id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
d4d5a087-2708-4721-bc88-a85e44061bd2 | Clause:
The Borrower or any one or more of its Subsidiaries will use the proceeds of the Term Loans only as provided in Section 7.08.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, ... | Label: Use Of Proceeds |
70bc572b-c490-4289-912b-ea0c962d24f4 | Clause:
Licensee, for itself and on behalf of all other Licensee Releasing Parties, hereby irrevocably and unconditionally releases, acquits and forever discharges the Licensor Released Parties, from all actions, causes of action, suits, debts, liens, obligations, promises, liabilities, claims, rights, demands, damages... | Label: Releases |
1fb63703-41bc-4099-bf04-d65b77a78735 | Clause:
The execution, delivery and performance of this Agreement and the other Loan Documents by each Loan Party party thereto (i) will not contravene such Loan Party’s organizational documents, (ii) will not result in any violation of the provisions of any Legal Requirement of any Governmental Authority having jurisd... | Label: No Conflicts |
48eaadeb-8694-455e-80b4-41c799bcedf7 | Clause:
No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could reasonably be expected to result in a Material Adverse Effect. The present value of all accumulated benefit obligations under each ... | Label: Erisa |
06b9925b-4968-46c0-b086-f074db59845a | Clause:
In the event any party hereto shall fail to pay, perform or observe any of the covenants and conditions undertaken by it herein to be paid, performed or observed, then such party shall be deemed to be in default with respect hereto. In the event of a default by Contributor, Recipient shall have the right,... | Label: Remedies |
4dc73bc9-2cc4-41ef-a924-8a0dffe711e2 | Clause:
Set forth on Schedule 3.11 is a complete and accurate summary of the property and casualty insurance program of the Loan Parties as of the Effective Date (including the names of all insurers, policy numbers, expiration dates, amounts and types of coverage, annual premiums, exclusions, deductibles, self-insured ... | Label: Insurances |
af5b27c6-6b2c-461a-83d6-49954e99ce8b | Clause:
The Administrative Agent may at any time give notice of its resignation to the Lenders, the L/C Issuer and the Borrowers. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrowers, to appoint a successor, which shall be a bank with an office i... | Label: Notices |
d473fea1-c2fa-4037-b2ff-924160ecf060 | Clause:
The Assignee agrees to indemnify and hold the Assignor harmless against any and all losses, costs and expenses (including, without limitation, reasonable attorneys' fees) and liabilities incurred by the Assignor in connection with or arising in any manner from the Assignee's nonperformance of the obligations as... | Label: Indemnity |
ebb751fb-097b-4689-ab62-7a6120f2c72e | Clause:
Except as hereinafter provided and prior to adjustment in accordance with Sections 4.06(a) and 4.07(c) the standard early retirement allowance shall be an allowance deferred to commence on the Member’s Normal Retirement Date and shall be equal to the Member’s Accrued Benefit earned up to his or her Early Retire... | Label: Benefits |
2fdf2759-703c-4abe-90aa-30dbe58f8a5d | Clause:
For and in consideration of any Loan and each advance or other financial accommodation hereunder, each Borrower, voluntarily, knowingly, unconditionally, and irrevocably, with specific and express intent, for and on behalf of itself and its agents, attorneys, heirs, successors, and assigns (collectively the “ R... | Label: Releases |
0265184e-3ce2-46a5-91fa-15ff7b54aded | Clause:
The Company shall indemnify the Executive to the maximum extent that its officers, directors and employees are entitled to indemnification pursuant to the Company’s Certificate of Incorporation and Bylaws (which shall not be less than currently exists, except as required by applicable law), subject to applicabl... | Label: Indemnifications |
