Purchaser of this Agreement have been duly authorized by all requisite corporate action of Purchaser. Purchaser has duly executed and delivered this Agreement, and this Agreement constitutes the valid and binding obligation of Purchaser, enforceable in accordance with ... | Label: Authorizations |
ae4c3335-6672-4bc3-ade2-14779c9e5e1b | Clause:
The execution, delivery and performance of this Agreement and each Ancillary Document required to be executed and delivered by each EFI Party at Closing, and the performance of the transactions contemplated hereby and thereby, will not (a) violate any provision of the organizational documents of either EFI Part... | Label: No Conflicts |
34eafefc-4485-4c77-99a4-f4e2b0bccd01 | Clause:
The Agreement is intended to either comply with, or be exempt from, the requirements of Code Section 409A. To the extent that this Agreement is not exempt from the requirements of Code Section 409A, this Agreement is intended to comply with the requirements of Code Section 409A and shall be limited, construed ... | Label: General |
58494318-f41a-445d-904a-bd16626e4575 | Clause:
This Agreement constitutes the entire agreement of the Parties with respect to the subject matter hereof.
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: Entire Agreements |
36e84a6a-6857-4493-ab80-7792c19d2505 | Clause:
FOR GOOD AND VALUABLE CONSIDERATION, THE RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, THE BORROWER AND EACH OTHER OBLIGOR HEREBY, FOR ITSELF AND ITS SUCCESSORS AND ASSIGNS, FULLY AND WITHOUT RESERVE, RELEASES AND FOREVER DISCHARGES EACH LENDER, EACH AGENT, THE ARRANGER, THE ISSUING BANK, AND EACH O... | Label: Releases |
61c96dbe-63df-44f5-9290-8350b3145944 | Clause:
This Agreement shall be governed by and construed according to the laws of the State of Delaware, without regard to its conflict of law principles.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbi... | Label: Governing Laws |
8b2870e3-0a2a-4cac-a138-06a09d29138b | Clause:
Except as set forth on Schedule 2.07, there are no actions, suits, proceedings or investigations pending or, to the knowledge of Axiom after reasonable investigation, threatened by or against Axiom or affecting Axiom or its properties, at law or in equity, before any court or other governmental agency or instru... | Label: Litigations |
9aaaee20-0a8c-4ba7-83d1-d954e58ba384 | Clause:
The delay or failure of the Lender to exercise its rights hereunder shall not be deemed a waiver thereof. No waiver of any rights of the Lender shall be effective unless in writing and signed by the Lender and any waiver of any right shall not apply to any other right or to such right in any subsequent event or... | Label: No Waivers |
5f981d73-ae1f-4f83-8270-db722b1a73dc | Clause:
Notwithstanding any provision to the contrary in this Agreement, none of the representations or warranties of the Issuer in this Agreement and none of the covenants of the Issuer in this Agreement to be performed by the Issuer prior to the Exchange Closing shall survive the Exchange Closing.
Task: Classify thi... | Label: Survival |
80033577-28a9-4cb2-bd7d-f2c0007d4aa2 | Clause:
Executive acknowledges and agrees that (i) the purpose of the foregoing covenants is to protect the goodwill, trade secrets, and Confidential Information of the Company Group; (ii) because of the nature of the business in which the Company Group is engaged and because of the nature of the Confidential Informati... | Label: Enforcements |
40575718-cb82-4f21-a64f-1fde6b1c1250 | Clause:
The Plan shall be construed, administered and enforced in accordance with the laws of New York without regard to conflicts of law.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignme... | Label: Governing Laws |
645e1c02-3947-409f-b26e-b55d9e09a957 | Clause:
This Guaranty amends and restates in its entirety each Existing Guaranty; provided that this Guaranty is in no way intended to constitute a novation of any obligations owed by any Existing Guarantor to the Guaranteed Parties under any such Existing Guaranty, all of which are hereby reaffirmed, ratified and conf... | Label: Amendments |
b7c8f6eb-44ae-4dde-b281-66816877a75e | Clause:
Each party’s obligations under this Section 3.03 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.
