id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
04db5c59-7003-4076-aa9b-90fc35d25b4f | Clause:
In order to operate and administer the claims procedure in a timely and efficient manner, any Claimant whose appeal with respect to a claim for benefits has been denied, and who desires to commence a legal action with respect to such claim, must commence such action in a court of competent jurisdiction within 9... | Label: Litigations |
6f2fa66f-555b-451e-8352-2617f89cba0f | Clause:
Capitalized terms used herein and not defined shall have the meanings ascribed to them in the Loan Agreement. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The terms of this Amendment... | Label: General |
e4cd0b9e-07c0-42c7-a911-25ae7d96da58 | Clause:
Upon and during the continuance of any one or more Events of Default, (i) Agent may, at its option, accelerate and demand payment of all or any part of the Secured Obligations together with a Prepayment Charge and declare them to be immediately due and payable ( provided , that upon the occurrence of an Event o... | Label: General |
5be62936-2576-42c1-9db5-25a0a25da857 | Clause:
If the Asset Representations Reviewer is required by Applicable Law to disclose part of the Confidential Information, it may disclose the Confidential Information.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws,... | Label: Disclosures |
bf54ef16-d8b5-4ec8-8d2e-f2e77f38d86d | Clause:
The Company shall use the net proceeds of the sale of the Closing Securities in all material respects in accordance with the Approved Transaction Budget; provided that in no event shall the aggregate spend of the Company with respect to the matters covered by the Approved Transaction Budget exceed the aggregate... | Label: Use Of Proceeds |
cb6875cd-594c-478e-b909-46984e0ac9e2 | Clause:
Any dispute, controversy or claim between the parties arising out of or relating to this Agreement (whether based in contract or tort, in law or equity), or any breach or asserted breach thereof, shall be determined and settled exclusively by arbitration in San Francisco, California, in accordance with the rule... | Label: Arbitration |
eb6d9b2c-921d-47b6-adc0-0ad0cb47f09d | Clause:
This Note has been freely and fairly negotiated among the parties. If an ambiguity or question of intent or interpretation arises, this Note will be construed as if drafted jointly by the parties and no presumption or burden of proof will arise favoring or disfavoring any party because of the authorship of any... | Label: Construction |
5e957634-6be7-4345-92c2-49478fa2b3a9 | Clause:
Except as provided in this Section 4, in the event that the Participant’s Service terminates for any reason or no reason, with or without Cause, the Participant shall forfeit all Units which are not, as of the time of such termination, Vested Units, and the Participant shall not be entitled to any payment there... | Label: Forfeitures |
e5c8bf20-beb0-4d94-b95a-d4cdb9cad16c | Clause:
Grantee shall be required to deposit with the Company an amount of cash equal to the amount determined by the Company to be required with respect to any withholding taxes, FICA contributions, or the like under any federal, state, or local statute, ordinance, rule, or regulation in connection with the vesting or... | Label: Tax Withholdings |
dd013d56-1947-4b14-881d-4abf9d1223ab | Clause:
Unless otherwise defined herein, capitalized terms shall have the meanings assigned to such terms in the Notice of Grant or the Plan.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assig... | Label: Definitions |
debc40d6-37ef-4f87-a599-d50456ecc6ac | Clause:
This Agreement, including the exhibits attached hereto, is intended to be the final, complete, and exclusive statement regarding their subject matter, except for other agreements specifically referenced herein. Unless otherwise specifically provided for herein, this Agreement supersedes all other prior and cont... | Label: Entire Agreements |
fe4a5220-725d-4800-8a55-777a69c39245 | Clause:
Proceeds of this Note not being utilized substantially in accordance with the intended uses set forth in the Purchase Agreement and the related offering document and for no other purposes.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corrupti... | Label: Use Of Proceeds |
cb479cb5-555d-44f4-8f17-a07399e09318 | Clause:
(i) No later than 9:30 am (EDT) on the first Trading Day after the date hereof and after each closing of the transactions contemplated hereby, the Company shall issue a Current Report on Form 8-K (the " Current Report ") disclosing the material terms of the transactions contemplated hereby, and including the Do... | Label: Publicity |
63e8e5bb-8670-4a60-b2c9-a01ffe2bb4be | Clause:
You will be employed as President and Chief Executive Officer and will report to the Board of Directors. You will begin this new position with the Company on (your “ Start Date ”). It is also our intention to have you appointed to serve as a member of our Board of Directors.