9e167906-97e8-45d9-a1e5-9be19675adb7 | Clause:
Expenses incurred by an Indemnitee or an indemnified Member in defending any claim, demand, action, suit or proceeding subject to Section 12.1 or Section 12.2 shall, from time to time, be advanced by the LLC prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the LLC... | Label: Expenses |
21922cad-7885-4b6c-9aea-2c46c4cbeeb4 | Clause:
EPCYLON will defend, indemnify and hold harmless CQG, its affiliates, and their directors, employees, representatives, agents and contractors from and against any claim, loss, liability, cost or damage, including reasonable attorney’s fees, arising from (i) EPCYLON’s breach of this Agreement; (ii) any infringem... | Label: Indemnity |
45e7f0bf-811f-45c5-ba3d-13cbde213965 | Clause:
The expenses of administration of the Plan shall 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, Authorizations, Base Salary, Bene... | Label: Expenses |
cbe75d33-54cc-4c51-bd02-33c490b26381 | Clause:
The validity, interpretation, and performance of this Warrant Agreement and of the Warrants shall be governed in all respects by the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The Compa... | Label: Applicable Laws |
c5bf3453-b93c-4f0f-96ef-ad5c571d56ed | Clause:
Borrower will not, and will not permit any Subsidiary to, directly or indirectly, enter into any transaction (including, but not limited to, the sale or exchange of Property or the rendering of any service) with any Affiliate, other than in the ordinary course of its business and upon substantially the same or ... | Label: Transactions With Affiliates |
b1cd7e2e-6703-41f5-89bd-d7a7a647ef9f | Clause:
By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Bank or the Lenders, the Issuing Bank hereby grants to each Lender, and each Lender hereby acquires from the Issuing Bank, a participation in such... | Label: Participations |
bedd35b7-5aac-44e4-a99b-530f48b24c76 | Clause:
During the Employment Term, the Company will pay or reimburse the Executive for reasonable and necessary business expenses incurred by the Executive during the Employment Term in connection with the Executive’s duties on behalf of the Company in accordance with the Company’s travel and expense policy, as it may... | Label: Expenses |
b9e24808-437c-4a7c-8f0e-5562e9b1fc34 | Clause:
The Shares shall vest upon the consummation of an equity and/or debt financing exceeding $3,725,000, provided that Holder remains continuously engaged as a director, officer or employee of, or consultant or advisor to, the Corporation from the date hereof through the applicable vesting date.
Task: Classify thi... | Label: Vesting |
7fc4bd84-208c-4ec2-91a4-14d58a1809b7 | Clause:
The parties to each assignment shall execute and deliver to Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided , however , that Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in... | Label: Assignments |
ad867c5d-f641-41ec-9cb1-544535dfa139 | Clause:
This Agreement and each of the other Loan Documents shall be governed by and construed in accordance with the laws of the State of New York without regard to any choice-of-law provisions that would require the application of the law of another jurisdiction and, to the extent applicable, the Bankruptcy Code; pro... | Label: Governing Laws |
b4ea97c0-d1f1-45d5-a516-9333b4ad550a | Clause:
The indemnification and contribution provisions in this Section 4 shall be a continuing right and shall survive the registration and sale of any securities by any Person entitled to indemnification or contribution, as applicable hereunder, and the expiration or termination of this Agreement.
