id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
696c66a7-6f6d-4d00-ab62-a1594665c319 | Clause:
This Agreement is governed by and shall be interpreted according to federal law and the laws of Massachusetts. If state or local law and federal law are Inconsistent, or if state or local law is preempted by federal law, federal law governs. If the Bank has greater rights or remedies under federal law, whethe... | Label: Governing Laws |
2718de65-cc0e-41b0-a359-76b3a4102c67 | Clause:
Any delay or omission by any Party to exercise any right or remedy under this Agreement shall not be construed to be a waiver of any such right or remedy or any other right or remedy hereunder . All of the rights of any Party under this Agreement shall be cumulative and may be exercised separately or concurren... | Label: Waivers |
442468fd-cc2f-4196-a6ac-cf5e42869288 | Clause:
Each Company is duly organized, validly existing, and in good standing under the Laws of the jurisdiction in which it is incorporated or organized as identified on Schedule 8.2 (or any revised Schedule 8.2 delivered by Borrower to Lenders evidencing changes permitted by Sections 9.10, 9.11 , 10.10 , or 10.11 ).... | Label: Authority |
f9cffc13-4984-4e41-8e8f-fc356fd35d35 | Clause:
If the Aggregate Revolving Credit Commitments are increased in accordance with this Section, the Administrative Agent and the Borrower shall determine the effective date (the " Increase Effective Date ") and the final allocation of such increase. The Administrative Agent shall promptly notify the Borrower and ... | Label: Effective Dates |
96ba8efa-4459-4d28-a3fc-03234500a626 | Clause:
Any waiver, alteration, amendment or modification of any provisions of this Agreement shall not be valid unless in writing and signed by the Company and the Consultant.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable ... | Label: Modifications |
c8f9df6b-2d39-4958-95da-a55bef1e9737 | Clause:
All amounts payable and calculations hereunder will be in United States dollars and will be paid by bank wire transfer in immediately available funds to such bank account as may be designated in writing by the payee Party from time to time. Whenever for the purposes of calculating the Profit or royalties payabl... | Label: Payments |
9c965470-5434-4bd4-94eb-8f38c4630db4 | Clause:
Effective from and after the date of this Agreement, for a period of three years following the date of this Agreement, each Seller shall not (and shall cause each of its Representatives (including Sean Traynor) not to) knowingly defame or disparage any Releasee, whether in writing or orally and the Buyer shall ... | Label: Non-Disparagement |
92208de1-9a14-4434-97d3-8f8d5b9387f8 | Clause:
All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by courier service, by telecopy or by registered or certified mail (postage prepaid, return receipt r... | Label: Notices |
3c06a955-d0ef-4b33-8e4d-89f4c3a51f4f | Clause:
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one single agreement. Signatures to this Agreement may be transmitted by facsimile or email, and such transmission shall be deemed a valid original.
Task: Clas... | Label: Counterparts |
5fda23c9-34e0-4f89-b7a0-f156899ef310 | Clause:
Borrower is a corporation, and after giving effect to the Exelon-PHI Merger and the Conversion, will be a limited liability company, and each of its Subsidiaries is a corporation, partnership or limited liability company, duly and properly incorporated or organized, as the case may be, validly existing and (to ... | Label: Existence |
77ff66c2-839b-4f6f-a73a-68821ff9446b | Clause:
Any notices provided for in your Option or the Plan will be given in writing (including electronically) and will be deemed effectively given upon receipt or, in the case of notices delivered by mail by the Company to you, five (5) days after deposit in the United States mail, postage prepaid, addressed to you a... | Label: Notices |
f0d3ca5f-2111-458d-bea5-690b7edaa161 | Clause:
Seller has delivered to Buyer, no later than five (5) Business Days prior to the Closing Date, a schedule setting forth (i) the authorized share capital of the Company and (ii) the ownership of the issued and outstanding shares of the capital stock of the Company, in each case as of immediately prior to the Clo... | Label: Capitalization |
2301e718-c60c-4768-b0ff-0a787812d919 | Clause:
The Sellers have the requisite power and authority to execute and deliver this Agreement, and to perform its obligations hereunder and to consummate the transactions contemplated hereby. Novogratz is a trustee of, and has signing authority and exclusive investment authority for, each of the Trusts. The executio... | Label: Authority |
02a21533-8cf0-4b89-8fa5-d46defe92fca | Clause:
Buyer and Sellers may make a press release or other public communication or announcement in connection with the execution of this Agreement, provided that the Person making such release, communication, or announcement provides the other Party reasonable opportunity to review and comment on any such release, com... | Label: Publicity |
c65ae70a-790c-49d2-afb5-f72543582eeb | Clause:
This Amendment shall be governed by and construed in accordance with the Laws of the State of New York without regard to the principles of conflicts of law thereof (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law).