Task: Classify this clause into ... | Label: Positions |
c542ba1a-81db-41ff-bcb7-e7dffdd1cb6e | Clause:
In this Agreement (a) any reference to the “best knowledge” of either party shall be deemed to be after due inquiry of such party with respect to the matter in question, (b) any reference to either party’s “knowledge” shall be deemed to be actual knowledge of such party of particular facts or events, which know... | Label: Interpretations |
6283f74f-94f6-402d-9762-6fcb43d1131b | Clause:
During and after his employment, the Executive agrees to reasonably cooperate with the Company to (a) apply for, obtain, perfect and transfer to the Company the Work Product as well as any and all Intellectual Property Rights in the Work Product in any jurisdiction in the world; and (b) maintain, protect and en... | Label: Further Assurances |
a7b295a6-16b5-42b2-8c04-41f3b1f694a9 | Clause:
This Agreement may be executed either directly or by an attorney-in-fact, in any number of counterparts of the signature pages, each of which shall be considered an original. Facsimile or pdf transmission of an executed counterpart of this Agreement shall be deemed to constitute due and sufficient delivery of s... | Label: Counterparts |
50e416f4-caff-4afa-8313-ffa2748bc2fd | Clause:
(i) All foreign, Federal and material provincial, state and local tax returns and other reports required by applicable Requirements of Law to be filed by any Loan Party have been filed, or extensions have been obtained, and (ii) all taxes, assessments and other governmental charges imposed upon any Loan Party o... | Label: Taxes |
c2221564-e5db-4128-9b76-cbb0bb843079 | Clause:
This Agreement shall be administered, interpreted and enforced under the internal laws of the State of Delaware without regard to conflicts of laws thereof or of any other jurisdiction.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption ... | Label: Governing Laws |
2be80bd2-cfb0-4e15-89ee-c4d4eddff5cf | Clause:
Without in any way limiting the generality of the preceding Section 14(b) , Purchaser specifically acknowledges and agrees that it hereby waives, releases and discharges any claim it has, might have had, or may have, against each of Seller and its affiliates, and its and their officers, directors, employees and... | Label: Releases |
bb0c9765-665e-4e50-ba7a-11b30351df01 | Clause:
Settlement of all or a portion of the Award pursuant to Section 3 or Section 4(d) is subject to the forfeiture provisions of this Section 4. Settlement of all or a portion of the Award is subject to recoupment by the Company pursuant to Section 6.
Task: Classify this clause into ONE of these types (exactly one... | Label: Forfeitures |
4ef1de25-98c0-446b-9424-464f38158e8f | Clause:
The Offering may be consummated at such place (or by electronic transmission) as may be mutually agreed upon by the parties at one or more closings (each, a “Closing”) to occur on a date as may be determined by the Company, at a time as may be determined by the Company (each, a “ Closing Date ”). Subsequent clo... | Label: Closings |
d049ba52-5740-4600-9bf4-51d86d673317 | Clause:
EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON C... | Label: Waiver Of Jury Trials |
e1eb9632-c4bf-4f83-a2e9-f398a14494a0 | Clause:
Oxenreiter has the requisite legal power and authority to enter into this Agreement and perform his obligations hereunder. This Agreement constitutes the valid and binding obligation of Oxenreiter enforceable in accordance with its terms, except as limited by (i) applicable bankruptcy, insolvency, reorganizatio... | Label: Authority |
0d2916ad-b4c5-4325-ae04-3ce9b74c61cd | Clause:
Any Lender may at any time, without the consent of, or notice to, the Borrower or the Agent, sell participations to any Person (other than a natural Person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person) or the Borrower or any of the Bo... | Label: Participations |
b3481960-9a18-492b-996c-a930c16470ef | Clause:
The parties shall bear their own legal and other expenses in connection with the matters contemplated herein.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authori... | Label: Expenses |
11619708-22d6-47a4-90bc-5d3510ca75f8 | Clause:
Upon your termination of service as a Director of the Company or, if later, the date of your “separation from service” with the Company as defined in Section 1.409A-1(h) of the U.S. Treasury regulations (“Separation from Service”), Shares will be delivered to you (or, in the event of your death, to your benef... | Label: General |
4b003ba2-56b8-4988-b4b2-c75afb6032ec | Clause:
If the recipient dies while an active employee of the Company, the number of PSUs awarded will vest and be converted to shares of Common Stock (at target) effective as of the date of death. The shares will be delivered to the estate of the recipient as soon as administratively practicable.