... | Label: Survival |
166da155-46fa-4611-ba05-75e1cec20a8a | Clause:
During the Term, the Company shall pay the Executive a base salary (the “ Base Salary ”), which shall be paid in accordance with the Company’s regular payroll practices in effect from time to time, but not less frequently than monthly. The Executive’s Base Salary shall be at an annualized rate of Six Hundred T... | Label: Base Salary |
4839fe71-e63a-44dd-ab0f-1084e0233b27 | Clause:
During the five-year period prior to the date on which this representation is made or deemed made with respect to any Pension Plan or Multiemployer Plan, no ERISA Event has occurred which would reasonably be expected to have a Material Adverse Effect. Except as would not reasonably be expected to have a Materia... | Label: Erisa |
f6f905d2-a2d6-4cb2-8ffc-719a0819987c | Clause:
No proceeds of any Purchase hereunder shall be used by an Originator (i) to acquire any security in any transaction which is subject to Section 13 or 14 of the Securities Exchange Act of 1934, (ii) to acquire any equity security of a class which is registered pursuant to Section 12 of such Act or (iii) for any ... | Label: Use Of Proceeds |
3b71ff46-897d-41ed-8acf-91899d81c139 | Clause:
This is a Massachusetts contract and shall be construed and enforced under and be governed in all respects by the laws of The Commonwealth of Massachusetts, without regard to the conflict of laws principles thereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements... | Label: Governing Laws |
e80dd89a-dfe2-4f85-b9d9-297436cd8684 | Clause:
For purposes of this Section Taxes on Payments, the term “applicable law” includes FATCA.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, ... | Label: Defined Terms |
982abecb-a747-4b2d-8461-9fe39b7b74ca | Clause:
This Third Amendment may be executed in one or more counterparts, and each of which shall be deemed to be an original, and all of which shall constitute one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws... | Label: Counterparts |
974e2211-a9e9-4562-ac52-cacc878474de | Clause:
This Agreement will be governed by, and construed in accordance with, the laws of the State of Colorado without reference or regard to the conflicts of law rules thereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicabl... | Label: Governing Laws |
0b012149-a183-4008-8046-8024422c6bcd | Clause:
Executive hereby expressly confirms Executive’s continuing obligations to the Company pursuant to Executive’s Employee Invention Assignment and Confidentiality Agreement entered into between Executive and the Company (the “ Confidential Information Agreement ”).
Task: Classify this clause into ONE of these typ... | Label: Confidentiality |
696bfb78-85b0-4e96-bd12-33a9b22fe202 | Clause:
The Company agrees to reimburse Indemnitee in full for any Expenses incurred by Indemnitee in connection with investigating, preparing for, litigating, defending or settling any action brought by Indemnitee under Section 10(a) above, or in connection with any claim or counterclaim brought by the Company in conn... | Label: Expenses |
f5933d45-fe72-4792-9db6-c57e6a1744b3 | Clause:
The Holder agrees that the obligations imposed on the Holder in this Agreement will apply during Holder’s employment with PTC and will survive the termination of Holder’s employment. The Holder further agrees that any change in Holder’s position, title or responsibilities while employed by PTC will not invalida... | Label: Miscellaneous |
bf19038a-cfae-4ccc-a3ff-05ce16dfc179 | Clause:
The Contract Period shall end on the date of Employee’s death.
