id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
4d239c94-2750-4d9a-a960-82da36675733 | Clause:
During the Term, it will comply, and will ensure that its Affiliates comply, with all local, state, federal and international laws and regulations in all material respects in connection with its obligations hereunder, including, with respect to Pieris, those laws and regulations relating to the development, man... | Label: Compliance With Laws |
32008793-ba10-4603-bcc4-c85c70f384e9 | Clause:
Awards may be granted on the terms and conditions set forth in this Section 6. In addition, the Committee may impose on any Award or the exercise thereof, at the date of grant or thereafter (subject to Section 10(c)), such additional terms and conditions, not inconsistent with the provisions of this Plan, as th... | Label: General |
64611ab6-0be4-4c41-95fa-e10bbd6a5850 | Clause:
The Award shall vest and become nonforfeitable (subject to Section 6.4 of the Plan), with respect to the portion of the total number of Stock Units comprising the Award (subject to adjustment under Section 6.2 of the Plan) on the dates specified in the Vesting Schedule above, subject to earlier termination or a... | Label: Vesting |
4862250d-251e-4d37-97ce-402abf869124 | Clause:
The Employer shall reimburse the Executive for all reasonable travel, industry, entertainment, and out-of-pocket and miscellaneous expenses incurred by the Executive in connection with the performance of his business activities under this Agreement in accordance with the existing policies and procedures of the ... | Label: Expenses |
1b58c7a7-8e48-40b4-9bf4-748b2c7303b2 | Clause:
The parties hereto shall pay their own costs and expenses in connection herewith, except that the Company shall reimburse the Investors for their reasonable and documented legal fees and related costs in connection with the transactions contemplated hereby up to a maximum of $50,000 within a reasonable time fol... | Label: Expenses |
9ccb9321-4954-4013-8c48-8aed20f985ba | Clause:
All matters with respect to this Agreement, including, without limitation, matters of validity, construction, effect and performance, will be governed by and construed in accordance with the laws of the State of Ohio applicable to contracts made and to be performed therein between the residents thereof (regardl... | Label: Applicable Laws |
6d50a780-40d7-4523-8aaf-094b7bd3b663 | Clause:
No benefit shall be granted more than ten years after May 5, 2011, the date of the approval of the amendments to this Plan by the shareholders of the Company. The terms and conditions applicable to any benefits granted prior to such date may at any time be amended, modified or canceled by the Committee, or the ... | Label: Amendments |
648ff351-d4f5-44e8-8f6a-bb41dfab1dce | Clause:
Each notice relating to this Agreement shall be in writing and delivered in person or by registered mail to Wintrust Financial Corporation, 9700 West Higgins Road, Rosemont, Illinois 60018, Attn: General Counsel, or at such other address designated by the Company. All notices to the Participant or other person ... | Label: Notices |
7a901747-5178-4580-a136-fc71d73482a8 | Clause:
THIS WAIVER AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. SECTIONS 10.15 AND 10.16 OF THE CREDIT AGREEMENT ARE HEREBY INCORPORATED BY REFERENCE INTO THIS WAIVER AND SHALL APPLY HERETO.
Ta... | Label: Governing Laws |
6ebaca4a-ad32-4814-aa37-89d4ec1d1d34 | Clause:
This Second Amendment shall be governed by the laws of the State of Colorado.