Task: Classify this ... | Label: Death |
93be8b56-62ee-4c15-b5b9-8b7df377e64c | Clause:
In the event of actual or threatened breach by Executive of any of his covenants in Articles V , VI , and VII , the Company shall be entitled to equitable relief by temporary restraining order, temporary injunction, or permanent injunction or otherwise, in addition to all other legal and equitable relief to whi... | Label: Remedies |
29782e58-fcc6-4659-87f8-ebcb83960044 | Clause:
All corporate actions or approvals by the Company, and its directors or shareholders, necessary to bind the Company under each of the Company Transaction Documents have been taken or obtained.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corr... | Label: Authorizations |
c72dcecb-7318-4e21-a450-c1303f04cf41 | Clause:
Subject to Sections 3(b) and 3(c), one share of Common Stock shall be issuable for each Unit subject to the Award (the “Shares”) upon vesting. Immediately thereafter, or as soon as administratively feasible, the Company will transfer the appropriate number of Shares to the Grantee after satisfaction of any requ... | Label: General |
ddb582fc-112d-4488-b200-3ca5cc66dcda | Clause:
Whenever notice is required to be given under this Agreement, unless otherwise provided herein, such notice shall be given in accordance with Section 9(f) of the SPA.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable La... | Label: Notices |
3c759fb4-810f-47e8-96b4-e01734e2b2e3 | Clause:
This Agreement, its performance and interpretation shall be governed by the substantive law of the State of Delaware, exclusive of its choice of law rules. Any dispute shall be resolved in an arbitration proceeding by one (1) arbitrator selected pursuant to the rules of the International Chamber of Commerce, to... | Label: Governing Laws |
d1b43c3f-73fd-40a0-9cd3-de6d65b7a9e9 | Clause:
The Agreement will be governed by Texas law.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books... | Label: Governing Laws |
6429500e-110e-4a0b-91ee-0418c7df45b5 | Clause:
The provisions of this Section 14 shall survive the Closing; provided , however , that all claims for improper proration or adjustment under Section 13 must be made in writing to the other Party within six months after the Closing Date.