Task: Classify this clause into ONE of these types (exactly one la... | Label: Governing Laws |
45bc3e52-0de5-4a9c-9416-e1b19345804a | Clause:
INOL has all requisite corporate power to execute and deliver, to perform its obligations under, and to consummate the transactions contemplated by, this Agreement (subject to the approval of INOL Shareholders as contemplated by Section 5.4 and to receipt of any consents, approvals, authorizations or other matt... | Label: Authority |
a179b38d-2028-408f-b1c7-802a766d5f6a | Clause:
As a participant in the Company’s long-term incentive compensation program for the __________ Performance Period which covers the fiscal years beginning __________ and __________ (the “Performance Period”), you were granted a long-term incentive award that will be payable following the end of the Performance Pe... | Label: General |
7c76c45f-8ea3-42b4-b026-98f18a5996a1 | Clause:
This sets forth the entire agreement of the parties hereinafter in respect of the subject matter contained herein and supersedes all prior agreements, letters of intent, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by an officer, executive or represe... | Label: Entire Agreements |
b090c97d-8609-49aa-a4bd-dd910f89c6dc | Clause:
This Agreement, together with the Change of Control Agreement, constitutes the entire agreement and understanding between the parties hereto with respect to employment of the Executive, and terminates and supersedes any and all prior agreements, understandings and representations, whether written or oral, by or... | Label: Entire Agreements |
da368f1d-b168-41d8-bdd2-768f7e4d0db7 | Clause:
Borrower shall, at its expense, during the term of this Agreement, procure and keep in force, or cause to be kept in force, the insurance coverages described in Exhibit G attached to this Agreement and conforming to the insurance requirements contained in the Mortgage. In addition, all insurance shall be in for... | Label: Insurances |
3836fa71-132a-430e-b874-ca14b787ef68 | Clause:
All Awards and payments under this Agreement are subject to withholding of all applicable taxes. Such withholding obligations shall be satisfied through amounts that the Participant is otherwise to receive upon settlement. In no event will the Participant be permitted to elect to withhold amounts in excess of t... | Label: Withholdings |
1b47dae4-37f3-4067-8998-8855c52cced7 | Clause:
Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction sha... | Label: Severability |
0708ccb1-1110-4f26-a0d3-510b73050060 | Clause:
The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Accordingly, each party shall be entitled to specific performance of the terms hereof, including an injun... | Label: Enforcements |
d70fb5ca-a10c-44e7-9be2-068003b982fb | Clause:
Executive hereby represents to the Company that Executive has read and understands, and agrees to be bound by, the terms of this Article V. Executive acknowledges that the geographic scope and duration of the covenants contained in this Article V are the result of arm’s-length bargaining and are fair and reason... | Label: Enforcements |
058f8157-2576-405a-b30e-aed25a0ae90e | Clause:
During the Term, the Chairman shall have such duties, authorities and responsibilities as are consistent with his position and shall commit such time as is reasonably necessary to fulfill such duties and responsibilities. The Chairman shall be reasonably available to the Chief Executive Officer and other member... | Label: Duties |
6083f67a-e225-4611-9a1f-5ffbb2c93c14 | Clause:
This Amendment shall become effective as of the date first above written (the “ Amendment Effective Date ”) when (a) the Administrative Agent shall have received counterparts of this Amendment that, when taken together, bear the signatures of the Borrower and a Majority in Interest of the Revolving Lenders and ... | Label: Effectiveness |
