id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
08901d86-74f7-48f6-926f-cd6657378cf5 | Clause:
During and after the employment of Employee, Employee agrees to reasonably cooperate with the Company at the Company’s expense to (i) apply for, obtain, perfect and transfer to the Company the Work Product and Intellectual Property in the Work Product in any jurisdiction in the world; and (ii) maintain, protect... | Label: Cooperation |
dfc93d41-e365-4dc3-8bb4-4c3d111e110d | Clause:
Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any action, proceeding, claim or counterclaim arising out of or relating to this Agreement or the transactions contemplated under this Agreement.
Task: Classify this clause into... | Label: Waiver Of Jury Trials |
c547200a-4ef5-4286-98ea-db0bf51cf346 | Clause:
The Borrower and its Subsidiaries are as of the Closing Date, and after giving effect to the Contribution will be, on a consolidated basis, Solvent.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arb... | Label: Solvency |
24a12bc4-7268-48ee-9154-8e87ec132e42 | Clause:
Following a Change in Control, the Company will indemnify and advance expenses to the Covered Employee for damages, costs and expenses (including, without limitation, judgments, fines, penalties, settlements and reasonable fees and expenses of the Covered Employee’s counsel) (the “ Expenses ”) incurred in conne... | Label: Indemnifications |
da263ab2-ebd8-44ed-a558-0b8e9046d543 | Clause:
This Agreement shall be governed and controlled as to validity, enforcement, interpretation, construction, effect and in all other respects by the internal Laws of the State of Delaware applicable to contracts made in that state, without giving effect to any choice of law or conflict of law provision or rule th... | Label: Governing Laws |
ca20c73a-e37b-4732-8cd2-d169a6cbaec6 | Clause:
Except as otherwise expressly provided herein, all notices and other communications provided for hereunder shall be in writing and mailed or delivered, (a) if to Assignor, at the address specified in or pursuant to the Security Agreement (b) if to Assignee, at the address specified in or pursuant to the Securit... | Label: Notices |
530cf33d-0693-4af6-897b-af972b3c4580 | Clause:
The Program Documents, including exhibits, constitute the entire agreement between the Parties with respect to the subject matter hereof, and supersede any prior or contemporaneous negotiations or oral or written agreements with regard to the same subject matter.
Task: Classify this clause into ONE of these ty... | Label: Entire Agreements |
78256f15-dc4b-4e70-923f-fb4cab60dd5b | Clause:
Borrower has obtained and delivered to Lender certificates evidencing the Policies required to be maintained under Section 5.1.1 . All such Policies are in full force and effect, with all premiums prepaid thereunder. No claims have been made that are currently pending, outstanding or otherwise remain unsatisfie... | Label: Insurances |
4e80976a-c3c3-466c-95a1-f8f203da2378 | Clause:
This Agreement constitutes the entire agreement between the parties hereto and supersedes all prior agreements, understandings and arrangements, oral or written, between the parties hereto with respect to the subject matter hereof. Any waiver or modification of any term of this Agreement shall be effective only... | Label: Entire Agreements |
672e6d6c-3eef-4972-95cd-7373d22ea6eb | Clause:
The agreements in this Section and the indemnity provisions of Section 10.02(d) shall survive the termination of the Term Commitment and the repayment, satisfaction or discharge of all the other Secured Obligations.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements... | Label: Survival |
10ec1653-0b10-4f60-bd66-8c9c6a987341 | Clause:
The Company and each of its Subsidiaries (a) is a corporation, partnership (in the case of Subsidiaries only) or limited liability company (in the case of Subsidiaries only) duly and properly incorporated or formed, as the case may be and is validly existing and (to the extent such concept applies to such entit... | Label: Existence |