Task: Classify this clause into ONE of these types (exactly one label):
Ad... | Label: Survival |
2131b15d-5d3d-4b5d-b003-226d11a1d71c | Clause:
As of the date hereof, the authorized capital stock of the Company is set forth in Schedule 4(c) hereof. Except as disclosed in the SEC Documents (as defined below), (i) no shares of the Company's capital stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or... | Label: Capitalization |
5ae743f3-5843-4654-8530-5a3d69049290 | Clause:
Unless earlier terminated as provided herein, this Plan will become effective on the Effective Date and will terminate ten (10) years from the date this Plan is adopted by the Board. This Plan and all Awards granted hereunder shall be governed by and construed in accordance with the laws of the State of Delawa... | Label: Governing Laws |
904dd491-a403-4626-aa40-4b9f0885e430 | Clause:
The Sellers shall pay and be liable for any sales, use, excise, real property transfer, goods and services, registration, documentary, stamp or transfer Taxes, recording fees and similar Taxes and fees incurred and imposed upon, or with respect to, the sale and transfer of the Acquired Companies hereunder and a... | Label: Fees |
9c586e92-ae4e-4548-8b88-03041c409e7d | Clause:
Except for the representations and warranties contained in this ARTICLE 3 (including materials and information previously provided by Strand in writing to Venaxis), and, with respect to Strand Genomics, in the Asset Purchase Agreement, neither Strand, Strand Genomics nor any other Person has made or makes any o... | Label: Warranties |
5347e4cd-75c5-497b-a408-da839a7549ec | Clause:
Purchaser may assign this Agreement and its rights, obligations and benefits hereunder to any to be formed entity that is wholly-owned by Purchaser’s affiliate Banyan Rail Services Inc.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption ... | Label: Assignments |
81d1403d-9bd1-4c11-9402-0384b063f614 | Clause:
The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agree... | Label: Waivers |
ec6f2bfd-2cc2-409f-b3ed-5bc5e0056f26 | Clause:
Subject to the remainder of this Section 4(c), if Participant is Disabled prior to the date this Stock Option becomes fully vested and exercisable pursua nt to Section 3, (i) a prorated portion of th is Stock Option shall automatically vest on the date Participa nt is Disabled, and (ii ) the remaining unveste... | Label: Disability |
32c2678b-b7d9-44a5-85bf-4aab4a0e473a | Clause:
The delivery of Shares pursuant to Section 3(b) of this Award Agreement is conditioned on satisfaction of any applicable withholding taxes in accordance with this Section 7(a) and Section 9(d) of the Plan. No later than the date as of which an amount first becomes includible in your gross income for Federal, st... | Label: Withholdings |
037cb08d-6c75-42c2-addb-350f954dcb22 | Clause:
PEAK6 agrees that any and all Work Product (other than Background Technology) shall be the sole and exclusive property and Confidential Information of the Company. To the extent that such Work Product may not be considered “work made for hire,” and except for PEAK6’s rights in the Background Technology or any ... | Label: Assignments |
5894e5c2-a4e9-4725-820c-3462561b7e90 | Clause:
All the accounts, books, registers, ledgers, YNXG Board minutes and financial and other records of whatsoever kind of YNXG have been fully, properly and accurately kept and completed; there are no material inaccuracies or discrepancies of any kind contained or reflected therein; and they give and reflect a true... | Label: Books |
b65c757a-41c0-411e-b676-18b27c1c4082 | Clause:
For purposes of determining withholding Taxes imposed under FATCA, from and after the effective date of this Agreement, the Borrower and the Administrative Agent shall treat (and the Lenders hereby authorize the Administrative Agent to treat) each Extension of Credit hereunder as not qualifying as a “grandfathe... | Label: Amendments |
7347e30b-e6e5-49e7-b6fd-f7628d0ea0d3 | Clause:
The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided , however , that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordatio... | Label: Assignments |
547e02e8-10e7-41f3-aea8-b42dffd9d281 | Clause:
The provisions of this Section 2.2 will survive termination or expiration of the Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations... | Label: Survival |
56d4cf8e-b843-4795-aec5-4b863a10345e | Clause:
This Agreement may be executed in several counterparts, each of which shall be deemed to be an original, but all of which together will constitute one and the same Agreement. Signatures delivered by facsimile or email shall be deemed effective for all purposes.