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,... | Label: Governing Laws |
e7685271-e013-4327-bed7-9e7775a100c0 | Clause:
Except as expressly provided herein, this Agreement shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Administrative Agent or the Lenders under the Existing Credit Agreement or any other Loan Document, and shall not alter, modify, ame... | Label: Amendments |
b265aeb2-95e5-46b2-943e-597cfe5f10e9 | Clause:
This Agreement shall be binding upon the Executive and upon the Executive’s dependents, heirs, representatives, exec utors, administrators, successors and assigns, and shall inure to the benefit of the Company and others released in this Agreement, and to their respective dependents, heirs, representatives, exe... | Label: Binding Effects |
90ee8af7-e7bd-4f4b-8fea-6b4067436f9d | Clause:
The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that could reasonably be expected to be integrated with the offer or sale of the Shares in a manner that would require the registration under the ... | Label: Integration |
7b38b11c-550c-47a0-8ae0-da39496760a3 | Clause:
The termination or expiration of this Agreement shall not affect the rights or obligations which have accrued prior to the effective date of such termination or expiration. Sections 4, 5, 6, 7, 8(f), 9, 10, 11, and 12 of this Agreement shall survive any termination or expiration of this Agreement.
Task: Classi... | Label: Survival |
38953e98-745b-4943-ac73-d31199601184 | Clause:
Borrower shall not create, establish or acquire Subsidiaries or acquire or own stock or any other interest in any bank other than the Bank, or permit the creation, establishment or acquisition of any such Subsidiaries by any other Subsidiary, except as permitted under Section 6.4.
Task: Classify this clause in... | Label: Subsidiaries |
faa21797-04b4-4c30-98ed-ab5d26458c53 | Clause:
This Release may be executed in several counterparts, each of which shall be deemed to be an original, but all of which together will constitute one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applic... | Label: Counterparts |
24b358af-b375-44ce-be2b-b427e4bd8bc3 | Clause:
The Executive shall be entitled to defense by and full indemnification from the Company for any claims brought against him based on any alleged act or omission related in any way to the Executive’s employment by the Company to the maximum extent permitted under applicable law and the Company’s bylaws. In additi... | Label: Indemnifications |
e2c08698-b045-4c7e-9171-61264712b36c | Clause:
No broker, investment banker or other Person, is entitled to any broker’s, finder’s or other similar fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Buyer.
Task: Classify this clause into ONE of these types (exactly one label)... | Label: Brokers |
9ae7f207-a32b-4235-9034-f7bd4eb0c157 | Clause:
Medgenics will maintain insurance with respect to its activities to be performed in connection with the Initial Development. Such insurance will be in such amounts and subject to such deductibles as the Parties may agree based upon standards prevailing in the industry at the time.
Task: Classify this clause in... | Label: Insurances |
a0e915a6-f600-4fb2-9c59-29a0abf8dc82 | Clause:
The following (whether now existing or hereafter arising) are absolutely and irrevocably assigned by Borrower to Beneficiary and, at the request of Beneficiary, shall be paid directly to Beneficiary in accordance with Section 2.06(c)(v) of the Credit Agreement (or any other applicable Section of the Credit Agre... | Label: Insurances |
83cfa473-f948-4dfe-991d-6b7ef81a2aca | Clause:
Each of Landlord and Tenant guarantees, warrants and represents that the individual or individuals signing this Amendment on its behalf have the power, authority and legal capacity to sign this Amendment on behalf of and to bind all entities, corporations, partnerships, limited liability companies, joint ventur... | Label: Authority |
38c317f0-d715-46fd-b0b6-11b5f5c201f4 | Clause:
The audited Consolidated financial statements of the Borrower, for the fiscal year ended December 31, 2014 and the unaudited Consolidated financial statements of the Borrower for the fiscal quarter ended September 30, 2015, furnished to the Administrative Agent and the Lenders, are true and complete in all mate... | Label: Financial Statements |
65eb78aa-49eb-479d-9ef2-2d02e00aeb8a | Clause:
This Amendment has been duly executed and delivered by the Borrower and is the legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, except as affected by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and othe... | Label: Enforceability |
10942b31-d243-4d98-a3d9-f908836df689 | Clause:
The rights and remedies of the Members hereunder shall be cumulative (and not alternative). The Members agree that, in the event of any breach or threatened breach by any Member of any covenant, obligation or other provision set forth in this Agreement, for the benefit of each other Member: (a) such other Membe... | Label: Specific Performance |
3ec49307-25da-4c12-ba47-7a3820fd0541 | Clause:
The Borrower is using or has used the proceeds of the Loans exclusively for the purposes specified in Section 5.01 .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, ... | Label: Use Of Proceeds |
5b59d782-233b-4912-a71e-bb714ed39e08 | Clause:
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall be deemed to be one and the same instrument. Signatures delivered by facsimile shall be effective for all purposes.