7e47c56f-a632-4d94-89c0-41c26e1cf293 | Clause:
If, within twelve (12) months following the date of a Change in Control (as defined in the Plan), the Grantee’s employment or service with the Company or its Affiliates is terminated without Cause (as defined below) by the Company or is terminated for Good Reason (as defined below) by the Grantee, then the Rest... | Label: Change In Control |
9d33224a-3c85-44db-9b01-e5873c650d18 | Clause:
Except, in each case, for the Liens granted to the Collateral Agent for the benefit of the Secured Parties pursuant to this Agreement, Liens permitted under Section 6.02 of the Credit Agreement and Dispositions permitted under Section 6.05 of the Credit Agreement, such Pledgor owns and has rights in and, as to ... | Label: Titles |
0b4c96a3-aa24-43e4-98c9-96060de3abed | Clause:
The provisions of this Agreement shall be in addition to those of any guaranty, pledge or security agreement, note or other evidence of liability held by Lender, all of which shall be construed as complementary to each other. Nothing herein contained shall prevent Lender from enforcing any or all other notes, g... | Label: Construction |
7a51dc24-95a5-4d8f-a50c-cdf86904b2b8 | Clause:
The Plan and all related documents shall be governed by, and construed in accordance with, the laws of the State of New York (except to the extent the Delaware General Corporation Law and provisions of federal law may be applicable), without reference to principles of conflict of laws. If any provision hereof ... | Label: Governing Laws |
9bfa55e9-577c-41b1-95a1-a2b3d81f70c9 | Clause:
Executive acknowledges that a remedy at law for any breach of this Article II , which includes claims arising under the Non-Competition Agreements, will be inadequate, agrees that the Company shall be entitled to specific performance and injunctive and other equitable relief in case of any such breach or attemp... | Label: Specific Performance |
46b0c583-1edc-431f-9c1f-c1506bcf16aa | Clause:
If the Executive dies during the Employment Period, this Agreement and the Executive’s employment with the Company shall automatically terminate and the Company’s obligations to the Executive’s estate and to the Executive’s Qualified Beneficiaries shall be those set forth in Section 6(a) and 6(c) regarding seve... | Label: Death |
e48ee085-823c-4db8-b846-846a06fe5e76 | Clause:
The Key Person shall be responsible for taxes due upon the vesting of any RSU granted hereunder and upon any later transfer by the Key Person of any share of common stock of the Company received upon the vesting of an RSU.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agr... | Label: Taxes |
959e1983-f648-4a8b-9fc7-f791aec6cca4 | Clause:
The parties hereto understand that the Shares are being offered in reliance upon representation, warranties and covenants of each of the parties hereto; the exemptions under applicable securities laws and that the availability of such exemptions are, in part, dependent upon the truthfulness and accuracy of the ... | Label: Indemnifications |
5c42385c-070b-481c-89b3-4d1a20b0786c | Clause:
To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Borrower shall deliver by hand or facsimile (or transmit through Electronic System, if arrangements for doing so have been approved by the Issuing Bank) to the Issuing Bank and the Admi... | Label: Amendments |
547a2c17-0799-4152-b12e-b6338325e066 | Clause:
This Agreement may be amended by a writing which specifically states that it is amending this Agreement executed by (i) the Company and the Executive, (ii) the Committee, so long as a copy of such amendment is delivered to the Executive, and provided that no such amendment adversely affecting the rights of the ... | Label: Amendments |
e68cffec-4182-4e54-bd51-e512f6ea9b1b | Clause:
This Modification Agreement may be executed in any number of counterparts, and each such counterpart, when so executed and delivered, shall be deemed to be an original and binding upon the party signing such counterpart; all such counterparts taken together shall constitute one and the same instrument.