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, Bind... | Label: Death |
fb274b07-7641-4aef-9beb-d284a7b5c0a1 | Clause:
Whenever possible, each provision of this Note will be interpreted in such manner as to be effective and valid under applicable law. However, if any provision of this Note will be held to be prohibited by or invalid under applicable law, it will be ineffective only to the extent of such prohibition or invalidi... | Label: Severability |
f159a8d9-0c7b-4615-a3ef-0305cd59f45e | Clause:
No fractional shares of Common Stock are to be issued upon the exercise of this Right, but rather the number of shares of Common Stock to be issued shall be rounded up to the nearest whole number. The Company shall pay any and all transfer, stamp, issuance and similar taxes, costs and expenses (including, witho... | Label: Taxes |
baacbf7e-7b21-45d1-9120-580cdcbb2629 | Clause:
This Agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws of the State of Texas or, where applicable, United States federal law, in each case, without regard to any conflicts of laws provisions or those of any state other than Texas .
Task: ... | Label: Governing Laws |
6c494a6e-50b8-470b-a08d-31360bffb415 | Clause:
If the Eligible Employee’s employment with the AEP System Companies is terminated, following the Termination Date, the Eligible Employee agrees to reasonably cooperate with the AEP System Companies and their counsel in connection with any matter that arises from or relates to the Eligible Employee’s relationshi... | Label: Cooperation |
6c19b204-c7e4-4994-b3d4-9f8080b344a0 | Clause:
This Agreement, and all of the terms and conditions hereof, shall bind the Company and its successors and assigns and shall bind Executive and Executive’s heirs, executors and administrators. No transfer or assignment of this Agreement shall release the Company from any obligation to Executive hereunder. Neithe... | Label: Assignments |
53eaf597-eea7-46f9-9127-411816905873 | Clause:
The Borrower and Holdings agree, jointly and severally, to pay on demand all reasonable out-of-pocket costs and expenses incurred by the Administrative Agent in connection with the preparation, negotiation and execution of this Amendment, including, without limitation, all Attorney Costs.
Task: Classify this c... | Label: Expenses |
3160bf70-216a-4dc5-8f73-275ab787b437 | Clause:
Sellers have the right to use all of its legal and trade names without payment to any person. Sellers owns or possesses adequate licenses or other rights to use all Intellectual Property included in the Purchased Assets. No affiliate of Sellers owns or uses any Intellectual Property of Sellers.
Task: Classif... | Label: Intellectual Property |
a18430ac-b0de-4204-8748-872e6fe5722b | Clause:
Promptly following the execution of this Agreement, the Company shall reimburse Engine for its reasonable, documented out-of-pocket fees and expenses (including legal expenses) incurred in connection with seeking Board representation at the Company at the 2016 Annual Meeting and the negotiation and execution of... | Label: Expenses |
5faadfa2-a43f-4ccb-a10c-07dc7db69c23 | Clause:
Schedule 3.14 sets forth the name, the jurisdiction of organization and the ownership interest of each direct or indirect Subsidiary of the Borrower as of the Effective Date.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Appli... | Label: Subsidiaries |
9fe68329-cd4e-4b7a-8fd9-4a21fa80e833 | Clause:
The term of this Agreement commences on the Effective Date and continues until the expiration of the last Royalty Term, unless terminated earlier as provided in this Agreement (the “Term” ). Upon expiration, but not termination, of this Agreement, BELLICUM will have a worldwide, fully-paid up, non-exclusive rig... | Label: Terms |
246a924a-13e3-471a-897b-d9f007a3b98e | Clause:
This Agreement shall be construed, interpreted and governed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein without reference to rules relating to conflict of law.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustmen... | Label: Governing Laws |
a2d7e112-ffa6-479d-a87a-b0cd46d79e9b | Clause:
Paragraph headings used herein are for convenience only and shall not be construed as controlling the scope of any provision hereof.