Task: Classify thi... | Label: Survival |
40f19a5f-75cb-4f25-b203-76621493033c | Clause:
This First Amendment may be executed in any number of separate counterparts, each of which shall, collectively and separately, constitute one agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals,... | Label: Counterparts |
818cb34f-d7ea-4b3e-9ef1-b32dc5b9758d | Clause:
This Amendment enters into force on the Google Services Amendment Effective Date (as defined above) and remains in force for as long as the Agreement is in effect, unless otherwise terminated in accordance with this Amendment.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments,... | Label: Terms |
90ffaf99-f7b8-43f1-a54b-d0f161a21a85 | Clause:
The validity, construction, interpretation, administration and effect of the Plan and of its rules and regulations, and rights relating to the Plan, shall be determined solely in accordance with the laws of the Commonwealth of Pennsylvania, without regard to the choice-of-law principles thereof, and applicable ... | Label: Governing Laws |
8ab9fd55-4892-4b2e-aea1-1eb488439071 | Clause:
Any notice or report required or permitted to be given or made under this Agreement by one Party to the other will be in writing and will be deemed to have been delivered (a) upon personal delivery, (b) on the second Business Day (at the place of delivery) next following deposit with a reputable, internationall... | Label: Notices |
1939e6c2-1688-46f4-abda-b1f950f9dbc3 | Clause:
All computations of interest for Base Rate Loans shall be made on the basis of a year of three hundred sixty-five (365) days or three hundred sixty-six (366) days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a three hundred sixty (360) d... | Label: Fees |
9235f984-68d6-4816-85b7-195a47fdea0e | Clause:
This Agreement shall be governed by the laws of the State of Washington, without regard for choice-of-law provisions. Executive consents to personal and exclusive jurisdiction and venue in the State of Washington.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, ... | Label: Governing Laws |
138f592c-fa9d-4a27-a796-a56d62db2389 | Clause:
For purposes of this Agreement, the use of “commercially reasonable best efforts” shall not include any obligation to (i) make any change to the economic and other terms set forth in the Term Sheet or (ii) pay any fee, amount, premium or other consideration to any person not expressly provided for as of the dat... | Label: Interpretations |
1fbfdf16-64a6-4e69-9dfd-92a3d7237c55 | Clause:
Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank or central bank (including, for the... | Label: Successors |
38af4b8c-0099-44fb-bd52-76d63b5df363 | Clause:
Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned, in whole or in part, by operation of Law or otherwise, by any of the parties without the prior written consent of the other parties, except that Merger Sub may assign, in its sole discretion, any or all of its ri... | Label: Assignments |
c9f176a0-5a61-4e63-8460-493a45f2aee6 | Clause:
The Company may terminate Executive’s employment, on written notice to Executive after having reasonably established Executive’s Disability. For purposes of this Agreement, Executive will be deemed to have a “ Disability ” if, as a result of any medically determinable physical or mental impairment that can be e... | Label: Disability |
c201fbda-a920-408c-92a5-283dd1b582fd | Clause:
Each Borrower (a) will pay and discharge, and cause each Subsidiary to pay and discharge, on a timely basis as and when due, all of their respective obligations and liabilities (excluding Taxes), except for such obligations and/or liabilities (i) that may be the subject of a Permitted Contest, and (ii) the nonp... | Label: Payments |
0413b6ca-4699-49b2-8e1b-f3b2b39f10aa | Clause:
Any notice to Occidental provided for in this Agreement will be given to its Secretary at 5 Greenway Plaza, Suite 110, Houston, Texas 77046, and any notice to the Grantee will be addressed to the Grantee at his or her address currently on file with Occidental. Any written notice will be deemed to be duly given ... | Label: Notices |
9fc4dac7-b5d1-4015-83e6-8d028860b734 | Clause:
This Agreement (including the Exhibits attached hereto) constitutes the entire agreement between the Parties relating to its subject matter and supersedes all prior or contemporaneous agreements, understandings or representations, either written or oral, between XenoPort and DRL with respect to such subject mat... | Label: Entire Agreements |
8e398def-b8c7-4d8f-a694-3c8ac99fcb9e | Clause:
Section 11.15 of the Credit Agreement is hereby incorporated by reference.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Be... | Label: Waiver Of Jury Trials |
0b934549-4f53-4bbd-90c2-f0d3553149a2 | Clause:
This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. The manual signature of any party hereto that is transmitted to any other party or its cou... | Label: Counterparts |
556fcc89-a42b-43d6-8c5a-f35096c8bf20 | Clause:
The Borrower agrees to, and shall cause the Subsidiary Guarantors to, execute and deliver such other Security Documents (including, without limitation, Foreign Subsidiary Pledge Agreements for each Material First-Tier Foreign Subsidiary) and, to the extent required by the Loan Documents, make, execute and deliv... | Label: Further Assurances |
b94c0a55-2549-4843-8fda-b71a9b919190 | Clause:
The headings of this Release are not part of the provisions hereof and shall not have any force or effect.
