id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
4395f5f9-fa8b-4bb7-8c84-b2a593de3f66 | Clause:
The Executive agrees that the covenants contained in Sections 5 through 8 of this Agreement are of the essence of this Agreement, that each of the covenants is reasonable and necessary to protect the business, interests and properties of the Employer and their Affiliates, and that irreparable loss and damage wi... | Label: Remedies |
cdb621b2-ae72-4a64-9a35-966041a11afc | Clause:
The Company shall use the net proceeds from the sale of the Securities hereunder as set forth in the Prospectus Supplement, and shall not use such proceeds in violation of FCPA or OFAC regulations.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti... | Label: Use Of Proceeds |
9abeb841-5b48-483b-8772-b5fec6b3a685 | Clause:
Executive will cooperate with the Company and its representatives in connection with any action, investigation or proceeding that relates to events occurring during his employment. This provision shall survive any cessation of Executive’s employment.
Task: Classify this clause into ONE of these types (exactly ... | Label: Cooperation |
9ccca74c-f9ab-45f2-a4a0-d1792c5bda81 | Clause:
The Parties understand and agree that the preceding Sections recite the sole consideration for this Agreement; that no representation or promise has been made by Employee, Company, or any other Released Party concerning the subject matter of this Agreement, except as expressly set forth in this Agreement; and t... | Label: Integration |
00daeed3-ca47-4383-8d32-bddc1da3a553 | Clause:
Administrative Member shall deliver to the Members no later than fifteen (15) calendar days after the previous month end date (i) the trial balance, balance sheet, statement of operations, statement of members equity, statement of monthly cash flows and the rent roll, (ii) any financial reports required by any ... | Label: Financial Statements |
4cf0d7c0-ad3c-4ad9-8c87-0d509baecd7c | Clause:
The Seller holds of record and owns beneficially (A) all of the Company Shares, and such Company Shares represent all of the issued and outstanding capital stock of the Company, and (B) 1,000 shares of common stock of Connected Data, representing all of the issued and outstanding capital stock of Connected Data... | Label: Capitalization |
44f45566-6f22-40d3-82f8-1e4adf1a64de | Clause:
The purchase price for the sale of the Purchased Assets sold to the Purchaser on the Closing Date shall equal the estimated fair market value of the Purchased Assets. Such purchase price shall be paid in cash to Santander Consumer in an amount agreed to between Santander Consumer and the Purchaser, and, to the ... | Label: Payments |
1850b508-9385-43b6-aa6f-35f889c1361c | Clause:
The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was requ... | Label: Financial Statements |
38d2657c-4696-41e5-924b-d35698a89e3c | Clause:
The Lenders and the Administrative Agent shall have received all fees required to be paid, and all expenses for which invoices have been presented (including the reasonable fees and expenses of legal counsel as provided in Section 9.03) at least two Business Days prior to the Effective Date. All such amounts wi... | Label: Fees |
134b9efe-6185-4b4e-a870-5d027bf0b03b | Clause:
Punctually pay when due all sums which may be due under the Loan Documents.
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, B... | Label: Payments |
2298706a-3e2c-431d-8e11-9d523826481c | Clause:
Buyer is duly qualified to do business and in good standing as a foreign corporation in each jurisdiction in which the nature of its business or the properties or assets owned, leased or operated by it makes such qualification necessary.
Task: Classify this clause into ONE of these types (exactly one label):
A... | Label: Qualifications |
62c32fef-8a97-46ba-b507-dde609f63672 | Clause:
Transferee is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. Transferee has full power, capacity and authority necessary to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby.