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 |
78de4b05-dfec-400b-9290-91f6071266f5 | Clause:
Capitalized terms used herein and not defined herein shall have the meanings set forth in the Advisory Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Aut... | Label: Defined Terms |
7c1fbb53-4490-4649-be12-e5f299613851 | Clause:
The rights and remedies of the Lender Group under this Agreement, and the other Loan Documents shall be cumulative and not exclusive of any rights or remedies which they would otherwise have. No failure or delay by the Lender Group, or any of them, or the Required Lenders in exercising any right shall operate a... | Label: Waivers |
f5f3ee76-8afc-4905-9778-faee99f4bb49 | Clause:
If Grantee’s service as an employee or as a member of the Board of the Company terminates for any reason other than death, disability or Retirement, then upon that termination Grantee shall forfeit all RSUs that have not become vested on or before the date of such termination, and no Shares shall be delivered n... | Label: Forfeitures |
e85e1458-d7f8-44b3-bdcf-b0d4827db078 | Clause:
The Stockholders shall, without further consideration, from time to time, execute and deliver, or cause to be executed and delivered, such additional or further consents, documents and other instruments as the Special Committee may reasonably request in order to vest, perfect, confirm or record the rights grant... | Label: Further Assurances |
c2bc6869-3966-4aa6-9989-eac9b9b38b62 | Clause:
Except as disclosed in the SEC Reports, 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 before or by any court, arbitrator, governmen... | Label: Litigations |
4bcceaa8-3e39-469d-8f08-5de3b8545e3a | Clause:
Any dispute arising out of or relating to this Agreement or the alleged breach of it, or the making of this Agreement, including claims of fraud in the inducement, shall be discussed between the disputing parties in a good faith effort to arrive at a mutual settlement of any such controversy. If, notwithstandi... | Label: Arbitration |
c1baaefd-0e0f-4ec8-87ab-fff3b2441cc7 | Clause:
Notwithstanding anything to the contrary in this Agreement, it is intended that the severance benefits and other payments payable under this Agreement satisfy, to the greatest extent possible, the exemptions from the application of Section 409A of the Code provided under Treasury Regulations Sections 1.409A-1(b... | Label: General |
40567e60-7bcf-497f-af14-252f2a11c08c | Clause:
Without in any way limiting the provisions of Sections 7.2 and 9, in case any one or more of the provisions contained in this Agreement for any reason shall be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of thi... | Label: Severability |
e67e4cde-e9ee-4ffc-9b06-143c47bcfb2d | Clause:
The obligations of the Supporting Party under ARTICLE II and Section 4.1 of this Agreement shall remain in effect until the earliest to occur of (a) the performance in full by the Supporting Party of their obligations under the Agreement, and (b) the termination of the Merger Agreement in accordance with Sect... | Label: Terminations |
37db1bf3-72db-433e-bbd3-ef98f69245c4 | Clause:
Effective retroactive to January 1, 2016, and during the Employment Period, the Company shall pay Executive an annual base salary in the amount of $450,000 (the “ Annual Base Salary ”), payable in installments consistent with the Company’s normal payroll schedule, subject to applicable withholding and other tax... | Label: Base Salary |
ffb5acb9-cf90-4758-ab9f-08650531bbac | Clause:
The Company represents and warrants that (i) the representations and warranties contained in Section 4.01 of the Credit Agreement are correct on and as of the date hereof, as though made on and as of the date hereof (or, if any such representation or warranty is expressly stated to have been made as of a specif... | Label: Representations |
d32116d9-6e4f-4135-a118-9df31fb6e250 | Clause:
Together with such report, Mirna shall make a payment to Rosetta of all Royalties and Sublicense Fees payable for such Quarter, and provide written documentation, including [***].