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,... | Label: Headings |
c368ac81-7641-4e8a-9d5b-5a3b82e4ef1b | Clause:
This Agreement will be binding upon, inure solely to the benefit of and be enforceable by the Parties and their respective permitted successors and assigns.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approv... | Label: Binding Effects |
bf4cb6fa-c437-4546-833a-8ef28f1ac683 | Clause:
None of the reports, financial statements, certificates or other information furnished by or on behalf of the Borrower or any of its Subsidiaries to the Administrative Agent or any Lender or any of their Affiliates in connection with the negotiation of this Agreement or any other Term Loan Document or delivered... | Label: Disclosures |
ccbc7fcd-00b5-4fb4-a6f6-57d93c8aa9e2 | Clause:
The Borrowers will maintain written records pertaining to perishable agricultural commodities and by-products and/or farm products in its possession to which a constructive trust under PACA or a Lien under the California Producer's Lien Law is applicable.
Task: Classify this clause into ONE of these types (exa... | Label: Records |
547e717a-38c7-43f5-9b05-032ea616e135 | Clause:
No party may assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of the other parties, provided that TD Lux may assign its obligations to purchase the Shares hereunder to TD Bank or any of TD Bank’s wholly owned Subsidiaries without the consent of a... | Label: Assignments |
798c5a36-994b-4767-b36c-60221d6fb207 | Clause:
The Vendor and Customer agree that the terms of Sections 1, 2(i)(e), 2(ii)(e), 2(vii) (with respect to Subcontractors’ required compliance with certain requirements of the Agreement and Vendor’s liability therefor), 3, 4(ii)(c), 4(v), 5(ii), 5(iii), 5(iv), 7(iv), 10, 16, 17 - 24, 27, 33, 34 and 35 shall survive... | Label: Survival |
21ac111a-f034-444a-ae96-e2208851c50e | Clause:
Notices required to be given by Participants pursuant to the terms of the Plan must be in writing; provided, however, that the Company may approve, in lieu of written notice, alternative methods of notice, including electronic modes of communication.
Task: Classify this clause into ONE of these types (exactly ... | Label: Notices |
222675d8-c506-4aa5-8ee1-8d01115abd71 | Clause:
Any and all notices, requests, demands and other communications required or otherwise contemplated to be made under this Agreement shall be in writing and shall be provided by one or more of the following means and shall be deemed to have been duly given (a) if delivered personally, when received, (b) if transm... | Label: Notices |
7667dfd3-4114-49f7-804d-858c0444bfcc | Clause:
Subject to Section 2(b) of this Agreement, if the Executive’s employment terminates involuntarily but without Cause or voluntarily but for Good Reason within twelve (12) months after a Change in Control, the Bank shall continue or cause to be continued life and health insurance coverage substantially identical ... | Label: Benefits |
023c51f2-4b8c-4c1a-b96a-26ed39f82579 | Clause:
All demands, notices and communications hereunder shall be in writing and shall be delivered or mailed by registered or certified first-class United States mail, postage prepaid, hand delivery, prepaid courier service, by telecopier or electronically by email (if an email address is provided), and addressed in ... | Label: Notices |
a98a2d07-5184-4bef-bdcc-e5fe33c36d8c | Clause:
This Agreement shall inure to the benefit of, be binding upon, and be enforceable by the Company and its successors and assigns. The Grantee shall not assign any part of this Agreement without the prior express written consent of the Company.