Task: Classify this clause into ONE of these type... | Label: Counterparts |
92fe980a-bbaf-4b06-afc6-f0ade2095b4f | Clause:
This Amendment Number Fifteen may be executed by each of the parties hereto on any number of separate counterparts, each of which shall be an original and all of which taken together shall constitute one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustment... | Label: Counterparts |
f2d68cbc-3318-4da9-9a41-c888a98f31e3 | Clause:
During the Term, Executive will be employed as President of Company and shall have the duties and responsibilities assigned by Company from time to time consistent with that position. Executive shall perform faithfully and diligently all duties assigned to Executive. Company reserves the right to modify Execu... | Label: Positions |
1794456c-2a3b-4a91-bc7f-5cfef1d59f6b | Clause:
Without the approval of all other Members, no Member, in its capacity as such, shall, at any time during the term of the Company and thereafter, whether or not at the time a Member of the Company, (A) issue any press release or advertisement or take any similar action concerning the Company’s business or affair... | Label: Publicity |
27e46969-b3f6-43c4-b9dd-6b3712ba758f | Clause:
No party will (a) use any other party’s proprietary indicia, trademarks, service marks, trade names, logos, symbols or brand names, or (b) otherwise refer to or identify any other party in advertising, publicity releases or promotional or marketing publications, or correspondence to third parties, without, in e... | Label: Publicity |
088542c7-7fca-442c-802b-60066df58c61 | Clause:
The Company acknowledges that the Purchaser will rely on the foregoing representations and warranties in entering into this Agreement. All disclosure (including disclosure in the Confidential Investor Materials, distributed by the Company), provided to Purchaser regarding the Company, its business and the Offer... | Label: Disclosures |
b708b6a8-a815-45a4-9b43-71063888f381 | Clause:
If the Board determines, in its sole discretion, that the continuous service of Participant as an officer, employee or Consultant of the Company or any Affiliate has been interrupted or terminated as a result of Participant’s complete disability, as determined by the Board in its sole discretion, (but no interr... | Label: Disability |
475f34a9-278d-49ec-8ff5-119f701e1774 | Clause:
Each party’s obligations under this Section 7.7 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender or an Issuing Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.... | Label: Survival |
a2d2d0de-a15e-4173-b367-0374940e2841 | Clause:
THIS AGREEMENT AND ANY NON-CONTRACTUAL OBLIGATIONS ARISING OUT OR IN CONNECTION WITH IT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW.
Task: Classify this clause into ONE of these types (exac... | Label: Governing Laws |
c4c12e43-ff85-4d66-8092-fcacbae5bb67 | Clause:
All notices and demands which may or are required to be given by either party to the other hereunder shall be in writing, and delivered in person or sent by either United States certified mail, return receipt requested, postage prepaid or by Federal Express or other nationally recognized overnight delivery serv... | Label: Notices |
6a429875-f7bc-4e67-8a1b-88cbcf7ffe23 | Clause:
The consent of the Borrower will be required for any assignment unless (i) a payment or bankruptcy (with respect to the Borrower) Event of Default has occurred and is continuing or (ii) the assignment is to a Lender, an affiliate of a Lender or an Approved Fund (as such term shall be defined in the Financing Do... | Label: Consents |
73be9a32-9cab-41d6-9462-ec57add26bd8 | Clause:
The representations and warranties of the Company set forth in this Agreement in any certificate or other document delivered to Purchasers by or on behalf of Company pursuant to or in connection with this Agreement are true and correct as of the date hereof and will be true and correct as of the Closing Date an... | Label: Representations |
efc510af-5c85-4200-aca6-665477430d07 | Clause:
With the exception of the Confidentiality Agreement and the Stock Agreements, this Agreement represents the entire agreement and understanding between the Company and Employee concerning the subject matter of this Agreement and Employee’s employment with and separation from the Company and the events leading th... | Label: Entire Agreements |
0876714e-a68d-44f6-a9e2-a9dfbf9d1d98 | Clause:
If any Guarantor becomes liable for any indebtedness owing by any one or both of the Borrowers to Lender, by endorsement or otherwise, other than under this Guaranty, such liability shall not be in any manner impaired or affected hereby and the rights of Lender hereunder shall be cumulative of any and all other... | Label: Remedies |