Task: C... | Label: Counterparts |
92efacfc-9f9c-4030-83bf-732dbff4588d | Clause:
As part of the consideration for this Agreement and for his employment by the Company, subject to the provisions of this Agreement and to any rights of MIT or any other Non-Profit Entity that are required as a condition to employment (provided that if such other Non-Profit Entity provides for greater or superio... | Label: Intellectual Property |
14f977fd-078c-4ced-968e-fb801df11971 | Clause:
To the extent that the vesting of a Phantom Unit or distribution thereon results in the receipt of compensation by the Service Provider with respect to which any of the Partnership Entities has a tax withholding obligation pursuant to applicable law, unless other arrangements have been made by the Service Provi... | Label: Tax Withholdings |
d6fffca4-5459-4ce4-8dda-3e358dd484a1 | Clause:
Borrowers (a) will deliver to Agent each of the financial statements, reports, and other items set forth on Schedule 5.1 no later than the times specified therein, (b) agree that no Subsidiary of a Loan Party will have a fiscal year different from that of Administrative Borrower, (c) agree to maintain a system ... | Label: Financial Statements |
58b7689c-ee9c-4e46-a2d5-a5df0b86717a | Clause:
Except as would not reasonably be expected to have a Material Adverse Change, to the knowledge of such Loan Party, each Loan Party and Subsidiary owns or has the lawful right to use all Intellectual Property necessary for the conduct of its business, and such use does not conflict with, misappropriate, infringe... | Label: Intellectual Property |
61b5e0dc-1368-4bd7-9739-28ae64174574 | Clause:
Each Loan Party and each Subsidiary of the Loan Parties is in compliance in all material respects with the requirements of all laws and all orders, writs, injunctions and decrees applicable to it or to its properties, except in such instances in which (a) such requirement of law or order, writ, injunction or de... | Label: Compliance With Laws |
4ee65f83-df8c-4a40-b234-93aa03b87955 | Clause:
This Amendment and any claims, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Amendment shall in all respects be governed by, and construed in accordance with, the laws of the State of New York applicable to contracts executed an... | Label: Governing Laws |
d716f414-c84e-4790-9c77-8a0f24825ae8 | Clause:
The Borrower has furnished to the Administrative Agent copies of (i) the audited consolidated balance sheets of the Parent and its consolidated Subsidiaries for the fiscal years ended December 31, 2013 and December 31, 2014, and the related audited consolidated statements of operations, changes in shareholders’... | Label: Financial Statements |
a0c1577d-3afb-4806-b6d5-3be0e461dd78 | Clause:
All payments to Employee under this Agreement will be reduced by all applicable withholding required by federal, state or local law.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assign... | Label: Withholdings |
277a7c22-1199-4fa8-948f-36a2aa5f9b9a | Clause:
The Borrower shall use the proceeds of the 2016 Incremental Loans (a) to finance the Transactions and (b) for other purposes not prohibited by the Existing Credit Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applic... | Label: Use Of Proceeds |
2c368633-8155-4c8b-908f-439c30444c23 | Clause:
Gatherer’s Operating Terms and Conditions, a copy of which is attached hereto as Exhibit A, are for all purposes incorporated in this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitra... | Label: Terms |
37b7b16d-17bb-4fb2-9210-2d0769d333c2 | Clause:
This Agreement may be executed in any number of counterparts (and by different parties hereto in different counterparts), each of which where so executed and delivered shall constitute an original, but all of which when taken together shall constitute a single contract. It shall not be necessary in making proof... | Label: Counterparts |
1c083c0b-be85-4dda-8105-2fe10b33e1a6 | Clause:
Immediately after giving effect to the initial Credit Extensions made on the Closing Date, (a) the fair value of the assets of the Credit Parties, taken as a whole, will exceed their debts and liabilities, subordinated, contingent or otherwise; (b) the present fair saleable value of the property of the Credit P... | Label: Solvency |
934e7f68-05f9-4121-b6f8-38b7c8bacdd9 | Clause:
This Agreement shall not be assignable, in whole or in part, by Executive. The Company may, upon notice to Executive, assign its rights and obligations under this Agreement to an Affiliate of the Company or any purchaser of substantially all of the Company’s assets. Upon such assignment by the Company, this Agr... | Label: Assignments |
410ab0b2-03e1-458e-ac83-3dd483d8f488 | Clause:
This Agreement may be executed in several counterparts, each of which shall be deemed an original, and said counterparts shall constitute but one and the same instrument. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision ... | Label: Counterparts |
bb9035ae-49bf-473c-8ae2-706c1d50d561 | Clause:
The Company shall (a) by 9:30 a.m. (New York City time) on the Trading Day immediately following the date hereof, issue a press release disclosing the material terms of the transactions contemplated hereby, and (b) file a Current Report on Form 8-K, including the Transaction Documents as exhibits thereto, with ... | Label: Publicity |
5ce17596-6785-460d-a2b6-1c4bc49f81c9 | Clause:
Buyer shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to Seller or any other Person such amounts as Buyer is required to deduct and withhold under the Code, or any Tax Law, with respect to the making of such payment. To the extent that amounts are so... | Label: Withholdings |
dd664c5e-2686-4fa8-97b5-cd3922754e3d | Clause:
This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to conflict of law principles thereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable La... | Label: Governing Laws |
f0166a9a-b697-455a-a410-de83e364b0c4 | Clause:
Borrower will not, and will not permit any Guarantor or their respective Subsidiaries, to enter into any arrangement, directly or indirectly, whereby Borrower, any Guarantor or any such Subsidiary shall sell or transfer any Real Estate owned by it in order that then or thereafter Borrower, any Guarantor or any ... | Label: Sales |
51acb9c9-ec67-44e8-9235-b787ae0afdb3 | Clause:
Subject to the limitations and conditions set forth in this Agreement, TAT shall indemnify and hold harmless, to the fullest extent permitted by law, Mitchell for the amount of any Damages suffered or incurred by Mitchell arising directly or indirectly from, or in connection with, the Guaranteed Payments.
Task... | Label: Indemnifications |
135ed4a3-b122-4961-af05-e5c355ac07c5 | Clause:
If any provision of this Agreement shall be determined to be illegal or unenforceable by any court of law or any competent governmental or other authority, the remaining provisions shall be severable and enforceable in accordance with their terms so long as this Agreement without such terms or provisions does n... | Label: Severability |
7cace1c6-55d1-46e7-a568-417db20c03c9 | Clause:
To the fullest extent permitted by Applicable Law, each Borrower waives (a) the right to trial by jury (which the Agent and each Lender hereby also waives) in any proceeding or dispute of any kind relating in any way to any Loan Documents (including this Amendment), Obligations, or Collateral; (b) presentment, ... | Label: Waivers |
61b8da13-bab8-4129-8927-e3c8e4c1071f | Clause:
This Amendment may be executed in counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. The parties agree that this Amendment shall be legally binding upon the electronic transmission, including by facsimile or email, by each party... | Label: Counterparts |
9d859141-512b-4590-aa08-96a922c763d7 | Clause:
Promptly upon becoming aware thereof, notify Lender of any actions or proceedings which are pending or threatened against such Borrower which would not reasonably be expected to have a Material Adverse Effect and of any Commercial Tort Claims of such Borrower which may arise.
Task: Classify this clause into ON... | Label: Litigations |
0cd5e0e1-b1a3-462d-b632-74d0c14e2d91 | Clause:
Except as set forth in Section 4.7 , Buyer shall not and shall cause its Affiliates (including the Acquired Entities after the Closing) not to assert, by way of claim, litigation or otherwise, any right to any insurance policies of Seller or its Affiliates or any benefit thereunder. Seller and its Affiliates sh... | Label: Insurances |
0b07b21c-f5de-4537-b0cb-08493a761594 | Clause:
This letter shall be governed by, and construed in accordance with, the laws of the State of New York, including without limitation Sections 5-1401 and 5-1402 of the New York General Obligations Law and New York Civil Practice Laws and Rules 327(b), and the applicable provisions of the Investment Company Act, i... | Label: Governing Laws |
720b0802-6f22-4e74-b8a7-9dc25265f63f | Clause:
Employee and Company agree that upon Employee’s breach of any provision of this Agreement, the Company will deliver written notice of such breach to Employee, and if the breach is capable of being cured, and Employee fails to cure the breach within fifteen (15) days of receipt of such notice, the Company may ce... | Label: Benefits |
e619d032-b78e-4721-96e5-09e418c1ed92 | Clause:
The execution of this Agreement and the creation of the pledge set forth herein shall not constitute a novation, amendment, release or payment, or delivery as payment ( dación en pago ) of any of the Secured Obligations.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agree... | Label: Amendments |
0b5573ad-8b4f-4ed6-9e21-07cfc30a18f2 | Clause:
This Agreement, for all purposes, shall be construed in accordance with the laws of New York without regard to conflicts of law principles. Any action or proceeding by either of the parties to enforce this Agreement shall be brought only in a state or federal court located in the State of New York, County of Ne... | Label: Venues |
e2c9b56d-dd47-431a-a2ad-fecc5fa2c973 | Clause:
All Subsidiaries of the Company are set forth on 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 outstanding shares of capital stock of each Subsidiary are validly issued and... | Label: Subsidiaries |
792b0468-11ee-433c-b6bd-96fd523b1ff0 | Clause:
If the Company at any time proposes to conduct an Underwritten Offering of its equity securities for its own account or for the account of any other Persons (other than an offering and sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit plan arrangement) (... | Label: Participations |
9ae6453e-1a16-4779-b5f1-35af5619869d | Clause:
Consultant and the Company agree that they may gain access to or become familiar with trade secrets, computer databases, computer files, documentation, and other confidential information, which may be valuable assets and property rights of the other party (“Confidential Information”).