Task: Cla... | Label: Organizations |
ff867c95-f903-437f-a595-b4144a356802 | Clause:
This Agreement, including the rights and duties of the parties hereto, shall be governed by, and construed in accordance with, the laws of the State of New York (including Sections 5-1401 and 5-1402 of the General Obligations Law of the State of New York, but without regard to any other conflicts of law provisi... | Label: Miscellaneous |
88b85146-a1af-4f96-9609-28bad1e45576 | Clause:
The Company may withhold from any benefit under the Plan an amount sufficient to satisfy its tax withholding obligations. Except with respect to any Member whose employment is terminated for Cause or voluntarily resigns without Good Reason (other than Retirement, as defined in the Company’s 2010 Equity Incentiv... | Label: Withholdings |
07a314fd-c01b-4c6f-8a21-c6f74651b50f | Clause:
The rights and obligations of each Party which by their nature survive the termination or expiration of this Agreement shall survive the termination or expiration of this Agreement, including Sections 4, 6, 7, 8, 9, 10, 11, 14, and 15 (to the extent relevant). In addition, Enzon hereby acknowledges that neither... | Label: Survival |
c0d215ec-1836-4e75-bac2-6f55efd3f2aa | Clause:
Notwithstanding the above, in the event of a Change in Control, all Performance Shares will fully vest immediately as of the Change in Control and will be considered fully earned and will be payable at target promptly as practicable following the Change in Control if the awards have not been assumed or replaced... | Label: Change In Control |
6806696b-9f1b-43a4-877f-e1e464015e5b | Clause:
Borrower and its Subsidiaries shall pay when due all material taxes, fees or other charges of any nature whatsoever (together with any related interest or penalties) now or hereafter imposed or assessed against Borrower, Agent, Lender or the Collateral or upon Borrower's ownership, possession, use, operation or... | Label: Taxes |
71452ef0-307f-4a67-80f7-5b35e9dde46a | Clause:
Buyer shall pay Seller fees for the Services as set forth on the attached Schedule A . After the end of each month during the Term, Seller shall deliver an invoice to Buyer or its affiliate for the Services provided in such month, together with such billing data, supporting documentation and level of detail as ... | Label: Payments |
00309f42-81a0-4254-8248-41a8b4bc243b | Clause:
This Agreement shall be interpreted and enforced in accordance with the laws of Delaware.
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: Applicable Laws |
fcfcb67b-6a75-4c9d-a555-9ef0082d8a6a | Clause:
This Agreement and each and every term, covenant and condition thereof, including all restrictions herein contained upon the sale, transfer, assignment or other disposition or encumbrance of stock, shall be binding upon and inure to the benefit of the transferees, legatees, donees, heirs, executors, administrat... | Label: Binding Effects |
86f9847e-344d-44eb-a219-b411616f3691 | Clause:
Duly observe, conform and comply in all material respects with all laws (including any fictitious or tradename statute), decisions, judgments, rules, regulations and orders of all governmental and regulatory authorities relating to the conduct of its business or its properties and assets, except (i) those being... | Label: Compliance With Laws |
76bd9d0a-b28f-4e35-9731-6d708ef7e1cb | Clause:
This Agreement may be amended by written agreement of amendment executed by all parties hereto, but not otherwise.
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: Amendments |
c4e3b715-ece8-4d1d-a4fb-feb8fca1952d | Clause:
Except for the process for resolving the amount of any Earnout Payment, which is governed exclusively by Section 2.5, any action or proceeding seeking to determine the respective rights or obligations of the parties under this Agreement or any of the Transaction Documents, to enforce any provision of, or based ... | Label: Jurisdictions |
2f34f223-42e8-4888-a0b5-71397c48abb3 | Clause:
The representations, warranties, agreements and covenants contained herein shall survive Closing and the delivery and/or exercise of the Securities, as applicable.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws,... | Label: Survival |
a13268e4-16b9-4dcf-bdcc-88da1e4032cc | Clause:
As a condition to the enforcement of this Agreement, the Guarantor shall have received written notice of any failure by Borrower to pay any Guaranteed Obligations to the Lenders. Except for the notice required under the preceding sentence, the Guarantor hereby waives notice of acceptance of this Agreement, dema... | Label: Notices |
a6acab49-d666-4270-90a3-f4d7412a22e6 | Clause:
Lessor and Lessee agree that the covenants and provisions of this Second Amendment shall not be divulged to anyone not directly involved in the management, administration, ownership, lending against, sale or marketing or subleasing of the Premises, other than Lessee’s or Lessor’s counsel or leasing or sub-leasi... | Label: Confidentiality |
8e4941bc-7134-470d-85c0-0c36aeac610f | Clause:
The Issuers and the Guarantors hereby submit to the non-exclusive jurisdiction of any U.S. federal or state court located in the Borough of Manhattan, the City and County of New York in any action, suit or proceeding arising out of or relating to or based upon this Agreement or any of the transactions contempla... | Label: Consent To Jurisdiction |
3f814ca5-df1c-4027-b7a5-9575c72fe636 | Clause:
The Lender agrees to indemnify the Administrative Agent and each of its shareholders, subsidiaries, affiliates, directors, officers, employees and agents (to the extent not reimbursed under Section 11.04, but without limiting the obligations of the Borrower under said Section 11.04), for any and all liabilities... | Label: Indemnifications |
47aa3f82-c020-417b-9ffc-7c8c5869c86f | Clause:
The Executive shall be entitled to four (4) weeks of paid vacation per full calendar year, which shall accrue and be taken pursuant to Company policies as in effect from time to time. The Executive shall not be entitled to carry over any unused vacation time from year to year.