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, ... | Label: Payments |
e0196499-84cc-44ec-b213-c7fdead7f8a3 | Clause:
The provisions of this Agreement shall survive the termination of this Agreement and/or the termination of the Executive’s employment to the extent necessary to effectuate the terms contained in this Agreement, including, without limitation, the terms of Sections 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17, 1... | Label: Survival |
aa564da6-8717-4260-851a-2759b874d905 | Clause:
Evidence . Within 60 days after the Effective Date, and from time to time thereafter upon the reasonable request of the Administrative Agent, t he Borrower shall take such actions and execute and deliver such documents and instruments as the Administrative Agent shall require to ensure that the Administrative ... | Label: Titles |
41db4f6e-440f-4914-a8c6-4e96021fb103 | Clause:
Each of the parties hereto hereby consents to the filing by or on behalf of the SPV or the Servicer, and at the sole expense of the SPV, of each of the UCC-3 financing statement amendments in substantially the forms attached hereto as Exhibit C in order to reflect, in each case, the amendments set forth herein.... | Label: Consents |
6c03d238-8d7e-4cc7-a13d-9e86b24b352d | Clause:
ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND INTERPRETATION OF THIS AGREEMENT WILL BE GOVERNED BY THE INTERNAL LAW OF BERMUDA, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS, AND THE PARTIES HEREBY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF BERMUDA.
Task: Classify this clause into ONE o... | Label: Governing Laws |
0c1ba8c8-5276-45e4-9e32-f7d8c0136eea | Clause:
Any provisions of this Agreement which impose an obligation after termination or expiration of this Agreement shall survive the termination or expiration of this Agreement and be binding on the parties.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments,... | Label: Survival |
26afae95-1031-46b0-a94e-7407843f8759 | Clause:
Fee . Agent and Lenders have determined not to charge Borrowers a fee in connection with this Agreement. Agent and Lenders reserve the right to charge a fee in connection with any future amendment, waiver, consent, or other accommodation provided to Borrowers.
Task: Classify this clause into ONE of these types... | Label: Waivers |
103f1abc-238f-4f95-938f-a798f77312eb | Clause:
Executive’s employment from the Company terminated on (the “Termination Date”).
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 Salar... | Label: Terminations |
0e2ffd2d-6e88-4904-9721-b5d9a377eb08 | Clause:
All capitalized terms used but not otherwise defined herein have the meanings given to them (including by reference) in the Pledge and Security Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approval... | Label: Defined Terms |
ac7382de-4fcd-455a-9dd1-54652593ef60 | Clause:
The respective obligations of Landlord and Tenant under this Paragraph 5 shall survive the expiration or other termination of the Term of this Lease, and if the Term hereof shall expire or shall otherwise terminate on a day other than the last day of a fiscal year, the actual Base Rent or Additional Rent incurr... | Label: Survival |
3bc31ad6-9375-4ab9-b215-c0ca3454da7e | Clause:
Subject to Section 2.19(a), the Company shall give the LC Issuer notice prior to 10:00 a.m. (Chicago time) at least five Business Days prior to the proposed date of issuance or Modification of each Facility LC, specifying the beneficiary, the proposed date of issuance (or Modification) and the expiry date of su... | Label: Notices |
cf7db902-70a6-46c8-9687-8f5858bbb741 | Clause:
Executive acknowledges that in the course of her employment with the Company or its subsidiaries, Executive has gained knowledge and experience and/or was a witness to events and circumstances that may arise in or relate to the Company’s or its subsidiaries’ defense or prosecution of current or subsequent proce... | Label: Cooperation |
0b4f25e9-964b-4373-b6d0-8362e92ba03a | Clause:
The Borrower agrees to indemnify each Lender for, and to hold each Lender harmless from, any loss or expense that such Lender may sustain or incur as a consequence of (a) default by the Borrower in making a borrowing of, conversion into or continuation of Eurodollar Loans after the Borrower has given a notice r... | Label: Indemnity |
da642f42-ed41-4576-bf07-157cf2a895c6 | Clause:
No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver. Failure or delay on the part of a party to exercise fully any right, remedy, power or privilege under this Agreement shall not operate as a waiver thereof. Any single or partial exercise of an... | Label: Waivers |
f395e4a3-3748-44d5-87a7-627939edf527 | Clause:
The Managers shall cause the Company to exercise its voting rights in its Subsidiaries in accordance with this Agreement. Therefore, any matter that would be deemed to be a Member Approval Matter or a Board of Managers Approval Matter, when it relates to a Subsidiary, shall be treated as a Board of Managers App... | Label: Subsidiaries |
c704eb01-59b6-4d52-b976-f97d1387f602 | Clause:
This Agreement and the other Transaction Documents contain the complete agreement between the Parties and supersede any prior understandings, agreements or representations by or between the Parties, written or oral, which may have related to the subject matter hereof and thereof in any way.