Task: Classify this clause into ONE of these types (exactly ... | Label: Counterparts |
9113260f-df95-4c4d-94f2-3db2295e07c9 | Clause:
If earned and granted, the Primary Long-Term Incentive Shares vest equally over 3 years from the potential award date (March 15, 2017). Upon vesting, each ratable portion of the award becomes unrestricted and must be paid or made available by March 15 of the year following vesting. That portion of the award tha... | Label: Vesting |
cfd0e043-7520-4543-b51a-11aed06dbc85 | Clause:
Excluding any matters covered by Section 3.08 , no authorization, consent, approval, waiver, license, qualification or written exemption from, nor any filing, declaration, qualification or registration with, any Governmental Authority or any other Person is required in connection with the execution, delivery or... | Label: Approvals |
49e798e4-527b-48ed-b116-8f11074d8f48 | Clause:
Any and all notices, requests, demands and other communications provided for by this Agreement shall be in writing and shall be effective when delivered in person or by overnight courier or delivery service, or three business days after being deposited in United States mail, postage prepaid, registered or certi... | Label: Notices |
1d94f848-1d17-43a1-8129-903b7781c78c | Clause:
The Grant Letters and these Grant Conditions shall bind and inure to the benefit of the successors and assignees of the Company. The Grantee may not sell, assign, transfer, pledge or otherwise dispose of the Performance Shares, except to a successor grantee in the event of the Grantee’s death.
Task: Classify t... | Label: Assignments |
ec51de95-7152-4db3-8fb3-106873525fc3 | Clause:
Each of the Parent Borrower and its Restricted Subsidiaries has good title in fee simple to, or a valid leasehold interest in, all its material real property located in the United States of America, and good title to, or a valid leasehold interest in, all its other material property located in the United States... | Label: Liens |
ab00945f-ac24-47ca-815c-5789a87a945f | Clause:
Debtor waives presentment and demand for payment of any of the Obligations, protest and notice of dishonor or default with respect to any of the Obligations, and all other notices to which Debtor might otherwise be entitled, except as otherwise expressly provided herein or in the Securities Purchase Agreement.
... | Label: Waivers |
41cc5785-a448-437c-96a3-5b9d2d1ec053 | Clause:
This Bill of Sale shall be governed by and construed in accordance with the laws of the State of California.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authorit... | Label: Governing Laws |
03cea00d-fc49-45b2-a521-f5675ba93922 | Clause:
When a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement unless otherwise indicated. The table of contents, table of defined terms and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interp... | Label: Interpretations |
a7843a9e-e282-415c-8b8d-f38ed6ed40ea | Clause:
This Agreement shall be construed under, and governed in accordance with, the laws of the State of New York.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authorit... | Label: Applicable Laws |
b311d959-31a0-47dc-b294-da6a59f0d32e | Clause:
Unless otherwise specifically provided in this Agreement, each Party shall pay its own expenses incident to this Agreement and all action taken in preparation for effecting the provisions of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendme... | Label: Expenses |
2242efcf-ed05-408c-9c0d-eed590b9e9d5 | Clause:
For valuable consideration, the receipt and sufficiency of which is acknowledged, Assignor does hereby irrevocably assign, transfer, sell, convey and deliver to Assignee, its successors and assigns, Assignor’s entire ownership rights, title, interest and priority in and to the Transfer Agent Letter and correspo... | Label: Assignments |
824c0a35-45df-4d97-ac53-5746c34aae2f | Clause:
The execution and delivery by such Transferor of this Agreement and each other Transaction Document to which it is a party, and the performance of its obligations hereunder and thereunder do not result in the creation or imposition of any Adverse Claim on the assets of such Transferor, or contravene or violate ... | Label: No Conflicts |
c194e0fc-04cd-407e-8503-6e4f0f487062 | Clause:
As of the Effective Date, set forth in Schedule 3.12 is a complete and correct list of all of the Subsidiaries together with, for each such Subsidiary, (i) the full and correct legal name, (ii) the type of organization, (iii) the jurisdiction of organization, (iv) if applicable, whether it is a Subsidiary Guara... | Label: Subsidiaries |