Task: Classify this clause into ONE of these types (exactly one labe... | Label: Assignments |
214ed3d1-5fcf-4069-8beb-f9ea551816de | Clause:
If any term or other provision of this Agreement is invalid, illegal, or incapable of being enforced by any rule of law or public policy, all of the other conditions and provisions of this Agreement will nevertheless remain in full force and effect, so long as the economic or legal substance of the transactions... | Label: Severability |
aac363a2-fefa-4463-a9e1-3ed0558f3bca | Clause:
At any time or from time to time upon the reasonable request of the Administrative Agent, at the expense of the Loan Parties, promptly execute, acknowledge and deliver such further documents and do such other acts and things as the Administrative Agent or the Collateral Agent may reasonably request in order to ... | Label: Further Assurances |
c2a95994-a66f-4f67-a82e-ae590229d396 | Clause:
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATE.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, App... | Label: Governing Laws |
3bf93717-f576-420d-9561-08e6ba0f071a | Clause:
Any term or provision of this Agreement that is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability and shall not render invalid or unenforceable the remaining terms and provisions of this Agreement or affect the validi... | Label: Severability |
e742967a-63f5-4e8b-80a8-7f7d89232198 | Clause:
On behalf of either Purchaser or its Affiliates (other than the Company and its subsidiaries), there is no agent, broker, investment banker, consultant, Person or firm that has acted on behalf, or under the authority of, either Purchaser or its Affiliates or, to such Purchaser’s knowledge, any of its stockholde... | Label: Brokers |
6696712e-3d09-4980-98de-d891e0cc515d | Clause:
The consummation of the transactions hereby contemplated and the performance of the obligations of the Sellers and the Company under and by virtue of this Stock Purchase Agreement or the Ancillary Documents will not result in any breach of, or constitute a default under, any material mortgage, security deed or ... | Label: No Conflicts |
fb350289-0c6b-44cb-9c15-f240fcd8fddf | Clause:
The consolidated balance sheet of such Borrower and its Subsidiaries, as at December 31, 2015, and the related consolidated statements of income, retained earnings and cash flows of such Borrower and its Subsidiaries, certified by PricewaterhouseCoopers LLP, independent public accountants, and the unaudited con... | Label: Financial Statements |
b9dec523-7a56-4b53-a584-a24996d08555 | Clause:
This Assignment shall be governed by and construed in accordance with the laws of the State of California. Any disputes arising hereunder shall be resolved in the state or federal courts of Los Angeles County, California.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agre... | Label: Governing Laws |
70852340-862c-4706-a96b-7130711e20f9 | Clause:
All notices, requests and demands to or upon the Administrative Agent or any Lender shall be effected in the manner provided in Section 9.01 of the Credit Agreement; any notice, request or demand to or upon the CME Subsidiary Guarantor shall be addressed to the CME Subsidiary Guarantor at its notice address set... | Label: Notices |
8eefff1b-18ce-4c88-91d1-017951aa05ef | Clause:
The Obligors on a consolidated basis are solvent.
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, ... | Label: Solvency |
b061c6ee-33e1-4948-87e6-8b014851a086 | Clause:
Each Group Member has filed or caused to be filed all Federal, state and other material tax returns that are required to be filed (taking into account any extensions thereof) for periods for which the statute of limitations remains open and has paid all taxes shown to be due and payable on said returns or on an... | Label: Taxes |
442d3954-2232-477f-aae9-f1d60df7d77f | Clause:
This Agreement, and any instrument or agreement required hereunder, are within the Borrowers powers, have been duly authorized, and do not conflict with any its organizational papers.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption La... | Label: Authorizations |
e1bb6214-8740-4d14-8a41-17541389d8bc | Clause:
Waiver of Jury Trial . EACH PARTY HERETO HEREBY IRREVOCABLY 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 OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED... | Label: Waiver Of Jury Trials |
bf3e8bc3-8d3f-499d-a73c-97e9d2725b18 | Clause:
The Company represents and warrants that the undersigned has the authority to act on behalf of the Company and to bind the Company and all who may claim through it to the terms and conditions of this Agreement. Employee represents and warrants that he has the capacity to act on his own behalf and on behalf of a... | Label: Authority |
2d6ac7f1-456d-4132-950f-26c5af15be90 | Clause:
The Operative Documents to which the Owner is a party delivered on or prior to the date hereof or such Delivery Date, as the case may be, each constitute legal, valid and binding obligations of the Owner enforceable against the Owner in accordance with the terms thereof except as such may be limited by equitabl... | Label: Enforceability |
bb5998e7-48cb-49e3-8c84-6279e0ead60d | Clause:
This Agreement and the Transaction Documents sets forth all of the agreements, representations, warranties and conditions of the parties hereto with respect to the subject matter hereof, and supersedes all prior agreements, representations, warranties and conditions. The exhibits referred to above constitute pa... | Label: Amendments |
c05978c3-f1fc-49b5-834d-17a33db15143 | Clause:
From and after the date of this Agreement (including, without limitation, following the Closing Date), Sellers and Buyer agree to do such things, perform such acts, and make, execute, acknowledge and deliver such documents as may be reasonably necessary or proper and usual to complete the transactions contempla... | Label: Further Assurances |
24c18ca8-9154-424e-bd3e-7ee86d547efe | Clause:
EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT, ANY OTHER SECOND-OUT CREDIT DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments... | Label: Waiver Of Jury Trials |
dece1b8d-f05a-4e45-a34e-ef7fb34d7b55 | Clause:
The Seller is not in violation of any laws, governmental orders, rules or regulations, whether federal, state or local, to which it or any of its properties are subject, which may have a material adverse affect as to the Trademark or the Sub-License Agreement or the License Agreement.
Task: Classify this claus... | Label: Compliance With Laws |
b4c76540-c695-4adf-8c98-8207e32a17c8 | Clause:
Except as set forth on Schedule 4(d) hereto, the Company hereby represents and warrants to the Purchaser that the Company’s representations and warranties set forth in Annex A to the Letter Agreement dated August 3, 2016 between the parties are true and correct as of the date hereof.
Task: Classify this clause... | Label: Warranties |
12b8307a-6058-414d-868c-676b3a8e4331 | Clause:
There is no action, suit, proceeding, or investigation pending or, to the Knowledge of such Selling Stockholder, overtly threatened against, nor any outstanding judgment, order, or decree against, such Selling Stockholder or any of its Subsidiaries before or by any Governmental Authority or arbitral body which ... | Label: Litigations |
ac5d8a4d-8f06-4dab-b098-ecff599f5a57 | Clause:
(a) The Company agrees to pay to the Administrative Agent for the account of each Lender a facility fee, which shall accrue at the Applicable Rate on the daily amount of the Commitment of such Lender (whether used or unused) during the period from and including the Effective Date to but excluding the date on wh... | Label: Fees |
229b945d-4d9b-4f0e-b7fc-5272ce2c9817 | Clause:
The Parties acknowledge and agree that the failure to enforce at any time any of the provisions of this Agreement or to require at any time performance by any party of any of the provisions hereto shall in no way be construed as a waiver of such provision or affect the validity of this Agreement or any part the... | Label: No Waivers |
1303f24a-74a8-4798-9b1b-8299ba72a2f0 | Clause:
In order to induce Debtor to enter into this Amendment, Lender, for itself, and for its affiliates, successors and assigns, hereby acknowledges, represents and warrants to Debtor that Lender has full power and authority to enter into this Amendment and to incur and perform all obligations and covenants containe... | Label: Representations |
9c424888-e6bd-4564-9e9f-3e33a026069a | Clause:
From and after the Effective Date, the Administrative Agent shall make all payments in respect of [ the ] [ each ] Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective Date and to [ the ] [ the relevan... | Label: Payments |
18dd5ed8-fb86-45d7-a440-dd29a2491831 | Clause:
There is no fact relating to Acquiring Entity that Acquiring Entity has not disclosed to the Company in writing that materially and adversely affects nor, insofar as Acquiring Entity can now foresee, will materially and adversely affect, the condition (financial or otherwise), properties, assets, liabilities, b... | Label: Disclosures |