Task: Classify this claus... | Label: Confidentiality |
fbd05fb5-5d85-449d-bd03-166e4cdc367e | Clause:
All necessary limited liability company action has been taken by or on the part of the Purchaser to authorize its execution and delivery of this Agreement and the Transaction Documents to be delivered by it and the performance of its obligations hereunder and thereunder.
Task: Classify this clause into ONE of ... | Label: Authorizations |
43ab7ba1-f3db-4887-aaaf-b68e0e45b48c | Clause:
The Company shall reimburse Consultant for all ordinary and reasonable out-of-pocket business expenses incurred by him in connection with his performance of services for the Company during Term, provided Consultant submits an expense reimbursement request and supporting documentation in accordance with the Comp... | Label: Expenses |
442d0f6f-f69b-4509-9185-c341d5527b97 | Clause:
The Borrower shall, and shall cause its Consolidated Subsidiaries to, comply in all material respects with all applicable laws, ordinances, rules, regulations, and requirements of governmental authorities (including, without limitation, Environmental Laws, and all zoning and building codes with respect to its R... | Label: Compliance With Laws |
de77898a-bcc1-47ca-9e72-90c84c308623 | Clause:
Seller Parties will promptly, and in any event within ten (10) calendar days after service of process on any of the following, give to Buyer notice of all litigation, actions, suits, arbitrations, investigations (including, without limitation, any of the foregoing which are threatened or pending) or other legal... | Label: Litigations |
765f591a-0d19-4047-b2ec-77acfd1251ce | Clause:
Executive shall perform such officer level duties and have such officer level authority and responsibility as is usual and customary for a Chief Executive Officer, plus any additional officer level duties as may reasonably be assigned from time to time by the Board, including but not limited to providing servic... | Label: Duties |
0f3703e7-b344-4693-8797-a63998b01e30 | Clause:
Each of the Borrower and the Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (i) Taxes that are being contested in good faith by appropriate proceedings and for which ... | Label: Taxes |
a74123e8-56c0-490d-aab1-901b599b6a25 | Clause:
On the Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, an aggregate of 5,885,000 shares of Common Stock (collectively, the “ Securities ”). At the Closing, the Company shall deliver the Sec... | Label: Closings |
76478b47-7e4e-45e2-997c-74efd4abcdfb | Clause:
The provisions of this Plan shall be construed, administered, and enforced in accordance with the provisions of applicable Federal Law and, to the extent applicable, the laws of the state in which the Trustee has its principal place of business. The foregoing provisions of this Section shall not preclude the Em... | Label: Governing Laws |
78f0e098-d4e7-4152-bc84-04da8c20f5bc | Clause:
After the date hereof, at the reasonable request of the other party, TWH and NCAP shall execute and deliver or cause to be executed and delivered to the other party such bills of sale (or other instruments) as required by this Agreement, in order to implement the transactions contemplated by this Agreement.