695da7fb-1a0d-49f4-a2f6-c71fc582cddf | Clause:
No failure or delay on the part of the Secured Party in the exercise of any power, right or privilege hereunder or under any other Transaction Document shall impair such power, right or privilege or be construed to be a waiver of any default or acquiescence therein, nor shall any single or partial exercise of a... | Label: No Waivers |
42f9c322-7b1b-4db4-ba8f-de457d2cc490 | Clause:
Any Participant who is a current Employee upon the effective date of a Change of Control shall become one hundred percent (100%) vested in his or her Incentive Payment.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable ... | Label: Vesting |
854f8455-ad79-4b5b-bfc2-dc5b89163607 | Clause:
The Company (or Diamond, as applicable) shall reimburse Executive for reasonable expenses incurred by Executive in the furtherance of or in connection with the performance of Executive’s duties hereunder, consistent with how the Company (or Diamond, as applicable) handles expense guidelines and reimbursement fo... | Label: Expenses |
73958a7e-602e-4e29-b258-6021b97f3148 | Clause:
Any and all notices, requests, demands and other communications provided for by this Agreement will be in writing and will be effective when delivered in person, consigned to a reputable national or international courier service (including Federal Express), and addressed to you at your last known address on the... | Label: Notices |
3eb38b9b-dce3-49a3-9952-081c6eda903e | Clause:
This Agreement sets forth this entire Agreement between the Company (and any of its related or affiliated entities, officers, agents, owners or representatives) and Employee relating to the subject matter herein, and supersedes any and all prior discussions and agreements, whether written or oral, on the subjec... | Label: Entire Agreements |
89d0fabe-f427-4bfb-b4ea-d9a539e40b50 | Clause:
Indemnitee shall, as a condition precedent to his or her right to be indemnified under this Agreement, give the Company notice in writing as soon as practicable of any claim made against Indemnitee for which indemnification will or could be sought under this Agreement. Notice to the Company shall be directed to... | Label: Notices |
13dfc8ae-1720-48ec-8e20-a479fa6e2d78 | Clause:
Unless the context clearly indicates otherwise, (i) where appropriate the singular shall include the plural and the masculine shall include the feminine or neuter, and vice versa, to the extent necessary to give the terms defined herein or the terms otherwise used in this Agreement the proper meanings, and (ii)... | Label: Interpretations |
3012d73e-90cf-4566-a01a-c9a5b2c17e41 | Clause:
You are not required to pay for the Performance Units or the Shares underlying Performance Units granted to you pursuant to this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration,... | Label: Payments |
1e0b2d4c-1b71-4f21-9051-f7c2ede682ba | Clause:
If a n y provision of this Agreement shall be declared to be invalid or unenforceable, in whol e or in part , the remainder of this Agreement shall be amended to provide the parties with the equivalent of the same rights and obligations as provided in the original provisions of this Agreement.
Task: Classify t... | Label: Severability |
f525afba-3d98-4c72-9a38-e0d5564d0272 | Clause:
EACH PARTY TO THIS NOTE IRREVOCABLY WAIVES ANY AND ALL RIGHTS SUCH PARTY MAY HAVE TO DEMAND THAT ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN ANY WAY RELATED TO THIS NOTE OR THE RELATIONSHIPS OF THE PARTIES HERETO BE TRIED BY JURY. THIS WAIVER EXTENDS TO ANY AND ALL RIGHTS TO DEMAND A TRIAL BY JU... | Label: Waiver Of Jury Trials |
f47e2bce-97d2-49cc-b828-8f9b07071798 | Clause:
Costs of administration of the terms and conditions of this Agreement will be paid by the Company.