c1969704-4d87-437d-b8af-db7090dd8a39 | Clause:
The execution, delivery and performance of this Amendment and any other agreements or instruments executed in connection herewith and the transactions contemplated hereby and thereby (i) are within the authority of Borrower and Guarantors, (ii) have been duly authorized by all necessary proceedings on the part ... | Label: Authorizations |
77a44f11-1619-4aa2-9f5d-2dea5fe3910f | Clause:
EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE REQUIREMENTS OF law , ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY SUIT, ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THI... | Label: Waiver Of Jury Trials |
6bf97253-2d6e-4436-8729-cdec23f3bc7e | Clause:
Except as set forth on Schedule 3.1(j) and other than 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 propertie... | Label: Litigations |
653d2278-53e6-4801-912a-7c79cd52f7bc | Clause:
The term of this Agreement (the “Term”) shall commence on the Date of Hire and shall terminate upon the earlier to occur of (i) the Expiration Date (as defined below), or (ii) the termination of Employee’s employment with all of the Consolidated Companies.
Task: Classify this clause into ONE of these types (ex... | Label: Terms |
8f46dd07-2130-4961-99cb-8a021aa2558f | Clause:
The parties agree that certain matters in which the Executive will be involved during the Term may necessitate the Executive’s cooperation in the future. Accordingly, following the termination of the Executive’s employment for any reason (except in the event of the Executive’s death), to the extent reasonably r... | Label: Cooperation |
afad5b82-112e-4c35-972c-3c202b266a78 | Clause:
Both parties shall execute such other documents and perform such acts that are necessary in order to effectuate the intent and purposes of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approval... | Label: Further Assurances |
f09dd37a-9cf3-4673-92df-88216b46090d | 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 hereby based upon arrangements made by or on behalf of Investor.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreeme... | Label: Brokers |
751d79a0-8f75-4da5-bf56-1a1527ffdc60 | Clause:
Each of the parties hereto irrevocably agrees that any legal action or proceeding arising out of or relating to this Agreement brought by any party hereto or its Affiliates against any other party hereto or its Affiliates shall be brought and determined in the Court of Chancery of the State of Delaware in and f... | Label: Submission To Jurisdiction |
3bcac66c-d61a-4631-8a90-b11caf1391b6 | Clause:
This Agreement shall be binding upon and inure to the benefit of the successors and assigns of each Party hereto ; provided, however , that neither this Agreement nor any right or obligation hereunder may be assigned or delegated by either Party (including, without limitation, by merger, operation of law, or th... | Label: Assignments |
07dd7671-f7c9-41df-9f27-eb44ab2ff7ce | Clause:
The Company shall not be required to hold an annual meeting of Members. Special meetings of the Members may be called at any time by the Board, for the purpose of addressing any matters on which the Members may vote by delivering Notice to the Members entitled to vote on the matters thereon. Meetings may be hel... | Label: Notices |
371cfe34-d168-4785-84c0-e3b700d05194 | Clause:
Except as set forth in Section 4.03 of the Seller Disclosure Letter, the execution, delivery and performance by each of the Seller Parties of this Agreement and the Seller Transaction Agreement to which such Seller Party is or will be party, consummation of the Transactions and compliance with the terms of this... | Label: Consents |
87f8dc9f-9037-4357-87fe-d5b5470168d3 | Clause:
All of the direct and indirect Subsidiaries of the Company are set forth on Schedule 3.1(a) . Except as set forth in Schedule 3.1(a) , the Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstandin... | Label: Subsidiaries |
16a7d4ab-93a5-4c69-bc6c-4fbe51b4493d | Clause:
This letter agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed within the State of New York. The parties hereto each hereby waive any right to trial by jury in any action, proceeding or counterclaim arising out of or... | Label: Governing Laws |
162bb644-2155-40aa-b2c7-31ff81aafd65 | Clause:
Except as provided herein, this Agreement shall be effective the date it is signed by both parties.