Ta... | Label: Further Assurances |
44ad8859-9355-471f-bdea-2a8d4a827750 | Clause:
Except as otherwise expressly set forth herein, the terms used in this Agreement that are defined in the Plan have the same meanings as in the Plan. If the Award was granted to the Participant under the Company’s Long Term Incentive Plan, another Benefit Plan of the Company or is otherwise expressly subject to... | Label: Construction |
4067d472-b22d-4800-93f6-ebbb30be1eeb | Clause:
This Agreement may be executed simultaneously in two or more counterparts, any one of which need not contain the signatures of more than one party, but all such counterparts taken together will constitute one and the same Agreement. This Agreement, to the extent delivered by means of a facsimile machine or elec... | Label: Counterparts |
72549db7-b7e2-4d16-bdad-3693979d471e | Clause:
This Note shall be governed by, and construed in accordance with, the laws of the State of Texas.
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, Authoriz... | Label: Governing Laws |
d1d75280-ad67-42ef-90e3-5d164e4b3fcb | Clause:
All questions concerning the construction, validity, enforcement and interpretation of this Note shall be governed by and construed and enforced in accordance with the internal laws of the State of Texas, without regard to the principles of conflict of laws thereof. Each party agrees that all legal proceedings ... | Label: Governing Laws |
06837ec7-2455-4f12-b93e-6888e68ad2e7 | Clause:
The Borrower will use the proceeds of the Loans, and may request the issuance of Letters of Credit, solely for working capital and other general corporate purposes, including transactions that are not prohibited by the terms of this Agreement (including Permitted Investments and Permitted Acquisitions) and to f... | Label: Use Of Proceeds |
f645fa52-f78c-40b7-a0a2-8e113fb37a24 | Clause:
The term of this Agreement shall commence on the Closing Date and continue for a period of seven (7) years thereafter (the “ Term ”).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assig... | Label: Terms |
cd7bf43b-6a95-4d9f-a3ed-852c0d8ef8bb | Clause:
Polaris may withhold from any employment related amounts payable under this Agreement such federal, state and local income and employment taxes as it shall determine are required to be withheld pursuant to any applicable law or regulation. Except to the extent that withholdings are made by Polaris, you will be... | Label: Taxes |
049dc708-0d28-4c36-92d2-d6f3a4e20942 | Clause:
Any provision hereof that 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 shall not inval... | Label: Severability |
5ad065c3-2867-4a7e-86a3-57338d8fe6de | Clause:
This Agreement and the Notes are the result of negotiations among, and has been reviewed by, the Company, the Secured Party and their respective counsel. Accordingly, this Agreement and the Notes shall be deemed to be the product of all parties hereto, and no ambiguity shall be construed in favor of or against ... | Label: Construction |
6fef8c1f-abd8-4c0c-86c6-86322f76671c | Clause:
The parties to this Guaranty agree that, on the Closing Date, the terms and provisions of the Original Guaranty shall be and hereby are amended, superseded and restated in their entirety by the terms and provisions of this Guaranty. All obligations incurred under the Original Guaranty which are outstanding on t... | Label: Amendments |
9722c4a6-e840-4281-80b5-07095eb20780 | 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 |
761863ee-2dde-4ba4-ac2a-f72138e3c609 | Clause:
(a) Prior to the Discharge of Priority Lien Obligations, if any Second Lien Secured Party, contrary to this Agreement, commences or participates in any action or proceeding against any Grantor or the Collateral, such Grantor, with the prior written consent of the Priority Lien Agent, may interpose as a defense ... | Label: Specific Performance |
8a789c3c-0b3d-452e-b301-7e7220bd5ab9 | Clause:
This option and the rights and privileges conferred hereby shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge, and any such attempted action shall be void and no such benefit or interest shall be in any manner liable for or subject to debts,... | Label: Interests |