Task: Classify this clause into O... | Label: Vacations |
bb4e5c72-33d6-4f43-8a61-638939133c35 | Clause:
Effective as of the Effective Date, the Company will pay Executive an annual salary of $296,276 as compensation for Executive’s employment services to the Company (the “ Base Salary ”). The Base Salary will be paid periodically in accordance with the Company’s normal payroll practices and be subject to the usua... | Label: Base Salary |
2fc210c4-9f89-46e2-86f5-6d45335a512e | Clause:
This Agreement shall be construed and enforced in accordance with the laws of the State of Maryland without regard to its conflict of laws, provisions or principles. You irrevocably consent to the exclusive personal jurisdiction of the appropriate state or federal court for Montgomery County, Maryland and waive... | Label: Consent To Jurisdiction |
9d49d8b9-4e17-4e40-90cf-4c74f78130bc | Clause:
After the Separation, Executive will make himself reasonably available to assist and cooperate with the Company in connection with any internal and/or independent review of the Company’s financial policies, procedures and activities in respect of all periods during which Executive was employed by the Company.
... | Label: Cooperation |
765b6166-50e6-4afe-8cc5-2db371cd14c4 | Clause:
Any question or dispute regarding the administration or interpretation of the Notice, the Plan or this Award Agreement shall be submitted by the Director or by the Company to the Administrator. The resolution of such question or dispute by the Administrator shall be final and binding on all persons.
Task: Clas... | Label: Interpretations |
ddd0591b-e390-46fa-bca4-5c489d0c3df5 | Clause:
This Agreement shall be governed by and construed in accordance with the laws of the Federative Republic of Brazil.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, A... | Label: Governing Laws |
057b9c5e-dc8a-4fe9-976b-598b8fa281d5 | Clause:
No failure to exercise and no delay in exercising, on the part of any party hereto, any right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the... | Label: No Waivers |
373b1eb5-8061-40d4-85e4-5aa4b548f913 | Clause:
The Loan Parties and their Subsidiaries have filed all federal and, except to the extent that a failure to do so could not reasonably be expected to have a Material Adverse Effect, other tax returns and tax reports required to be filed (or appropriate extensions have been timely filed), and have paid all federa... | Label: Taxes |
4829b737-f500-445f-8742-187dc85795bb | Clause:
This Separation Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be taken to be an original, but all of which together shall constitute one and the same document. Facsimile and pdf signatures shall be deemed to be of equal force and effect as originals... | Label: Counterparts |
65ff6986-3bde-48f9-91f2-5cf0adaf3081 | Clause:
The Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “1934 Act”) (all of the foregoing filed prior to the date hereof and all exhibits incl... | Label: Financial Statements |
b9e4f923-f1ae-4f74-8b8d-5210aba2d430 | Clause:
All notices and other communications required or permitted hereunder shall be in writing, shall be effective when given, and shall in any event be deemed to be given upon receipt or, if earlier, (a) five (5) days after deposit with the U.S. Postal Service or other applicable postal service, if delivered by regi... | Label: General |
fda0cdba-be58-410a-80d7-6987e417893f | Clause:
This Agreement constitutes the entire agreement of the parties hereto with respect to the subject matter hereof. Any and all provisions of the Purchase Agreement are in no way superseded by any terms of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreeme... | Label: Entire Agreements |
09adb49a-a4a7-42b5-8549-9df77193cea0 | Clause:
The Board shall select from the group of Eligible Employees those individuals who may participate in the Plan. Any Eligible Employee selected for participation shall become a Participant upon written notification by the Board (or as delegated) to the Eligible Employee of his or her participation. Such notificat... | Label: Participations |