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: Effective Dates |
61121986-7597-428b-a742-74b3aa7a3c8a | Clause:
In the event any provision of the Plan is held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included.
Task: Classify this clause into ONE of thes... | Label: Severability |
9a85a371-206e-4ac4-8cd3-688bf0174dd3 | Clause:
Section 10.15 of the Credit Agreement is hereby incorporated by reference.
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, Be... | Label: Submission To Jurisdiction |
7cba99ca-3204-47d1-9b1e-b7e3ccab654b | Clause:
Due to the personal nature of the services to be rendered by Adviser, he may not assign this Advisory Engagement Agreement. The Company may assign all rights and liabilities under this Advisory Engagement Agreement to a subsidiary or an affiliate or to a successor to all or a substantial part of its business an... | Label: Assignments |
4c9fdc23-c0e8-4869-86d0-d8caace6174e | Clause:
Except as set forth in the SEC Reports, none of the officers or directors of the Company or any Subsidiary and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently a party to any transaction with the Company or any Subsidiary (other than for services as employees... | Label: Transactions With Affiliates |
a7a99149-fa0d-457c-97b7-a80b38693e49 | Clause:
This Lease shall inure to the benefit of and shall be binding upon the Issuer, the Lessee 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, Assi... | Label: Binding Effects |
97eee611-1b70-46e9-8c54-9bdc232ac2a4 | Clause:
This Agreement shall, in all respects, be governed by and construed and interpreted in accordance with the laws of the State of Georgia.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, As... | Label: Governing Laws |
68a76cd6-80b1-40f3-8eb6-939a8283557e | Clause:
Upon reasonable advance notice, Seller shall permit authorized representatives of Buyer to (i) discuss the business, operations, assets and financial condition of Seller and Seller’s Subsidiaries with their officers and employees and to examine their books of account, records, reports and other papers and make ... | Label: Books |
20072271-8516-41c8-b823-307bcbc76820 | Clause:
The term of Executive’s employment under this Agreement shall be the period commencing on the date hereof and continuing until December 31, 2016, unless terminated earlier pursuant to section 14 (such period, the “ Term ”). Executive’s employment with the Company during the Term and any time period after the Te... | Label: Terms |
c5236bbe-fc09-4660-ab16-481165a44edd | Clause:
The Plan shall become effective upon the earlier to occur of its adoption by the Board or its approval by the stockholders of the Company. It shall continue in effect for a term of ten (10) years from the date of stockholder approval unless sooner terminated, provided that no incentive stock options may be gran... | Label: Effective Dates |
24919fa7-3b6c-4c2d-8c8a-f89e46d0c8de | Clause:
The parties hereto will execute and deliver such further instruments and do such further acts and things as may be reasonably required to carry out the intent and purposes of this Operating Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, A... | Label: Further Assurances |
510faf5f-6096-49a5-8969-bc8fd209777c | Clause:
Each Member, for itself, its Affiliates and their directors, officers, agents, employees and other persons authorized to act in its or their behalf agrees that the Business of the Joint Venture shall be conducted in conformity with all applicable laws, statutes, regulations, rules, policies, and orders as in ef... | Label: Compliance With Laws |
f33b7a38-8431-4ff9-a5e5-f892c2aa6d18 | Clause:
All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed given if: (i) delivered personally, (ii) one day after being sent by FedEx or a similar commercial overnight service, or (iii) three days after being mailed by registered or certified mail, retur... | Label: Notices |
7fe62d2b-e133-4225-af7d-3e388f17269a | Clause:
This Agreement shall be governed by and construed in accordance with New York law without giving effect to the conflict of laws provisions thereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbi... | Label: Governing Laws |
42302cf9-1549-44be-9f35-0f8369bb3815 | Clause:
Unless otherwise defined herein, terms which are defined in the Credit Agreement and used herein (and in the recitals hereto) as defined terms are so used as so defined.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable... | Label: Defined Terms |
6cfeb3f0-191b-4c3c-8c59-5aacca48891e | Clause:
No Default or Event of Default shall have occurred and be continuing on the Closing Date or after giving effect to Loans requested to be made on the Closing Date.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, ... | Label: No Defaults |
c813eae3-edab-4f39-aea1-2e51d87763f4 | Clause:
Each Borrower will, and will cause each of its Subsidiaries to, at Borrowers’ expense, (a) maintain insurance respecting each of each Borrower’s and its Subsidiaries’ assets wherever located, covering liabilities, losses or damages as are customarily are insured against by other Persons engaged in same or simil... | Label: Insurances |
dd5dafa9-4c00-445f-b32b-4ade8db8f438 | Clause:
This Agreement may be executed in one or more counterparts (including by facsimile or electronic transmission), all of which taken together shall constitute one contract. Alternatively, this Agreement may be granted to and accepted by the Participant electronically.
Task: Classify this clause into ONE of thes... | Label: Counterparts |
e1a121f5-285e-417f-9003-01b7175f0f53 | Clause:
The Grantee, if such person is an officer, director or owner of greater than 5% of the Common Stock of the Company at such time (including, for purposes of determining stock ownership, shares of Common Stock issuable upon exercise of options or warrants, or conversion of securities convertible into shares of Co... | Label: Agreements |
0a405486-d067-4363-bf47-8eccc2cddb15 | Clause:
Any question or dispute regarding the administration or interpretation of the Notice, the Plan, the Partnership Agreement or this Agreement shall be submitted by the Grantee, the Partnership or the Company to the Committee. The resolution of such question or dispute by the Committee shall be final and binding o... | Label: Interpretations |
9a977fb7-b854-41af-92b1-d89455c887b5 | Clause:
Any Chairman Retention RSUs that are not vested pursuant to Section 4 of this Award Agreement shall be forfeited on each applicable Vesting Date. Subject to any provision to the contrary in the Letter Agreement (including Section 7 thereof), and notwithstanding anything to the contrary in the Plan, in the event... | Label: Forfeitures |
ba836a8e-9815-47e1-8df4-1788f34f8bc9 | Clause:
(a) The Borrowers agree to pay to the Administrative Agent, in US Dollars, for the account of each Lender, a commitment fee (a “ Commitment Fee ”), which shall accrue at the Applicable Rate on the daily unused amount of each Commitment of such Lender, in each case during the period from and including the Closin... | Label: Fees |
1f8d82fa-7380-46d9-8644-5e6b49ec4882 | Clause:
The obligations of this Article 2 shall be irrevocable until the applicable Release Date or the Note Termination. Upon the occurrence of any Guarantor’s Release Date, the obligations of such Guarantor under this Article 2 shall terminate (other than those as may be reinstated as provided in Section 2.2(d) ), a... | Label: Terms |
cb895f3b-929b-4b02-a33a-253f44d606ea | Clause:
In consideration of the Company’s payment to Executive of $300,000, less all applicable state and federal tax withholdings and other lawful deductions (the “ADEA Consideration”) within five (5) days of the expiration of the revocation period of the ADEA release attached hereto as Exhibit B (the “ADEA Release”),... | Label: Releases |
d98c65fe-bd5d-4428-855d-e6be3a81f42f | Clause:
Borrower and each other Loan Party waives, discharges, and forever releases Agent, each Lender and each Lender Party from and of any and all claims, causes of action, allegations or assertions that Borrower has or may have had at any time up through and including the date of this Amendment, against any or all o... | Label: Indemnifications |