84f6b56f-1574-497a-ba37-6c070a9a0d73 | Clause:
No waiver of any term, condition or covenant of this Agreement shall be deemed to be a waiver of subsequent breaches of the same or other terms, covenants or conditions hereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, App... | Label: Waivers |
0826c0b1-9208-4a03-8b3b-14a0ddd90f16 | Clause:
Other than consummating the transactions contemplated hereunder, such Purchaser has not directly or indirectly, nor has any Person acting on behalf of or pursuant to any understanding with such Purchaser, executed any purchases or sales, including Short Sales, of the securities of the Company during the period ... | Label: Confidentiality |
2df4317c-e5a7-42f9-837d-601a28c4e05a | Clause:
All notices, demands and requests given or required to be given by, pursuant to, or relating to, this Deed of Trust shall be in writing. All notices shall be deemed to have been properly given if mailed by United States registered or certified mail, with return receipt requested, postage prepaid, or by United S... | Label: Notices |
aac2f255-bc12-449e-8db6-ecb2bc4caac6 | Clause:
The authorized capital of the Company consists of 100,000,000 shares of common stock, par value $0.0001, of which a total of 5,533,000 shares are issued and outstanding (the “Issued and Outstanding Common Stock”) The Issued and Outstanding Common Stock has been duly authorized, issued, fully paid and nonassessa... | Label: Capitalization |
8b97b7ca-71ac-49ad-8b78-b148e8b72a0b | Clause:
No failure to exercise and no delay in exercising, on the part of the Administrative Agent, the Collateral Agent or any Lender, any right, remedy, power or privilege hereunder or under the other Loan Documents shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, powe... | Label: No Waivers |
a00f74ca-3440-41a3-8ffc-693565402ed5 | Clause:
The proceeds of the Loans will be used only to finance the Acquisition and to pay fees and expenses in connection therewith. No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of any of the Regulations of the Board, including Regulations T,... | Label: Use Of Proceeds |
d81f5385-900b-4b72-90b2-505ed64c0ae7 | Clause:
Unless the Committee permits or requires such withholding obligation to be satisfied by another method described in Section 15(c) of the Plan, t he Participant shall be required to pay the Company, and the Company (or any Affiliate) shall have the right to withhold from any Option Shares to be delivered to the ... | Label: Taxes |
0a883a0e-ba6b-466d-ae1d-7c0d2e5b5a0d | Clause:
The proceeds of any Loan made hereunder shall be used for general corporate and working capital purposes of Parent and its Subsidiaries.
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 |
dfef819a-d54d-49d4-a364-6e7498fd6846 | Clause:
Executive agrees to cooperate fully with the Company or any Company Affiliate in connection with its actual or contemplated defense, prosecution, or investigation of any claims or demands by or against third parties, or other matters arising from events, acts, or failures to act that occurred during the period ... | Label: Cooperation |
54831714-b334-4483-ad10-eb1dd716f8cc | Clause:
Employee, for and in consideration of the terms of this Agreement, does hereby for Employee, and for Employee’s heirs, personal representatives and assigns, fully and forever release and discharge the Company, the officers, employees, and/or agents of the Company, the members of the board of directors of the Co... | Label: Releases |
eeee3340-c6f8-4f4f-bd07-1c0e4e5c7101 | Clause:
I will not make statements that damage, disparage or otherwise diminish the reputation and business practices of MetLife and its affiliated entities, and its and their current and/or former officers, agents, directors and employees. This includes statements made verbally, in writing or electronically. The only ... | Label: Non-Disparagement |
80ba852f-7241-45f2-a086-4e0db8114427 | Clause:
If an Executive’s employment at the Company is terminated at any time after a Change in Control for any reason (whether by him or her or the Company), the Company shall pay to him or her payments described in Sections 3.1.1 through 3.1.5 below.