8491a5c1-9513-4667-b912-d81d2a11c2a6 | Clause:
The Borrower agrees to pay on demand all expenses of the Lender (including, without limitation, the fees and out-of-pocket expenses of Covington & Burling LLP, counsel to the Lender, and of local counsel, if any, who may be retained by or on behalf of the Lender) incurred in connection with the negotiation, pre... | Label: Expenses |
1192df86-7989-44d5-9ab3-5742fc563d7d | Clause:
Except with respect to Permitted Indebtedness, Permitted Liens or as otherwise permitted under the Notes, without the prior written consent of the Secured Party, the Company shall not file or suffer to be on file, or authorize or permit to be filed or to be on file, in any jurisdiction, any financing statement ... | Label: Liens |
e91f0eba-f5da-4ed0-9161-51ae6bb16d30 | Clause:
This Sixth Amendment may be executed by one or more of the parties hereto in any number of separate counterparts, and all of such counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of this Sixth Amendment by facsimile or email transmission shall be effective as deliv... | Label: Counterparts |
61974075-a16f-4e08-9112-ef25450e41e7 | Clause:
The Plan and this Option shall be construed in accordance with the laws of the State of Delaware.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authoriz... | Label: Applicable Laws |
19c08d21-e369-438c-8947-f85867346631 | Clause:
Each party’s rights and obligations under this Agreement shall not be assigned or delegated, by operation of law or otherwise, without the other party’s prior written consent, and any such assignment or attempted assignment shall be void, of no force or effect, and shall constitute a material default by such pa... | Label: Assignments |
1ba8b0c5-26fa-4f39-afb4-fcb37ce89369 | Clause:
To save Landlord harmless and indemnified from, and to defend Landlord against, all injury, loss, claims or damage (including reasonable attorneys’ fees) to any person or property while on the Leased Premises unless arising from any act, omission, fault, negligence or other misconduct of Landlord, or its agents... | Label: Indemnity |
69528b4c-82d9-41f9-b809-633c043ca7c6 | Clause:
During the Employment Term, Executive shall be paid an annual base salary of $1,250,000 (“ Base Salary ”). The Base Salary shall be payable in accordance with the Company’s regular payroll practices as then in effect. During the Employment Term, the Base Salary shall be reviewed annually and is subject to incre... | Label: Base Salary |
8e750de3-3b4b-4f64-8ce8-c6356e4f64c5 | Clause:
Except for the Paragon Cases, (i) there is no Litigation pending or, to Paragon’s Knowledge, threatened against Paragon or any of its Affiliates that, individually or in the aggregate, would materially adversely affect the ability of Paragon or any of its Affiliates to execute, deliver or perform its obligation... | Label: Litigations |
8b7c356a-9b23-42a8-8da7-160558ba5803 | Clause:
BORROWER HEREBY (a) IRREVOCABLY SUBMITS AND CONSENTS TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN THE STATE OF CALIFORNIA, LOS ANGELES COUNTY WITH RESPECT TO ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF THIS AGREEMENT, THE OTHER LOAN DOCUMENTS, THE OBLIGATIONS AND/OR THE COLLATERAL ... | Label: Consent To Jurisdiction |
16e440b0-35d8-4e8b-8b0e-5aa1e7c23803 | Clause:
This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior oral or written agreements, commitments or understandings with respect to the matters provided for herein, with the exception of any written agreements between the partie... | Label: Entire Agreements |
72afdfe4-63da-458a-a518-ffed4dc9f5ae | Clause:
If any Article, Section or provision of this Eighth Amendment shall be determined to be null and void, voidable or invalid by a court of competent jurisdiction, then for such period that the same is void or invalid, it shall be deemed to be deleted from this Eighth Amendment and the remaining portions of this E... | Label: Severability |
edacc693-3095-4ccc-a07d-0846a6c11d95 | Clause:
Axiom does not have any predecessor corporation(s), no subsidiaries, and does not own, beneficially or of record, any shares of any other corporation.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, A... | Label: Subsidiaries |
51652628-c572-4ba0-b007-f4bdddfb73df | Clause:
On or before 5:30 p.m., U.S. Eastern Time, on the fourth trading day immediately following the execution of this Agreement, the Company will file a Current Report on Form 8-K with the SEC describing the terms of the material Transaction Agreements.