50cd812c-db66-4cef-ba72-5bf2141dfa49 | Clause:
Neither Company nor any Subsidiary, nor, to the knowledge of Company, any director, officer, employee, agent, affiliate or representative of Company or any Subsidiary, is an individual or entity that is, or is owned or controlled by any individual or entity that is (i) currently the subject or target of any San... | Label: Sanctions |
e91fe9bc-c503-4972-b0c1-2461cfc889cf | Clause:
This Agreement may be signed in any number of identical counterparts, each of which shall be deemed an original instrument (including signatures delivered via facsimile or electronic mail) and all of which together shall constitute one and the same instrument. The parties hereto may deliver this Agreement by fa... | Label: Counterparts |
7ab2cbb9-9922-47c2-8735-0bf04cfb20af | Clause:
Borrower shall pay any and all taxes including documentary stamp taxes due on the obligation evidenced by this Note.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, ... | Label: Taxes |
662dac45-7198-4b14-9042-b8c37b1e8978 | Clause:
Except as set forth on Schedule 2.17, and except as disclosed in the Company Disclosure Package, there are no pending actions, suits or proceedings (including any inquiries or investigations by any Governmental Authority or Educational Agency) against or affecting the Company or any of the Subsidiaries and, to ... | Label: Litigations |
7404287f-4a67-4ef9-a06e-e86756721276 | Clause:
Consultant understands and agrees that the Confidential Information being provided under this Agreement is of a special and unique character and that TetraLogic has made a substantial investment in developing the information. Consultant further acknowledges that irreparable harm will result to TetraLogic in th... | Label: Remedies |
fc8b116a-5d1c-4002-bb3d-9f338bd813ed | Clause:
During the Term of Employment and at all times thereafter, the Executive shall not, without the prior express written consent of the Company, directly or indirectly, use on the Executive’s behalf or on behalf of any other Person, or divulge, disclose or make available or accessible to any Person, any Confidenti... | Label: Confidentiality |
7510712b-b888-4c69-a693-e1626d064309 | Clause:
Executive represents agrees to keep all matters concerning this Agreement, as well as the circumstances and contents of this Agreement, confidential from the date of this Agreement forward, and not to discuss with anyone except the Executive’s spouse, legal counsel and financial representatives. The Company als... | Label: Confidentiality |
3d6a00ba-6554-43e8-a00e-7afc2cd154ae | Clause:
The Participant agrees to accept as binding, conclusive and final all decisions and interpretations of the compensation committee (the “Committee”) of the board of directors (the “Board”) of the Company with respect to any questions arising under the Plan and this Agreement.
Task: Classify this clause into ONE... | Label: Interpretations |
e6f55a85-8031-4842-ad56-509116380157 | Clause:
All of the representations and obligations of Landlord are contained herein and in the Exhibits attached hereto, each of which is incorporated herein by reference so that all references to “ Lease ” herein shall refer to the body of this Lease and all Exhibits thereto; and no modification, waiver or amendment o... | Label: Authority |
e41fc5d4-f448-4cb5-a702-ef425369bc58 | Clause:
In case any one or more of the provisions of this Agreement shall be invalid, illegal or unenforceable in any respect, or to any extent, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.
Task: Classify this clause into O... | Label: Severability |
3dd961b5-41a3-40aa-9645-b242d2e5026f | Clause:
The closing of the transactions contemplated by this Agreement and the Collateral Documents (the "Closing") shall take place at the offices of Randall J. Lanham, Esq., Lanham & Lanham, LLC a professional law firm, located at 28562 Oso Parkway, Unit D, Rancho Santa Margarita, CA 92588, or at such other location ... | Label: Closings |
1e7ab0a7-e714-4414-af8f-869b411386d3 | Clause:
Seller is the record owner of and has good and marketable indefeasible fee simple title to Property, free and clear of all Encumbrances except Permitted Encumbrances. There are no options or rights to purchase or acquire, or agreements, arrangements, commitments or understandings relating to, the Property excep... | Label: Titles |
d67de839-54c2-4b0a-90fb-90ad95ac91f6 | Clause:
All communications and notices hereunder shall be in writing and given as provided in Section 9.01 of the Credit Agreement (a) if to the Guaranteed Parties, to their respective addresses set forth in the Credit Agreement and (b) if to the Guarantor, to it at its address set forth beneath its signature below.
