id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
c4e7b31f-fc9f-4dc6-8f0b-468b0ba87e95 | Clause:
This Agreement and the other Loan Documents represent the agreement of each Grantor, the Administrative Agent and the Lenders with respect to the subject matter hereof and thereof, and there are no promises, undertakings, representations or warranties by the Administrative Agent or any Lender relative to subjec... | Label: Integration |
e1b73b0e-16c4-4284-9d96-28caf3b6ef98 | Clause:
Except as set forth on Schedule 4.9 attached hereto, the Company shall use the net proceeds from the sale of the Securities hereunder for (i) financing the Company’s purchase all of the issued and outstanding membership interests of Logicmark LLC (“Logicmark”), pursuant to that certain Interest Purchase Agreeme... | Label: Use Of Proceeds |
346fb7ed-3f5f-4567-a7f4-b6965ee39491 | Clause:
The Company shall pay Employee the cost the Company would have incurred had Employee continued group medical, dental, and hospitalization coverage for himself and his eligible dependents under the group health plan(s) sponsored by Company covering the Employee and his eligible dependents at the time of the Empl... | Label: Benefits |
3856dc63-2b0d-4412-bb94-9e641c9dc1e8 | Clause:
The issuance and sale by the Company of the Purchased Shares, the application of the proceeds thereof, the execution, delivery and performance of the Transaction Documents and the consummation of the transactions contemplated thereby by each Company Entity do not and will not (a) contravene the terms of any of ... | Label: No Conflicts |
afc63192-8ba5-495a-b059-79d24845c432 | Clause:
Each of the Lenders and the Issuing Bank may continue to make loans or extend credit to the Borrowers based on this Loan Guaranty until five (5) days after it receives written notice of termination from any Loan Guarantor. Notwithstanding receipt of any such notice, each Loan Guarantor will continue to be liab... | Label: Terminations |
83125d11-fa5f-424e-aa1c-cba04b3bf2fe | Clause:
For the purpose of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be given in person or by United States registered mail, return receipt requested (with evidence of receipt by the party to whom the notice is given), postage prepaid, addressed, i... | Label: Notices |
47f74b02-bc7c-44d0-bf0d-5895babfab74 | Clause:
THE PARTIES HERETO WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY ON ANY MATTER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS CONTRACT.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Ant... | Label: Waiver Of Jury Trials |
1ea3c9f0-054f-4d25-baf2-3086c1672839 | Clause:
Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise, by either party without the prior written consent of the other party, and any such assignment without such prior written consent shall ... | Label: Assignments |
0d1a390f-1a93-4bd5-baa4-e9b93dfa10c9 | Clause:
The Administrative Agent and the Lenders shall have received copies of the financial statements referred to in Section 5.05, each in form and substance satisfactory to each of them.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws... | Label: Financial Statements |
de586456-4795-4d0c-bee2-e144b945e3f6 | Clause:
Borrower shall pay, bond or otherwise discharge all Liens with respect to the Property as required by and in accordance with the Loan Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitra... | Label: Liens |
b8121d34-3bd1-4a6c-aafe-8fc34527b045 | Clause:
The Parties expressly acknowledge that they have had equal opportunity to negotiate the terms of this Separation Agreement and that this Separation Agreement shall not be construed against the drafter. The Parties represent that they have consulted with counsel of their choice. The Employer has been represented... | Label: Construction |
87b815e9-f9a0-49b6-87b3-a89df0b2c239 | Clause:
Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against Guarantor and without notice to or further assent by Guarantor, any demand for payment of any of the Secured Obligations made by the Administrative Agent or the Required Lenders may be rescinded by the Adm... | Label: Amendments |
536462d3-b8ee-45b9-81ee-d1584a6e51b0 | Clause:
(i) With respect to each Letter of Credit outstanding on the Amendment No. 4 Effective Date and (ii) 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 ... | Label: Participations |
da9bd0d0-2dc9-4128-8bf7-a084061df70d | Clause:
This Agreement constitutes the complete and exclusive statement of the agreement between the parties as to the subject matter hereof and supersedes all previous agreements with respect thereto. Modifications of this Agreement must be in writing and signed by duly authorized representatives of the parties. Each ... | Label: Entire Agreements |
37231c68-d820-45df-be25-8d81df8dd54d | Clause:
THIS FIRST SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, A... | Label: Governing Laws |
e8dcaa28-788c-440d-b8f5-2e28b1105d3b | Clause:
If the Aggregate Revolving Credit Commitments or the Term Loan Facility are increased or an incremental term facility is provided in accordance with this Section 2.18 , Administrative Agent and Borrower Agent shall determine the effective date (the “ Increase Effective Date ”) and the final allocation of such ... | Label: Effective Dates |
d40eca16-48e7-424f-951c-f721f4483320 | Clause:
This Eighth Amendment shall be effective as of Effective Date.