Task: Classify this... | Label: Entire Agreements |
7dfa0895-81a0-4b08-8bd4-45ec6a2aaadc | Clause:
None of this Agreement or any of the rights, interests or obligations hereunder shall be assigned by any of the Parties hereto, in whole or in part, by operation of law or otherwise, without the prior written consent of the other Parties, and any attempt to make any such assignment without such consent shall be... | Label: Assignments |
7e671c4a-e9b5-48c6-b5e9-9d8e954c2140 | Clause:
(a) Except as otherwise specified herein or if the context may otherwise require, capitalized terms not defined in this Agreement shall have the respective meanings assigned such terms set forth in Appendix A to the Sale and Servicing Agreement, dated as of the date hereof (the “ Sale and Servicing Agreement ”)... | Label: Definitions |
6af1c32f-5cdc-42c9-922e-ad1e4cba296c | Clause:
The provisions of this Article XV shall survive the termination 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, Assignments, Assigns, Authority, Authorizations, Base Sa... | Label: Survival |
84d77cb0-04fd-40f4-967d-89def79afe3a | Clause:
This Agreement is solely for the benefit of the Parties hereto and is not binding upon or enforceable by any other persons. No Party to this Agreement may assign its rights or delegate its obligations under this Agreement, whether by operation of law or otherwise, and any assignment in contravention hereof sha... | Label: Assignments |
46153a3f-e3a1-4c6b-a592-949cb89e8ebb | Clause:
This Agreement will be governed by and construed in accordance with the laws of the State of Nevada without regard to the laws that might be applicable under conflicts of laws principles.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruptio... | Label: Governing Laws |
5755a7c8-064a-4e2a-a23d-068bf7cf2568 | Clause:
The Oncor Entities shall continue to employ Executive, and Executive accepts continued employment with the Oncor Entities as of the Effective Date upon the terms and conditions set forth in this Agreement, including the rights set forth in 1(c). Such employment shall be on an “at will” basis, meaning that eithe... | Label: Employment |
072ed64d-dd58-46ee-8eb0-c610f7b9fefe | Clause:
All reasonable out-of-pocket expenses, costs, attorney’s fees and legal expenses, amounts advanced in performance of obligations of Borrower, and indemnification amounts owing by Borrower to Lender under or pursuant to this Loan Agreement, the Note, and/or any Security Documents shall be due and payable upon de... | Label: Indemnifications |
d3be62b9-b26f-4b24-a687-e13022f8926f | Clause:
Upon the occurrence of a Change in Control of the Company, all amounts credited to any and all Stock Bonus Accounts and Discretionary Allocation Accounts of each Participant as of the effective date of such Change in Control shall become immediately 100 percent vested. Notwithstanding anything to the contrary s... | Label: Change In Control |
5f627f1e-93f8-4308-a3b2-90092f52a44e | Clause:
This Agreement may be executed in a number of identical counterparts, each of which, for all purposes, is to be deemed as original, and all of which constitute, collectively, one agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corrupt... | Label: Counterparts |
1aefaad7-3cdf-45ab-9058-d2ba0fe987da | Clause:
Employee shall perform in a professional and business-like manner, and to the best of his ability, the duties described on Schedule 1 to this Agreement and such other duties as are assigned to him from time to time by Employer's President and Chief Executive Officer. Employee understands and agrees that his du... | Label: Duties |
cebafba2-5e05-4058-ac47-14f17b97efb1 | Clause:
Each of the Parent and its Subsidiaries has timely filed or caused to be filed all United States federal income tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate... | Label: Taxes |
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