b5409682-60b5-4cee-ae0f-ae4693eda9e7 | Clause:
Immediately prior to a Change in Control of the Company (as defined below) unless in connection therewith an Award is assumed (or a substitute award granted) pursuant to Section 7(a)(1) of the Plan, the Performance Criteria in the Performance Plan Schedule applicable to an Award, if an Award is then outstanding... | Label: Vesting |
b78c2824-16d6-4964-a46a-bfdca4969f4b | Clause:
The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except filings necessary to perfect Liens created under the Loan Documents, (b) will not... | Label: No Conflicts |
46012158-7c41-4b82-b9ba-74cbf3bf5a35 | Clause:
This Agreement may be terminated in the absolute discretion of the Representative, by notice to the Company, if after the execution and delivery of this Agreement and on or prior to the Closing Date or, in the case of the Option Securities, prior to the Additional Closing Date (i) trading generally shall have b... | Label: Terminations |
e3adaa92-b526-446a-b178-704db3675f53 | Clause:
You shall continue to receive your current base salary at the rate of $750,000 per annum from the Transition Date through the end of the Transition Period.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approva... | Label: Base Salary |
753ac882-a246-4a48-8b7a-4b85077ccef2 | Clause:
The terms and conditions of this Agreement, including its exhibits, constitutes the entire agreement between the parties with respect to the subject matter hereof, and merges and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions. Neither of the parties shall be bo... | Label: Entire Agreements |
17e4d806-faba-4253-9abc-169aaf8b6478 | Clause:
The Revolving Line terminates on the Revolving Line Maturity Date, when the principal amount of all Revolving Advances, the unpaid interest thereon, and all other Obligations relating to the Revolving Line shall be immediately due and payable.
Task: Classify this clause into ONE of these types (exactly one lab... | Label: Terminations |
8efa0b34-5915-4e5e-87f5-1d9f1391fece | Clause:
Except as otherwise provided in Sections 3.3, 4.1(g) and 5.8, the Executive and the Company both agree to submit any disputes under this Agreement to binding arbitration with a mutually agreeable arbitrator and to make their best efforts to settle any disputes within 90 days. In the event this does not occur an... | Label: Arbitration |
0fe1b957-bcae-424e-9852-0f0123da41f9 | Clause:
All existing liens, as referenced in Paragraph 4 above, must be satisfied at Closing.
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... | Label: Liens |
68f4c4bc-a858-4693-a0e2-c2c45cd727f0 | Clause:
Except as otherwise expressly set forth herein, this document embodies the complete agreement and understanding among the parties hereto with respect to the subject matter hereof and supersedes and preempts any prior understandings, agreements or representations by or among the parties, written or oral, which m... | Label: Entire Agreements |
766683bf-4c54-4092-98eb-fd58e41cf8e2 | Clause:
For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Credit Party hereby, for itself and its successors and assigns, fully and without reserve, releases, acquits, and forever discharges each Secured Party, its respective successors and assigns, officers, direct... | Label: Releases |
05e07b26-7c52-4e7c-9cc9-dd46671026c1 | Clause:
The failure of any of the parties hereto to at any time enforce any of the provisions of this Agreement shall not be deemed or construed to be a waiver of any such provision, nor to in any way effect the validity of this Agreement or any provision hereof or the right of any of the parties hereto to thereafter e... | Label: Waivers |
48e56e59-276d-4414-870c-9d18cf2dac5b | Clause:
The term of this Agreement shall commence on the Effective Date and shall continue for a period of three (3) years ending on the third anniversary of the Effective Date or, if later, ending on the last day of any extension made pursuant to the next sentence, subject to prior termination as set forth in Section ... | Label: Terms |