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, Authori... | Label: Expenses |
f38ca180-47d6-4efc-b342-99f27126d40c | Clause:
The rules of interpretation specified in the Credit Agreement (including Section 1.2 thereof) shall be applicable to this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assign... | Label: Interpretations |
3e5d9d35-9670-4d75-a6c5-499086e7cdca | Clause:
The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority (including the FCC, the FAA or any other Licensing Authority), except such as have been obtained or made and are in full force and effect (or, in the case of filings to... | Label: No Conflicts |
ecbe4df4-4410-4c45-8f12-16e0974fc34c | Clause:
This Warrant may be amended, modified, or supplemented only pursuant to a written instrument making specific reference to this Warrant and signed by Company and Holder.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable ... | Label: Amendments |
4ed7d8db-2f5b-458d-b61a-ebf22ef4093e | Clause:
The Borrower has disclosed to the Lenders all agreements, instruments and corporate or other restrictions to which it or any of its Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. No reports,... | Label: Disclosures |
6e7dbef1-bab6-41fe-b829-1958dc7b3bc8 | Clause:
Except as otherwise provided in the Securities Purchase Agreement, the Agent and each Purchaser may assign or transfer this Agreement and any or all rights or obligations hereunder without the consent of any Grantor and without prior notice. No Grantor shall assign or transfer this Agreement or any rights or o... | Label: Assignments |
383d022d-ec3a-4bc3-a0d8-25d1675096b3 | Clause:
This Commitment Letter and the Fee Letter and the contents hereof and thereof are confidential and, may not be disclosed in whole or in part to any person or entity without the prior written consent of the Lead Arrangers except (i) this Commitment Letter and the Fee Letter may be disclosed (A) on a confidential... | Label: Confidentiality |
0e394a17-db75-42d4-a1b3-8cb1e0e8373f | Clause:
Phantom Stock may be paid in Common Stock or in cash or any combination of the two, as determined by the Board and contained in the Phantom Stock agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approv... | Label: Payments |
301830cd-a6ef-4b13-8976-e92352bfab07 | Clause:
All fees and expenses due and payable to the Administrative Agent, the Joint Lead Arrangers and any other Credit Party shall have been paid.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration... | Label: Fees |
16d1014b-3a14-4dd0-8167-492a91ab1ef5 | Clause:
The party making a claim under this Article VIII is referred to as the “Indemnified Party”, and the party against whom such claims are asserted under this Article VIII is referred to as the “Indemnifying Party”. If any Indemnified Party receives notice of the assertion or commencement of any action or claim mad... | Label: Notices |
69fba131-17bf-4f4b-8d00-1204dd763888 | Clause:
Subject only to the terms and conditions of this Agreement, and to the fullest extent permitted by applicable law, upon receipt by the Company of an undertaking by or on behalf of Indemnitee to repay Expenses if it shall ultimately be determined (without further rights of appeal) that Indemnitee is not entitled... | Label: Expenses |
923a235f-cf58-435b-9812-b2dffaf25a4d | Clause:
The Company shall indemnify, defend and hold harmless the Escrow Agent and each of its officers, directors and employees from and against any and all loss, liability, cost, damage, claim and expense, including, without limitation, attorneys’ fees and expenses or other professional fees and expenses which the Es... | Label: Indemnifications |
7a7cc44a-6ece-4f77-9b17-d614a08a4201 | Clause:
Maintain with financially sound and reputable insurance companies property insurance, liability insurance and environmental insurance in such amounts, subject to such deductibles and self-insurance retentions and covering such properties and risks as is customarily maintained by similarly situated businesses, a... | Label: Insurances |
2a65be7d-c919-4270-a40f-0ce2da18f2cc | Clause:
This Agreement shall be construed and enforced in accordance with the laws of the State of Nevada, without application of the principles of conflicts of laws.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Appr... | Label: Construction |
ac95249a-4b16-443c-a758-09ca093fcd7a | Clause:
This Agreement may be modified, amended or otherwise changed only in a writing signed by all of the parties hereto, or in the case of the Investors, the Legion Representative, or their respective successors or assigns.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreeme... | Label: Amendments |
42d2b120-78d2-4c7d-b3ec-a194a536873d | Clause:
Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations promulgated thereunder.