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, Bind... | Label: Effective Dates |
41f1aea5-b540-49cb-a6da-1a8b61375900 | Clause:
Each party’s obligations under this Section 2.17 shall survive the resignation or replacement of an Agent or any assignment of rights by, or the replacement of, a Lender, the termination of this Agreement and the payment, satisfaction, or discharge of the Loans and all other amounts payable hereunder.
Task: Cl... | Label: Survival |
d5710276-c6b5-4320-901d-92ad87f1bf6c | Clause:
This Agreement may be modified or amended only by mutual written agreement of the parties. Any such modification or amendment must be in writing, dated and signed by the parties, and explicitly indicate that such writing modifies or amends this Agreement.
Task: Classify this clause into ONE of these types (exa... | Label: Amendments |
e8bc4f09-a36f-48d2-88f9-e21f82efc7ca | Clause:
This Amendment, the Loan Agreement, the Credit Documents and the transactions contemplated hereby or thereby, and any claim, controversy, or dispute arising out of or relating to this Amendment, the Loan Agreement, the Credit Documents and the transactions contemplated hereby or thereby shall be governed by, co... | Label: Governing Laws |
bbf92f6f-9534-4e25-850c-8f57ea237644 | Clause:
The execution, delivery and performance by Holdings, each Borrower and each of the Subsidiary Loan Parties of each of the Loan Documents to which it is a party, and the borrowings hereunder and the transactions forming a part of the Transactions (a) have been duly authorized by all corporate, stockholder, partn... | Label: Authorizations |
da800e1c-caa8-4fe5-9fc3-8bc47a449386 | Clause:
Each Loan Party and each of their Subsidiaries have filed or caused to be filed (or have obtained appropriate extensions for filing of) all Federal and state income and other material tax returns and reports required to be filed, and have paid or caused to be paid all Federal and state income and other material... | Label: Taxes |
2c5d8b4d-a4a1-41b3-977c-d66c48647941 | Clause:
Your annual gross base salary continues to be $760,000 and is paid on the Company’s U.S. Dollar payroll in accordance with normal Transocean payroll policy (the “Base Salary”). Your annual gross base salary will be reviewed each year by the Committee and communicated to you in writing.
Task: Classify this cla... | Label: Base Salary |
c13e743b-febc-425a-adf5-532f0d55d5e4 | Clause:
Within [**] days after the Effective Date, Company will reimburse Penn for all historically accrued or unpaid attorneys’ fees, expenses, official fees and all other charges accumulated prior to the Effective Date incident to the preparation, filing, prosecution and maintenance of U.S. Patent No. [**], to the ex... | Label: Payments |
1062a1a1-f8cd-4780-87cb-f254612ce747 | Clause:
(a) The language used in this Agreement shall be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction shall be applied against any Party.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, An... | Label: Construction |
43530a61-50c6-454c-a6be-e4f351d28d69 | Clause:
The provisions of this Agreement shall be applied and interpreted in a manner consistent with each other so as to carry out the purposes and intent of the parties, but if for any reason any provision of this Agreement is determined to be unenforceable or invalid, such provision or such part thereof as may be un... | Label: Interpretations |
078b99ad-3c0b-410e-848f-f6d949f6db7c | Clause:
No waiver of any of the terms of this Agreement shall be effective unless such waiver is made expressly in writing and executed and delivered by the Party whose rights are waived; provided that any waiver by the Company of the obligations of a Sponsor Shareholder hereunder shall require approval by a majority o... | Label: Waivers |
d117e324-f3c5-4198-9fc9-553cd3c83fc0 | Clause:
Each employee benefit plan, as defined by the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), maintained by Borrowers or by any subsidiary of Borrowers meets, as of the date hereof, the minimum funding standards of Section 302 of ERISA, all applicable requirements of ERISA and of the Inte... | Label: Erisa |
7c482678-f11c-4639-b0ba-1816bab9b162 | Clause:
Executive's initial annual base salary (" Base Salary ") shall be One Hundred Fifty Thousand Dollars ($150,000), and the Company shall pay Executive Twelve Thousand Five Hundred Dollars ($12,500) on the first business day of each month in accordance with the Company's customary payroll practices; provided , how... | Label: Base Salary |
891a5490-9551-4cef-b373-46b91330cc99 | Clause:
The Company shall deliver the same financial statements and all other information that it is required to deliver to each Preferred Member (as defined in the LLC Agreement) and each Class A Member for so long as such Person holds more than 1.5% of the aggregate number of the Preferred Units and the Class A Units... | Label: Financial Statements |
59aa6f37-3c93-4fda-84c3-20e1a10f4821 | Clause:
Article and Section headings used herein are for convenience of reference only, are not part of this Amendment No. 6 and are not to affect the construction of, or to be taken into consideration in interpreting, this Amendment No. 6.