c4c72f9a-5792-427e-8f25-70aac09b305b | Clause:
Whenever possible, each provision of this Amendment shall be interpreted in such a manner as to be effective and valid under all applicable laws and regulations. If, however, any provision of this Amendment shall be prohibited by or invalid under any such law or regulation in any jurisdiction, it shall, as to s... | Label: Severability |
c9f518a3-ed6f-4c88-9688-703fe5e99d74 | Clause:
Tenant agrees to furnish to Landlord copies of its Colorado State Sales Tax Return on a quarterly basis. Tenant agrees to furnish to Landlord from time to time (but no less than once annually) a balance sheet showing the then current net worth of Tenant together with a profit and loss statement for Tenant's mo... | Label: Financial Statements |
8f761c12-511a-4fe9-8d74-114d8e1bde56 | Clause:
All notices, requests and demands to or upon Collateral Trustee or any Grantor hereunder shall be effected in the manner provided for in Section 13.01 of the Indenture; provided , however , that any such notice, request or demand to or upon any Grantor shall be addressed to Partnership’s notice address set fort... | Label: Notices |
5b693efe-495e-4731-a6da-1e7f87691244 | Clause:
No step has been taken or is currently intended by any Obligor or, to the knowledge of the Obligors, any other Person for the winding-up, liquidation, dissolution or administration or for the appointment of a receiver or administrator of any Obligor for all or any of the Obligors’ properties or assets. Immediat... | Label: Solvency |
eabe8f48-c27f-4bb0-be63-da0254c08bfb | Clause:
To the extent Administrative Agent or Term Loan B Agent, as applicable, is not reimbursed and indemnified by Loan Parties, each Lender will reimburse and indemnify Administrative Agent and Term Loan B Agent, as applicable, in proportion to its respective portion of the outstanding Advances and its respective Pa... | Label: Indemnifications |
15cfbd8f-7cde-46d9-97a3-e62f396fdc5c | Clause:
The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was requ... | Label: Financial Statements |
460c3f51-6c15-4ba3-bbfa-22b0af1d3f54 | Clause:
The Loan Parties and their Subsidiaries have conducted their business in compliance with the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010 and other similar applicable anti-corruption legislation in other jurisdictions, and have instituted and maintained policies and procedures de... | Label: Anti-Corruption Laws |
d9daacbc-b615-4931-8f03-fd58a5e106a8 | Clause:
Borrower shall pay to Bank immediately upon demand, in addition to any other amounts due or to become due hereunder, any and all (i) withholdings, interest equalization taxes, stamp taxes or other taxes (except income and franchise taxes) imposed by any domestic or foreign governmental authority and related in ... | Label: Taxes |
b887ab46-ad8e-43f8-b98d-3600c26485c6 | Clause:
All notices, requests, demands and other communications provided for hereunder shall be in writing and, if to the Borrower, mailed or delivered to it, addressed to it at the address specified on the signature pages of this Agreement (including a courtesy notice to Benesch Friedlander Coplan & Aronoff LLP, 200 P... | Label: Notices |
b4395c9d-bee6-455f-b1d5-aa493664c25f | Clause:
This Agreement shall inure to the benefit of and shall be binding upon the Company and upon any person, firm or entity with which the Company may be merged or consolidated or which may acquire all or substantially all of the Company’s assets through sale, lease, liquidation or otherwise. The rights and benefits... | Label: Binding Effects |
46b81e3d-d69f-49c2-ad25-281f8c5c66ff | Clause:
The Company shall pay Executive a Base Salary at a rate to be determined by the Compensation Committee (or its designee), upon recommendation of the Direct Supervisor. Base Salary shall be payable in accordance with the regular payroll procedures of the Company.