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: Erisa |
3ae12b94-e2a5-482f-9645-10f663d48335 | Clause:
Guarantor, and, by acceptance hereof, Beneficiary hereby irrevocably and unconditionally (a) submits to the non-exclusive jurisdiction of any New York state or federal court sitting in Manhattan in any action or proceeding arising out of or relating to this Guaranty, or for recognition or enforcement of any jud... | Label: Consent To Jurisdiction |
b3b888be-787e-4204-b25d-d3fe187c0ad9 | Clause:
Comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect; provided , that this Section 6.06 shall not apply to E... | Label: Compliance With Laws |
0e405945-adcb-452c-a729-de3b983636bb | Clause:
Each provision of this Agreement is intended to be severable. If any term or provision is held to be invalid, void, or unenforceable by a court of competent jurisdiction for any reason whatsoever, such ruling shall not affect the remainder of this Agreement.
Task: Classify this clause into ONE of these types (... | Label: Severability |
df2553f8-6875-4954-adb5-642d6011fb31 | Clause:
This Agreement, together with any Accepted Orders and warranties incorporated by reference herein pursuant to Section 7.5 , constitute the final, complete and exclusive statement of the Parties’ agreement on the matters contained herein. All prior and contemporaneous negotiations and agreements between the Part... | Label: Entire Agreements |
e00380eb-ac2f-4e88-926e-145cadeb30b7 | Clause:
This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but 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, Applicable L... | Label: Counterparts |
436d8af6-1bd7-4704-ba5d-d54687655f12 | Clause:
Immediately upon the occurrence of a Forbearance Default: (1) the Forbearance Period shall immediately and automatically cease without notice or further action without notice to, or action by, any party, (2) the Holder shall be entitled to exercise any or all of its rights and remedies under the Debenture Docum... | Label: Remedies |
21380388-ba09-43fe-8bdb-cc6e67f98299 | Clause:
This Agreement constitutes the entire agreement between the parties and supersedes all prior oral and written agreements between the parties hereto with respect to the subject matter hereof, including, but not limited to, the Previous Employment Agreement, which is terminated and no longer in force and effect. ... | Label: Entire Agreements |
72649277-b644-4fcb-9efd-f5571e3e4485 | Clause:
Unless otherwise provided in the Plan, Participant’s Performance-Vested Stock Units shall vest in accordance with the terms and conditions set forth in the Notice of Performance-Vested Stock Unit Award.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments,... | Label: Vesting |
d6df59c6-5b90-461c-aa14-7e2e91407f29 | Clause:
Notices and communications under this Agreement must be in writing and either personally delivered or sent by registered or certified United States mail, return receipt requested, postage prepaid. Notices to the Company must be addressed to: Micron Technology, Inc., 8000 S. Federal Way, P.O. Box 6, Boise, ID 8... | Label: Notices |
bb26eba4-7cf5-4992-b6dc-74f3a311a59e | Clause:
This offer letter sets forth the full and complete agreement between you and the Company regarding your employment with the Company. This letter, along with the enclosed Employee Proprietary Information and Inventions Agreement, the Authorization and Release Form for Background Check between you and the Compan... | Label: Entire Agreements |
1853a6d0-5fc7-4573-915c-d6e2a39756b5 | Clause:
This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall constitute one and the same instrument. Delivery of executed counterparts of this Agreement by telecopy or electronic transmission of a "PDF" copy shall be effe... | Label: Counterparts |
e80999dd-014c-496e-8003-98461c98ac97 | Clause:
In the event of a breach or threatened breach by the Executive of any of the provisions of this Agreement, the Executive hereby consents and agrees that the Employer shall be entitled to seek, in addition to other available remedies, a temporary or permanent injunction or other equitable relief against such bre... | Label: Remedies |
5881fb78-7e1a-4206-be90-e8af5f56ce87 | Clause:
The substantive laws of Minnesota and the exclusive jurisdiction of the courts of Minnesota will be applicable hereto on the terms and conditions of this Agreement. The validity, enforceability, construction, and interpretation of this Agreement shall be governed by the laws of the State of Minnesota, without r... | Label: Venues |
248a4f0f-ce97-4d0e-bbb3-73a5d7b10cc7 | Clause:
No amendment, modification, termination or waiver of any provision of this Agreement, and no consent to any departure by the Buyer therefrom, shall in any event be effective unless the same shall be in writing and signed by each of the Buyer, the applicable Seller, and the Applicable Parties.