Task: Classify this clause into ONE of these types (exactly one la... | Label: Benefits |
7657a026-4e2a-4f07-afcf-c071bc34c0d7 | Clause:
This Agreement shall supersede the Existing Employment Agreement as of the Effective Date, and from and after such Effective Date the Existing Employment Agreement shall be of no further force or effect. Executive’s service as an officer of the Company (including as its President, Extremity Fixation) shall be ... | Label: Entire Agreements |
cccca2dc-f2c3-4065-b104-2c83ff1349be | Clause:
Any notices, requests, demands and other communications provided for by this Agreement shall be sufficient if in writing and delivered in person or sent by registered or certified mail, postage prepaid, to the Executive at the last address the Executive has filed in writing with the Company, or to the Company a... | Label: Notices |
ef4782d6-564e-4ac9-a026-14d4951a518f | Clause:
METABOLIX has the authority to enter into this Agreement and to carry out its obligations hereunder.
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, Autho... | Label: Authority |
d7bd9afc-2187-4d79-8581-3683df3a3444 | Clause:
Subject to the terms and conditions set forth herein, the Borrower may request that standby letters of credit denominated in Dollars be issued under this Agreement for its own account or the account of any Restricted Subsidiary, in a form reasonably acceptable to the Administrative Agent and the applicable Issu... | Label: General |
c724bcb5-1484-4e47-a4ee-93540e81df7b | Clause:
The Company will indemnify Employee to the same extent the Company indemnifies other comparable level executives of the Company consistent with the Company's Certificate of Incorporation and Bylaws .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, An... | Label: Indemnity |
d043b092-3615-4d0a-93cc-5a4097d99981 | Clause:
Except (a) in the ordinary course of business, (b) with respect to Patents and Copyrights that are no longer useful to the business of the applicable Assignor, or (c) as otherwise permitted by the Secured Debt Agreements, each Assignor hereby agrees not to divest itself of any right under any Patent or Copyrigh... | Label: Assignments |
430dc3f1-31af-4ef8-892f-da6c7174f9f8 | Clause:
There are no actions, suits or proceedings pending nor, to its knowledge, threatened in writing against any Credit Party or any Subsidiary thereof or any of their respective properties in any court or before any arbitrator of any kind or before or by any Governmental Authority that could reasonably be expected ... | Label: Litigations |
7c61eb5d-1849-4ef1-9711-44bdec735695 | Clause:
(a) The Company shall indemnify and hold harmless the Bank from and against any and all claims, damages, losses, liabilities, or reasonable costs or expenses whatsoever which the Bank may incur (or which may be claimed against the Bank by any Person whatsoever) by reason of or in connection with the transfer of... | Label: Indemnifications |
155aa01f-4efc-482e-b983-e8265ee2ba2a | Clause:
The Borrower agrees to pay all reasonable costs and expenses of the Agent in connection with the preparation, execution and delivery of this Amendment, including without limitation the reasonable fees and expenses of the Agent’s legal counsel. The Borrower hereby authorizes the Agent to debit such costs and exp... | Label: Expenses |
620a93b5-7b13-445b-8e12-863c59a18140 | Clause:
In the event that Employee breaches or attempts to breach the Covenants contained, the Company shall be entitled to reimbursement from Employee for all costs and expenses associated with any successful action to enforce any of the Covenants, including but not limited to reasonable attorneys’ fees and costs of l... | Label: Costs |
973ca36e-2d25-48ae-b88b-ffe92ccd0e6e | Clause:
Mr. Hamburger will not directly or indirectly say or do anything that would disparage, reflect negatively on, or call into question Employer's business operations, products, reputation, business relationships, or present or future business, or the business operations, products, reputation, business relationship... | Label: Non-Disparagement |
76bd28c0-1c45-4baa-8372-7adbcfb6aa6f | Clause:
This Article XI is a continuing guaranty and shall (a) remain in full force and effect until the later of the cash payment in full of the Guaranteed Obligations (other than Contingent Indemnity Obligations) and all other amounts payable under this Article XI and the Final Maturity Date, (b) be binding upon each... | Label: Assignments |
a68e45c7-2ce3-4bb3-a17a-29dbdc8c5f1d | Clause:
Subject to the last paragraph of Section 1, to the extent not required to be disclosed by law or applicable regulation by the Company or Executive, the existence of this Release, its terms, and its negotiation shall remain strictly confidential and shall not be disclosed in any manner by Executive to any third ... | Label: Confidentiality |
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