Task: Classify this clause into ONE of these types (exactly on... | Label: Publicity |
b3390873-d05a-4e18-8e55-e6f78c62f8e4 | Clause:
This Amendment, shall be effective on the date (the “ Amendment Effective Date ”) upon which the conditions precedent set forth in Section 3.1 above are satisfied.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws,... | Label: Effective Dates |
04730809-bcd8-454b-b6ab-9e5629ca7fc6 | Clause:
Your Option will vest as provided in your Grant Notice. Vesting will cease upon the termination of your Continuous Service.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, As... | Label: Vesting |
4300b8b8-efda-44d6-914e-082a5ebd8cad | Clause:
The execution, delivery and performance of this Agreement by Purchaser does not, and will not, violate any provision of its charter or bylaws or, subject to the receipt of the Regulatory Approvals, violate or constitute a breach or contravention of, or default under, any Law to which Purchaser is subject or und... | Label: No Conflicts |
b80218f4-5b8d-481c-ae97-a18b11ff8cf2 | Clause:
Subject to the terms and conditions of this Agreement, the consummation of the transactions contemplated by this Agreement (the " Closing ") shall take place at the offices of Skadden, Arps, Slate, Meagher & Flom LLP, 1000 Louisiana Street, Suite 6800, Houston, Texas 77002 on the date hereof (the " Closing Date... | Label: Closings |
0d0ac237-746c-4f0d-929b-92e25b7d2427 | Clause:
Borrower shall indemnify, save harmless and defend Lender, any successors or assigns of Lender, and Lender’s and such successor’s and assign’s directors, officers, employees and agents from and against any and all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses (includ... | Label: Indemnifications |
e55b5ca5-519d-4fb3-813c-c50cb49e7273 | Clause:
Except as amended hereby, the terms and provisions set forth in the LOI shall remain in full force and effect and, to the extent applicable under the terms of the LOI, be binding on the parties thereto.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments,... | Label: Binding Effects |
22e99b8b-1d45-4cdc-b31e-0c0661d9ce78 | Clause:
Notwithstanding the claims procedures above, the following claims procedures shall apply for any claim based on a Disability.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, ... | Label: Disability |
92611a6f-39f1-4f6b-b301-909e8f8e221d | Clause:
BUYER AND SELLER EACH WAIVES RIGHTS TO TRIAL BY JURY IN ANY ACTION BETWEEN THEM RELATED TO THIS AGREEMENT, THE TRANSACTION CONTEMPLATED HEREBY, THE PROPERTY OR THE LOAN.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable... | Label: Waiver Of Jury Trials |
d5faa289-7139-4ee0-9a00-07ae226f5c20 | Clause:
The Executive’s employment under this Agreement shall commence as of May 1, 2016 (the “ Effective Date ”) and shall terminate on the earlier of (i) May 31, 2020 and (ii) the termination of the Executive’s employment under this Agreement; provided , however , that if a Change in Control, as defined in Section 5 ... | Label: Terms |
77596d46-8cff-40e6-b942-ee7cec130093 | Clause:
Headings in this Plan are included for convenience and shall not be considered in the interpretation of the Plan. References to sections are to Sections of this Plan unless otherwise indicated. Pronouns shall be construed to include the masculine, feminine, neutral, singular or plural as the identity of the ant... | Label: Construction |
0cfaeb8d-50a3-466c-8ac4-651f0e829c34 | Clause:
This Lease shall be interpreted, construed, applied, and enforced in accordance with the laws of the State of New York; provided, that the provisions for the enforcement of Landlord’s rights and remedies hereunder shall be governed by the laws of each of the respective jurisdictions where the Leased Property is... | Label: Applicable Laws |
7cc8ced2-6938-4127-bcdf-6a92c68a4cce | Clause:
If either Party should waive any breach of any provisions of this Agreement, Executive or the Company shall not thereby be deemed to have waived any preceding or succeeding breach of the same or any other provision of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjus... | Label: Waivers |
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