Task: Classify th... | Label: Amendments |
4e6ecf40-d856-443d-b9df-5e7e87e21f69 | Clause:
Each party’s obligations under this Section 3.01 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 |
4e2c7e0d-4935-4bcf-8c98-b2f899aa5461 | Clause:
Company shall, within 30 days, pay to Employee’s designee or, if no person is designated, to Employee’s estate, Employee’s accrued and unpaid Base Salary and bonus, subject to the terms of any applicable bonus plan, through the date of termination, and any payments required under applicable employee benefit pla... | Label: Death |
e0a99424-cde3-4d23-8ec7-5e52c8cb1305 | Clause:
In the case of the death of a Participant, either while providing services to the Company or its subsidiaries, or prior to distribution of the Participant’s entire Account balance, the Participant’s Account balance shall be distributed to the Participant’s Beneficiary as soon as administratively possible and in... | Label: Death |
3f1f01f4-a11e-43cc-8544-153b1f10e560 | Clause:
The Company understands and confirms that each of the Buyers will rely on the foregoing representations in effecting transactions in securities of the Company. No statement made by the Company in this Agreement, any other Transaction Document or the Exhibits and Schedules attached hereto or in any certificate ... | Label: Disclosures |
5d1946e9-6480-42c6-82b8-c8655ad5dee9 | Clause:
(a) Each Grantor agrees to pay or reimburse each Secured Party for all its reasonable and documented out-of-pocket costs and expenses incurred in collecting against such Grantor under this Agreement or otherwise enforcing or preserving any rights under this Agreement and the other Loan Documents to which such G... | Label: Indemnifications |
77eead3d-5f69-433c-aa69-5a790e798bb6 | Clause:
This Agreement may be amended, supplemented, waived or modified by the written consent of the Managing Member in its sole discretion without the approval of any other Member or other Person; provided , that to the extent that any such amendment, supplement, waiver or modification would adversely affect the righ... | Label: Amendments |
9f0fdd1e-dd5f-4261-9565-692b1cd748e7 | Clause:
Upon the occurrence of any event triggering the prepayment requirement under clauses (i) through (iii) above, the Borrower shall promptly deliver a Notice of Prepayment to the Administrative Agent and upon receipt of such notice, the Administrative Agent shall promptly so notify the Lenders. Each prepayment of ... | Label: Notices |
a17e9057-ccfd-4550-8ef8-7bba76f5169b | Clause:
For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned, with the intention of binding himself/herself, his/her heirs, executors, administrators and assigns, does hereby release and forever discharge First Solar, Inc., a Delaware corporation, and its pre... | Label: Releases |
9d77ca06-4fcb-4e01-bd5a-4e3f6716321d | Clause:
If a Change in Control (as defined below) shall occur at any time during the term of this Agreement, the Officer may terminate her employment for any reason or no reason by delivering a notice in writing (the “Notice of Termination”) to the Bank within thirty (30) days of the Change in Control which termination... | Label: Change In Control |
960073e0-1752-4e54-9e9f-c0bb9450e40c | Clause:
The Company represents and warrants to the Executive that (i) it is fully authorized by action of its Board (and of any other person or body whose action is required) to enter into this Agreement and to perform its obligations under it and under the programs, plans and arrangements referred to in it; (ii) the e... | Label: Authority |
a30841c0-30e1-44dc-8a06-fda2a655d0f4 | Clause:
Except for such matters as have not had and would not be reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect, there is no (a) Proceeding pending, or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries or (b) judgment, decree, inj... | Label: Litigations |
8b051cda-d5ea-4a68-9027-4e5be1230552 | Clause:
If any provision of this Agreement or the application of any such provision to any party or circumstances shall be determined by any court of competent jurisdiction to be invalid and unenforceable to any extent, the remainder of this Agreement or the application of such provision to such Person or circumstances... | Label: Severability |
b1caca47-767f-4003-ae98-d131cffa0159 | Clause:
Except to the extent such matter is not covered by the insurance required to be maintained by Tenant under this Lease and/or except to the extent such matter is attributable to the negligence or willful misconduct of Landlord or any Landlord’s Parties, Landlord shall not be liable to Tenant, or any of Tenant’s ... | Label: Waivers |
2ea615d9-656b-483f-a503-92e4c26fc05e | Clause:
Except as set forth on Schedule 7.14 or as disclosed in writing to the Administrative Agent (which shall promptly furnish a copy to the Lenders), which shall be a supplement to Schedule 7.14 , the Borrower has no Subsidiaries and the Borrower has no Foreign Subsidiaries. Schedule 7.14 identifies each Subsidiary... | Label: Subsidiaries |
49331c8e-db15-4858-b5ab-8b5ff749d788 | Clause:
Any net credit due to Seller as a result of the adjustments and prorations under Section 7.1 shall be paid to Seller in cash at the time of the Closing. Any net credit due to Purchaser as a result of the adjustments and prorations under Section 7.1 shall be credited against the Purchase Price at the time of the... | Label: Payments |
7bdccc2a-c312-4cc9-b664-3dadffe4d756 | Clause:
The Company Parties shall keep strictly confidential and shall not, without the prior written consent of the applicable Supporting Noteholder, disclose publicly, or to any person the holdings or claims of any Supporting Noteholder, including the principal amount of any claims arising under the Notes.
Task: Cla... | Label: Confidentiality |
8cc39899-1beb-4a4b-b554-e2158e25f0e1 | Clause:
The Borrower and the Guarantor are in compliance with all Laws, the failure to comply with which is likely to have a Material Adverse Effect.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitratio... | Label: Compliance With Laws |
9d362a66-6228-46dd-b725-e7de50916b28 | Clause:
Promptly after an Authorized Officer of the Borrower or any Restricted Subsidiary obtains knowledge thereof, notice of (i) the occurrence of any event that constitutes a Default or Event of Default, which notice shall specify the nature thereof, the period of existence thereof and what action the Borrower propo... | Label: Litigations |
76cd1b5e-e92f-40d5-8225-04f66dc2eb47 | Clause:
Subject to applicable laws, any notice, request or other communication to be given to the Company by a holder of Exchangeable Shares shall be in writing and shall be valid and effective if given by first class mail (postage prepaid) or by telecopy or by delivery to the registered office of the Company and addre... | Label: Notices |
8362ff4c-21c9-4f03-a5a4-6dcbd21c61de | Clause:
THE BORROWER WAIVES TRIAL BY JURY IN ANY JUDICIAL PROCEEDING TO WHICH ANY PARTIES TO THIS AGREEMENT ARE INVOLVED DIRECTLY OR INDIRECTLY AND ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO OR CONNECTED WITH THIS AGREEMENT OR THE RELATIONSHIP ESTABLISHED HEREUNDER, AND WHETHER ARISING OR ASSERTED BEFORE OR AFTER... | Label: Waiver Of Jury Trials |
0b48a9c2-5a43-44d6-80d2-63d0dfe95e34 | Clause:
The execution, delivery and performance of this Agreement and the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated herein and therein do not and will not: (i) violate any provision of the Articles or Bylaws; (ii) conflict with, or constitute a default (or... | Label: No Conflicts |
dd9b5302-aa0f-41bc-93ad-6c62a91a26a0 | Clause:
The Administrator may accelerate the Vesting of all or a portion of the Restricted Shares in such circumstances as it, in its sole discretion, may determine. Participant acknowledges that the Restricted Stock Award is subject to adjustment, modification and termination in certain events as provided in this Agr... | Label: Adjustments |
ce61343a-41a4-4e94-af5e-c56c9eb4164a | Clause:
This Guaranty may be executed in one or more duplicate counterparts and when signed by all of the parties shall constitute a single binding agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, A... | Label: Counterparts |
83ff878e-3334-42c6-9a1a-79140ad72993 | Clause:
Subject to the terms of the Lease, this Memorandum shall be binding upon and inure to the benefit of the respective successors in interest and assigns of the parties hereto.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applic... | Label: Successors |
5ede8198-8bc2-4a07-8d16-feae61ef3a24 | Clause:
(a) From time to time duly authorize, execute and deliver, or cause to be duly authorized, executed and delivered, such additional instruments, certificates, financing statements, agreements or documents, and take all such actions (including filing UCC and other financing statements), as the Administrative Age... | Label: Further Assurances |
94914885-439b-452b-b8f5-0785a6a6cfab | Clause:
The provisions of this Agreement and the other Loan Documents shall be binding upon and inure to the benefit of the parties hereto and thereto and their respective successors and assigns permitted hereby, except that neither the Borrowers nor any other Loan Party may assign or otherwise transfer any of its righ... | Label: Successors |
d05a28e2-df02-427d-ad32-eb0ceb3cd9d6 | Clause:
Employee shall be employed by the Company as the Company’s Chief Medical Officer and Executive Vice President of Discovery. During his employment, Employee shall perform the duties and bear the responsibilities commensurate with his position and shall serve the Company faithfully and to the best of his ability,... | Label: Duties |
a7a647f3-602d-4973-beda-fb4fb493bdfd | Clause:
The Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) fairly present the financial condition of the Company as of the date thereof and their results of operations for the period covered... | Label: Financial Statements |
350eb5be-3bdc-4420-b59e-ec27ce6a0eed | Clause:
In the event one or more of the provisions of this Option Agreement should, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability will not affect any other provisions of this Option Agreement, and this Option Agreement will be construed a... | Label: Severability |
8a631dab-a3b2-42ea-b3da-2962102dc58c | Clause:
Except as permitted by the Facility Documents, Seller shall not cause any of the Repurchase Assets (including Transaction Mortgage Loans) and the Participation Certificates to be sold, pledged, assigned or transferred to the extent such sale, pledge, assignment or transfer would cause a default under the Facil... | Label: Liens |
546634f3-68b1-48b8-b094-15ecdcb00108 | Clause:
Conduct its businesses in compliance with all Anti-Corruption Laws and applicable Sanctions and maintain policies and procedures designed to promote and achieve compliance with all Anti-Corruption Laws and applicable Sanctions.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments... | Label: Sanctions |
54285dd3-5d5d-4059-a5ad-b48868b94cf8 | Clause:
The obligations of the Company to offer, sell, issue, deliver or transfer Common Stock under the Plan shall be subject to all applicable laws, regulations, rules and approvals, including, but not by way of limitation, the effectiveness of any registration statement under applicable securities laws if deemed nec... | Label: Compliance With Laws |
7055982f-de1a-4520-88ec-766ada37380f | Clause:
This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New Jersey applicable to contracts made and to be performed in such state without giving effect to its principles of conflicts of laws. The Company and Indemnitee hereby irrevocably and unconditionally: (a... | Label: Governing Laws |
6db03fbd-6157-4eff-acfe-fc1ef5715e7a | Clause:
Borrower will maintain, at its sole cost and expense, public liability insurance, third party property damage insurance, replacement value insurance on the Collateral, and all insurance required under the Contracts, under such policies of insurance, with such insurance companies, in such amounts and covering su... | Label: Insurances |
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