Task: Classify this clause into ONE of these typ... | Label: Base Salary |
da2664d8-976a-485c-8231-951cc9a135a2 | Clause:
It is understood and agreed by the Parties that money damages would be an insufficient remedy for any breach of this Agreement by any Party and each non-breaching Party shall be entitled to specific performance and injunctive or other equitable relief (without the posting of any bond and without proof of actual... | Label: Specific Performance |
2ca06c8f-89da-4901-b2ab-7a2ab03ab329 | Clause:
All statements, requests and notices delivered hereunder shall be in writing, and if to KCG shall be delivered or sent by mail or e-mail transmission to KCG Holdings, Inc., 300 Vesey Street, New York, NY 10282, Attention: John McCarthy, e-mail: jmccarthy@kcg.com; and if to GA-GTCO shall be delivered or sent by ... | Label: Notices |
c319a3a8-79c1-4890-bb4c-de91673ca9be | Clause:
The Calculation Agent shall initially be Citibank. The Calculation Agent is appointed for the purpose of making calculations and verifications as provided in this Section 3.1(a) . The Calculation Agent, as agent for the Noteholders, shall provide all services necessary to fulfill the role of Calculation Agent... | Label: General |
27eeb5cb-7527-4632-adcd-1967d8997adf | Clause:
The Company hereby agrees to continue to employ the Executive, and the Executive hereby accepts continued employment with the Company, under the terms set forth in this Agreement. The Executive will serve as the Senior Vice President and Chief Medical Officer and shall perform such duties as are ordinary, custo... | Label: Titles |
97e9d44a-432f-4444-a425-4413d7270472 | Clause:
To the best of the knowledge of the officers of the Parent and the Borrower, the Parent, the Borrower and the Borrower’s Subsidiaries have complied with all laws, rules, regulations, orders and restrictions of any domestic or foreign government or any instrumentality or agency thereof having jurisdiction over t... | Label: Compliance With Laws |
284adf69-aacb-4555-ab9b-a1cfaca007db | Clause:
Capitalized terms not defined in the body of this Grant shall have the meanings ascribed to them in the Annex attached hereto and incorporated by reference. Capitalized terms not defined in the body of this Grant or in the Annex shall have the same meaning as in the Plan.
Task: Classify this clause into ONE of... | Label: Definitions |
3256c81d-312b-4c2d-b530-b7e1be1443b3 | Clause:
Each Party hereby acknowledges that confidential Information of such Party or its Subsidiaries may be exposed to employees and agents of the other Party or its Subsidiaries as a result of the activities contemplated by this Agreement. Each Party agrees, on behalf of itself and its Subsidiaries, that such Party’... | Label: Confidentiality |
28b3966a-c4f6-4252-a69a-104abe623649 | Clause:
Except as otherwise determined by the Committee at the time of the grant of the Award or thereafter, upon termination of employment or service during the applicable restriction period, Restricted Stock that is at that time subject to restrictions shall be forfeited; provided, however , that the Committee may (a... | Label: Forfeitures |
3ad24bbb-a0a2-4baf-b3b5-1231cfd7b7a1 | Clause:
All insurance policies required to be obtained by any Loan Party as of the Closing Date pursuant to Section 7.01(d) have been obtained and are in full force and effect and all premiums then due and payable thereon have been paid in full. No Loan Party has received any notice from any insurer that any insurance ... | Label: Insurances |
348ccd25-ace0-4935-add4-8cba821defc9 | Clause:
All notices, demands, requests, consents, approvals and other communications required or permitted hereunder ( “Notices” ) must be in writing (except as may be agreed otherwise above with respect to borrowing requests) and will be effective upon receipt. Notices may be given in any manner to which the parties m... | Label: Miscellaneous |
44a97acf-46de-4846-a2f6-090fce683182 | Clause:
Schedule 5.16 sets forth all the Subsidiaries of Holdings at the Closing Date (after giving effect to the Transactions), the jurisdiction of their organization and the direct or indirect ownership interest of Holdings therein.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments,... | Label: Subsidiaries |
bf9e6534-ca6b-48da-935d-9dde90925f4e | Clause:
Section 3.22 of the Disclosure Letter sets forth each instance in which any of the Seller Companies (a) is subject to any outstanding injunction, judgment, order, decree, ruling, or charge or (b) is a party or, to the Sellers’ Knowledge, is threatened to be made a party to any action, suit, proceeding, hearing,... | Label: Litigations |
f34d27e1-10d9-4eb3-8544-46c5642d2aff | Clause:
This Note shall not be assigned or otherwise transferred, nor may any rights or obligations hereunder be assigned or transferred, by the Company to any third party without the prior written consent of the Holder; provided, however, that the Company may assign or otherwise transfer all or any part of this Note w... | Label: Assignments |
8d2f4dfd-6b07-4561-be3f-3ae74bd2128a | Clause:
Subject to forfeiture in the event, at any time prior to the first anniversary of the grantee’s Retirement, the grantee violates non-compete covenant with BD.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Appr... | Label: Forfeitures |
abea0bc5-0137-431b-8c62-a147ca83ffb3 | Clause:
No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by you and such officer as may be specifically designated by the Board. No waiver by either party hereto at any time of any breach by the other party hereto of, ... | Label: Miscellaneous |
bbae80dd-d759-4346-b5f1-2bfabbb0642c | Clause:
No amendment or waiver of any provision of this Note, nor consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Lender and then any such waiver or consent shall be effective only in the specific instance and for the specific pur... | Label: Amendments |
993f526a-70e2-4cba-a6b5-b16788f588a5 | Clause:
A Lender shall not be required to make any such assignment or delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the Borrower to require such assignment and delegation cease to apply.
Task: Classify this clause into ONE of these types (exactly one lab... | Label: Miscellaneous |
393ef60c-8328-4433-ba44-0fcbc481b5a2 | Clause:
Executive’s Base Salary will be paid ratably during each 12-month period during the term of the Agreement. All payments under the Agreement will be subject to withholding or deduction by reason of the Federal Insurance Contribution Act, Federal income tax, state income tax and all other applicable laws and regu... | Label: Payments |
d63e5617-30b6-4871-a92a-848c99145fe8 | Clause:
There is no action, suit, proceeding or investigation pending or, to the best of Borrowers’ knowledge, threatened against any Borrower, Sole Member, Guarantor, the Manager, any Property or the Collateral in any court or by or before any other Governmental Authority which, if adversely determined, might material... | Label: Litigations |
8cf5b25e-54a8-477d-af4d-21fe577514f7 | Clause:
Except as set forth in the Registration Statement and the Prospectus, the Company and its Subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or ... | Label: Intellectual Property |
379216a7-e8e6-4b61-b79f-fbfd63f03557 | Clause:
This Agreement represents the entire agreement of the parties and shall supersede any and all previous contracts, arrangements or understandings between the Company and the Executive. This Agreement may be amended at any time by mutual written agreement of the parties hereto. In the case of any conflict between... | Label: Entire Agreements |
9478e832-688b-4d7a-a754-6e9f0ae01ab3 | Clause:
This Agreement is to be governed by, and construed and enforced in accordance with, the laws of the State of Ohio, without regard to its rules of conflict of laws that would require the application of laws other than those of the State of Ohio.