ee75954f-d656-4de4-8e17-898dcc5270c4 | Clause:
Executive’s base salary (the “ Base Salary ”) will be paid at the rate of $25,000 monthly ($300,000 annualized) during the Term. Executive’s Base Salary may be increased by the Compensation Committee and/or Board in their sole discretion, but shall not be decreased without Executive’s consent. Executive’s Base ... | Label: Base Salary |
a6c329ab-c2e9-4c2f-a6fa-40021fc03da9 | Clause:
Insurance proceeds shall be applied or disbursed as set forth in Subsection 6.5 of the Credit Agreement to the extent and as applicable.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, As... | Label: Use Of Proceeds |
511e2a6d-c85f-45f9-b935-a2472563d4fd | Clause:
No Loan Party will request any Borrowing, and no Loan Party shall use, and each Loan Party shall procure that its Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing, or lend, contribute or otherwise make available such proceeds to any ... | Label: Use Of Proceeds |
bf8511d2-36bf-4d83-ba66-d9a7b45e185a | Clause:
During the Term, the Chairman shall serve as Chairman of the Board in a non-executive capacity and shall not be either an employee or officer of the Company. The Chairman may serve on one or more committees of the Board consistent with this Section 2. During the Term, the Chairman shall, in a manner consisten... | Label: Duties |
0b3ac922-b6ac-4468-bcc5-ab2d068f887b | Clause:
None of the representations and warranties contained in this Agreement or in any instrument delivered under this Agreement will survive the First Closing. This Section 8.12 does not limit any covenant of the parties to this Agreement which, by its terms, contemplates performance after the First Closing.
Task: ... | Label: Survival |
9eae9240-4d30-497a-9184-2acc6416fb8f | Clause:
This Agreement and each other Loan Document may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery by telecopier of an executed counterpart of a signature page to this Agreement and each other Loan... | Label: Counterparts |
8a3f0079-6cd2-4bd1-a6bd-014e23743cac | Clause:
Subject to the provisions of Sections 5 and 6 of this Agreement, the RSUs shall cease to be restricted and shall, subject to achievement of the Performance Goal set forth below, become non-forfeitable (thereafter being referred to as “ Vested RSUs ”) in [equal] installments on [each of] ... | Label: Vesting |
d6e29ff0-13f3-4c48-967e-b14e6053cc6a | Clause:
Each Borrower and Subsidiary owns or has the lawful right to use all material Intellectual Property necessary for the conduct of its business, without conflict with any rights of others. There is no pending or, to any Borrower's knowledge, threatened Intellectual Property Claim with respect to any Borrower, any... | Label: Intellectual Property |
b1a09c5d-08e7-488d-9281-bbae64067ed7 | Clause:
Tenant shall indemnify, defend and hold Landlord and its members, officers, directors, employees and contractors (collectively, " Landlord Parties ") harmless from any and all claims arising from Tenant's breach of this Lease and/or Tenant's use of the Premises or the Project or from the conduct of its business... | Label: Indemnity |
9eb59931-565f-4b6b-90af-f1fbbf5ab20c | Clause:
Credit Agreement . Effective as of the Restatement Effective Date (as defined below), the Original Credit Agreement is hereby amended and restated to read in its entirety as set forth in Exhibit A hereto (the “ Restated Credit Agreement ”) and the Requisite Lenders hereby consent to the Agency Transfer Agreemen... | Label: Amendments |
211cdb76-8574-47e2-b2ad-88500f853802 | Clause:
From and after the Effective Date, the Administrative Agent shall make all payments in respect of [ the ][ each ] Assigned Interest (including payments of principal, interest, fees and other amounts) to [ the ][ the relevant ] Assignee whether such amounts have accrued prior to, on or after the Effective Date s... | Label: Payments |
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