T... | Label: Notices |
6d38fb13-ae80-46c4-8c15-608d5bdd1200 | Clause:
If any provision of this Agreement shall be found invalid or unenforceable in whole or in part, then such provision shall be deemed to be modified or restricted to the extent and in the manner necessary to render the same valid and enforceable or shall be deemed excised from this Agreement as such circumstances... | Label: Severability |
bdb58d1c-ebcc-45f3-87db-43c92d4496ca | Clause:
The Agreement will be construed and the respective rights of the Parties determined in accordance with the substantive Laws of the State of New York, notwithstanding any provisions of New York Law or any other Law governing conflicts of laws to the contrary.
Task: Classify this clause into ONE of these types (... | Label: Governing Laws |
4fe2b7b7-753e-48fb-8169-fca637fe2e98 | Clause:
The Parties agree that irreparable damage would occur in the event any provision of this Agreement were not performed in accordance with the terms hereof and that the Parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy at law or equity, without the necessity of... | Label: Specific Performance |
8679bec4-bd7a-473f-8bab-72f419ef6bb8 | Clause:
The term (the " Term ") of Employee's employment hereunder shall commence on the Effective Date and shall expire on December 31, 2016, unless sooner terminated in accordance with Section 6. Neither Employer nor Employee shall have any obligation to extend or renew this Agreement. In the event that Employee's e... | Label: Terms |
ddba4e83-b5a1-4af6-bbe2-81e3231a5f82 | Clause:
Any controversy or claim arising out of, or relating to this Agreement, or the breach thereof, will be settled by arbitration in the city of Columbus, Ohio, in accordance with the Rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator or arbitrators may be entered ... | Label: Arbitration |
c6479a88-bcf0-4fa0-bdc8-a08ac5bc0fba | Clause:
Termination Event . The occurrence of a Purchase and Sale Termination Event or an Unmatured Purchase and Sale Termination Event.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignment... | Label: Sales |
cbe7e746-2d55-4a74-a1f6-1933fecaf6d8 | Clause:
At all times prior to the Closing Date or the earlier termination of this Agreement in accordance with its terms, the Company and the Commitment Parties shall consult with each other prior to issuing any press releases (and provide each other a reasonable opportunity to review and comment upon such release) or ... | Label: Publicity |
06baec20-8aec-45c5-875f-20bdfacfc020 | Clause:
The representations and warranties set forth in this Loan Agreement will survive until the earlier to occur of (i) termination of the Credit Agreement pursuant to the terms of Section 2.6 thereof, and/or (ii) release of a Collateral Pool Property pursuant to the terms of Section 3.2 of the Credit Agreement; how... | Label: Survival |
96faf901-3832-47f1-ac37-1ee7eb66174b | Clause:
If the Closing occurs, the representations and warranties of Seller in Section 7.1 and Purchaser in Section 7.2 shall survive the Closing for a period commencing on the Closing Date and expiring at 5:00 p.m. (Central Standard Time) on the date which is one hundred eighty (180) days after the Closing Date (the p... | Label: Warranties |
e7121ab4-6832-472e-80f5-ce3d06451740 | Clause:
No failure by either party at any time to give notice of any breach by the other party of, or to require compliance with, any condition or provision of this Agreement shall be deemed a waiver of any provisions or conditions of this Agreement.
Task: Classify this clause into ONE of these types (exactly one labe... | Label: No Waivers |
96039f23-e1d6-49fc-995b-9cf3c2e00523 | Clause:
The Company will, and will cause each of its Restricted Subsidiaries to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges and franchises material to the conduct of its business; provided that the fo... | Label: Existence |
279c8b82-5498-4249-ad12-6b589edf0d52 | Clause:
This Agreement will be governed by and construed under the laws of the State of Georgia (without reference to the choice of law principles under the laws of the State of Georgia). The parties agree that the state and federal courts in the State of Georgia with jurisdiction within or over Muscogee County, Georgi... | Label: Governing Laws |
b4a4ad88-3355-4a5b-ba78-35f6f8e9a706 | Clause:
This Agreement shall commence on the Effective Date and shall be perpetual, unless earlier terminated in accordance with Section 8.2.