Task: Classify this clause into ONE of these types (exactly one la... | Label: Governing Laws |
5e1f08a0-7833-49bc-9210-75c7b36cfd78 | Clause:
This Release, the Agreement, and the documents referenced herein contain the entire agreement between Gehring and the Company, and take priority over any other written or oral understanding or agreement that may have existed in the past. Gehring acknowledges that no other promises or agreements have been offere... | Label: Entire Agreements |
36f342a6-38c6-447b-932c-589194118abc | Clause:
Promptly (but in any event within three (3) Business Day after obtaining Knowledge thereof) notify the Lessee Representative of the existence of any Default or Event of Default (or the equivalent thereof) under and as defined in the applicable Financing Documents describing with particularity the nature of such... | Label: Notices |
724e8a58-36a1-4c11-b309-e6f489ad0ffa | Clause:
This Agreement shall be governed by and construed and enforced in accordance with the substantive laws of the State of New York applicable to agreements made and to be performed entirely in New York.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, An... | Label: Governing Laws |
17d7e455-4df5-48fa-9b36-1fa03d85ca95 | Clause:
This Note may be executed in any number of counterparts and by the different parties hereto on separate counterparts and each such counterpart shall be deemed to be an original, but all such counterparts shall together constitute but one and the same Note. Receipt by facsimile or electronic transmission (includ... | Label: Counterparts |
bd5c8e67-528f-453d-8c21-fce56e7daf8a | Clause:
Except with the prior written consent of the disclosing party, the recipient of any Confidential Information will not disclose that Confidential Information, except to Affiliates, employees, agents or professional advisors who need to know it and who have agreed in writing (or in the case of professional adviso... | Label: Confidentiality |
0af32217-91fd-4e7b-92f8-6bd8e20eb4ed | Clause:
This Agreement may be executed in one or more counterparts and by facsimile and/or scanned and emailed, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreeme... | Label: Counterparts |
31bbff57-1083-4546-aa90-55dc92d4e478 | Clause:
In full satisfaction of all amounts due Employee including all amounts carried on Company’s balance sheet (“ Amounts ”) the Company paid Employee $720,415 (“ Indebtedness Payment ”) as of March 31, 2016.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments... | Label: Payments |
9820481a-8b2d-46e4-b578-45d03e33260f | Clause:
Capitalized terms used herein without definition shall have the meanings assigned to such terms in the Credit Agreement. This Amendment delivered in connection herewith shall constitute Loan Documents for all purposes of the Credit Agreement and the other Loan Documents. Each reference to “hereof”, “hereunder”,... | Label: Definitions |
0411188a-4239-48b1-8a17-d59b2cac877f | Clause:
(a) Except as set forth on Schedule 3.06 , there are no actions, suits or proceedings by or before any arbitrator or Governmental Authority (including, without limitation, the FDA) pending against or, to the knowledge of any Loan Party, threatened against or affecting any Loan Party or any of its Subsidiaries (... | Label: Litigations |
54bb390b-ebfa-4b6d-b9ef-aef1cefbdc95 | Clause:
To induce the Lenders to make the Loans, each of Prologis and General Partner, as applicable, makes the following representations and warranties as of the Effective Date. Such representations and warranties shall survive the effectiveness of this Agreement, the execution and delivery of the other Loan Documents... | Label: Representations |
2038db09-fa8a-4f6a-9ec5-c55919786963 | Clause:
This Amendment may be executed in any number of counterparts, each such counterpart constituting an original but all together one and the same instrument. Any party delivering an executed counterpart of this Amendment by fax shall also deliver an original executed counterpart, but the failure to do so shall not... | Label: Counterparts |
eb350c84-f902-4487-9430-bff6baa6fb44 | Clause:
If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (i) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be affected or impaired thereby and (ii) the parties shall endeavor i... | Label: Severability |
5e9c1ad0-8a36-4320-b5b7-604f0417ca79 | Clause:
Subject to the terms and conditions of this Agreement, the consummation of the Contemplated Transactions (the “ Closing ”) shall take place at the offices of Foley & Lardner, LLP, 555 S. Flower Street, Suite 3500, Los Angeles, California, at 10:00 a.m., Pacific time, within five Business Days after all of the c... | Label: Closings |
b2965136-1b3c-43fb-8a60-737bb5f1727f | Clause:
No approval, consent, exemption, authorization or other action by, notice to, or filing with, any Governmental Authority or any other Person (including, without limitation, any stockholder, member or creditor of such Grantor), is necessary or required for (i) the grant by such Grantor of the security interest i... | Label: Consents |
6de74a0e-c98a-469c-8798-c55c9e11cab9 | Clause:
In consideration of the transfer of the Exchange Note to the Buyer on the Closing Date, the Buyer shall pay to the Seller on the Closing Date, the Exchange Note Purchase Price with respect thereto. If the Exchange Note Purchase Price to be paid for the Exchange Note exceeds the amount of any cash payment for th... | Label: Payments |
9651443b-0676-4a28-88c1-47a8156bb9d5 | Clause:
All payments shall be made in lawful money of the United States of America at such place as the Holder hereof may from time to time designate in writing to the Company. Payment shall be credited first to the accrued interest then due and payable and the remainder applied to principal. Prepayment of this Note m... | Label: Payments |
85432005-87e5-4919-bc29-c97c09a6572c | Clause:
Employee’s annual base salary for all services rendered shall initially be One Hundred Seventy-Five Thousand and 00/100 Dollars ($175,000.00) (less applicable taxes and withholdings) payable in accordance with the Bank’s customary payroll practices as they may exist from time to time (“ Base Salary ”). The Empl... | Label: Base Salary |
4548fd50-1694-4316-adc8-f4fb56983c27 | Clause:
EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION (WHETHER BASED ON CONTRACT, T... | Label: Waiver Of Jury Trials |
2c5a7d5a-173b-460c-bb9c-9d550c604360 | Clause:
The indemnification provided for under this Agreement will remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director, or controlling Person of such indemnified party and will survive the transfer of securities. The Company also agrees ... | Label: Binding Effects |
ae0277e2-05e6-4d3d-9741-67045cff835e | Clause:
The Purchaser has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.
Task: Classify this clause into ONE of these types (exa... | Label: Authority |
b48b5bc2-bfe3-4f66-b69a-b75c0c1e26e4 | Clause:
The parties to each assignment shall deliver to the Administrative Agent: (A) a duly executed Assignment and Acceptance, (B) a processing and recordation fee of $3,500, (C) an Administrative Questionnaire unless the assignee is already a Lender and (D) the documents required under Section 2.16 if such assignee ... | Label: Assignments |
3f6c8e30-fdd5-4264-8e6b-aef2ec5bf502 | Clause:
With respect to any suit, action or proceeding relating to any offers, purchases or sales of the Securities by the undersigned (“ Proceedings ”), the undersigned irrevocably submits to the jurisdiction of the federal or state courts located in the State of Maryland, which submission shall be exclusive unless no... | Label: Submission To Jurisdiction |
b932876c-8f06-4be5-9b67-f2d35bbd2254 | Clause:
Except for the provisions of this Agreement which are explicitly stated to survive the Closing, none of the terms of this Agreement shall survive the Closing. The provisions of this Article 15 shall survive the termination of this Agreement and the Closing.
Task: Classify this clause into ONE of these types (e... | Label: Survival |
ffe0375d-adbb-45f9-b4fb-e7e5368f3a22 | Clause:
Notwithstanding Section 4.8(d) and (e), a Participant or FBU Participant who becomes permanently disabled, as determined by the Benefits Committee in its sole discretion, shall become fully vested 60 days after the date he or she begins receiving long term disability benefits under the Company’s long term disab... | Label: Disability |
555ace29-baa1-4796-bedb-e12b754d17bd | Clause:
Borrower shall not permit or suffer the occurrence of any event nor allow any Subsidiary or other Affiliate to knowingly permit or suffer the occurrence of any event which constitutes an event of default under any indenture or loan agreement or otherwise with respect to any indebtedness of the Borrower, the Ban... | Label: No Defaults |
371f8fe5-9e11-40ce-8a2d-43db46a70162 | Clause:
Any and all notices or other communications or deliveries to be provided by the Corporation hereunder shall be in writing and delivered personally, by facsimile, or sent by a nationally recognized overnight courier service addressed to each Holder at the facsimile number or address of such Holder appearing on t... | Label: Notices |
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