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 |
acb066c0-7426-4b41-9db3-b5065aa1406e | Clause:
All notices or other communications given or made hereunder shall be in writing and shall be deemed duly given: (i) upon personal delivery to the party to be notified, (ii) when sent by confirmed facsimile if sent during normal business hours of the recipient, if not, then on the next business day, (iii) five (... | Label: Notices |
4aa4b1e4-49a6-4281-a2ee-70d73a487e66 | Clause:
The parties’ obligations under this Section 20 shall survive the termination or expiration of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authori... | Label: Survival |
95e3c527-b7b3-4eca-b0ee-bc10f2fa6da9 | Clause:
Guarantor agrees to the provisions of the Loan Documents, and hereby waives notice of: (a) any loans or advances made by Lender to Borrower, (b) acceptance of this Guaranty, (c) any amendment or extension of the Note, the Loan Agreement or of any other Loan Documents, (d) the execution and delivery by Borrower,... | Label: Waivers |
e1a1dbca-d5db-46b6-9a75-aab8695627b2 | Clause:
All real estate taxes and assessments (“ Taxes ”) assessed against the Property for the year of Closing shall be prorated as follows: Seller will be responsible for the payment of Taxes applicable to the period before the Closing Date, and Buyer will be responsible for the period on and after the Closing Date I... | Label: Taxes |
61bb2f31-6c87-4fc3-bc09-9ea5078d837c | 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 |
a91f1ac2-3397-468a-8c4b-992ffaacbb3a | Clause:
No provision in this Agreement shall be supplemented, deleted, or amended except in a writing executed by an authorized representative of each of TBIL and Takeda.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, ... | Label: Amendments |
08dd8ffe-6df4-4088-b711-bf0cc046389b | Clause:
By its signature, each Person executing this Agreement on behalf of a party hereto represents and warrants to the other parties hereto that it is duly authorized to execute this Agreement. The Credit Agreement Collateral Agent represents and warrants that this Agreement is binding upon the Credit Agreement Secu... | Label: Authorizations |
72a9f1ba-c093-4208-b4d1-38b7ef7ee628 | Clause:
Each Borrower will, and will cause each of its Subsidiaries to, comply with the requirements of all applicable laws, rules, regulations, and orders of any Governmental Authority, other than laws, rules, regulations, and orders the non-compliance with which, individually or in the aggregate, could not reasonably... | Label: Compliance With Laws |
0aa13c46-38ec-4f22-929f-a65c4b6e9825 | Clause:
Except as set forth in the SEC Reports, none of the officers or directors of the Company or any Subsidiary and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently a party to any transaction with the Company or any Subsidiary (other than for services as employees... | Label: Transactions With Affiliates |
e61622e9-53a8-473a-9cc1-32c7da892195 | Clause:
The Credit Agreement is, effective as of the Term B-1 Effective Date (as defined below), hereby amended and restated to delete the stricken text (indicated textually in the same manner as the following example: stricken text ) and to add the double-underlined text (indicated textually in the same manner as the ... | Label: Amendments |
63bdb431-7008-49b4-9033-ec3447559b53 | Clause:
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, U and X. All proceeds of the Original Term Loans will be used by the Borrower in connection with the Effective Date Transa... | Label: Use Of Proceeds |
5c6db153-541e-4dca-8871-65518f099c32 | Clause:
This Amendment may be executed in any number of counterparts, each of which shall for all purposes be deemed an original and all of which shall constitute the same instrument. Delivery of an executed signature page of this Amendment by facsimile or other electronic transmissions shall be as effective as deliver... | Label: Counterparts |
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