Task: Classify this clause into ONE of these types (exactly one label):
Adjust... | Label: Headings |
2db6160f-e350-4f39-af4a-52ea54778a07 | Clause:
Other than in connection or in compliance with the provisions of the Bank Holding Company Act of 1956, federal and state securities laws, and applicable federal and Indiana banking statutes, all as amended, and the rules and regulations promulgated thereunder, no notice to, filing with, authorization of, exempt... | Label: Consents |
69551edc-d4b3-491d-a4a4-aedbffbbbaf4 | Clause:
This Agreement sets forth the entire agreement of the parties hereto with respect to the subject matter contained herein and supersedes all prior agreements, promises, covenants or arrangements, whether oral or written, with respect thereto.
Task: Classify this clause into ONE of these types (exactly one label... | Label: Entire Agreements |
b7bfaf25-f0c9-4362-9012-ac0e1812fe16 | Clause:
The validity, construction and effect of this Agreement, and of any determinations or decisions made by the Committee relating to this Agreement, and the rights of any and all persons having or claiming to have any interest under this Agreement, shall be determined exclusively in accordance with the laws of the... | Label: Governing Laws |
3b54b7da-e862-420d-b25b-92d87472f469 | Clause:
In consideration of the Investor’s execution and delivery of this Agreement and acquisition of the Common Shares hereunder and in addition to all of the Company’s other obligations under this Agreement, the Company shall defend, protect, indemnify and hold harmless the Investor and its Affiliates and their resp... | Label: Indemnifications |
bf81fa39-563f-4b0c-939e-ae357f7f76f8 | Clause:
The Company presently maintains general liability insurance on an occurrence basis which covers the professional activities of employed accountants and other professionals of the Company. The Company will continue to provide such coverage for the past activities of the Executive to the same extent as such cover... | Label: Insurances |
7325af0d-72b4-4066-aa01-2131a4de9255 | Clause:
Seller has all necessary corporate power and authority to execute and deliver this Agreement, each Related Agreement and each other instrument or document required to be executed and delivered by it pursuant to this Agreement or any Related Agreement, and to perform each of its obligations hereunder and thereun... | Label: Authorizations |
f799483c-bf17-46b3-aa59-a109538433ee | Clause:
Any Committed Lender may, in the ordinary course of its business at any time sell to one or more Persons (each, a “ Participant ”) participating interests in its Pro Rata Share of its Conduit Group’s Percentage of Aggregate Commitment, its Loans, its Liquidity Commitment (if applicable) or any other interest of... | Label: Participations |
6c59b46f-53df-42ab-a160-89afac6d6710 | Clause:
The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that neither any Borrower nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the pr... | Label: Successors |
c9671f58-b9e8-49b7-8591-ac53858e0000 | Clause:
The parties hereby irrevocably submit to the exclusive jurisdiction of any federal or state court located within the State of Colorado over any dispute arising out of or relating to this Agreement or any of the provisions contemplated hereby, and each party hereby irrevocably agrees that all claims in respect o... | Label: Submission To Jurisdiction |
1a28ccab-a9ec-418c-b939-988831e3d590 | Clause:
This Lease may be executed in any number of counterparts, each of which shall be a valid and binding original, but all of which together shall constitute one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Law... | Label: Counterparts |
1e7be412-d7d9-4e49-9887-9b88f5a88460 | Clause:
The titles and captions of paragraphs and subparagraphs contained in this Agreement are provided for convenience of reference only, and shall not be considered terms or conditions of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Ant... | Label: Headings |
1508e8c8-6134-40ed-a298-d39047488114 | Clause:
Schedule 4 hereto sets forth each of the Company’s significant subsidiaries (as such term is defined in Rule 1-02 of Regulation S-X promulgated by the Commission), if any (each such significant subsidiary, a “ Subsidiary ” and collectively, the “ Subsidiaries ”). The Company owns, directly or indirectly, all of... | Label: Subsidiaries |
7bcd0477-2e24-4fdf-af21-a4965ace4ea1 | Clause:
(the “Agreement”) is effective as of October 10, 2016 (the “Agreement Date”) by and between Yogesh K. Gupta (the “Covered Person”) and Progress Software Corporation, a Delaware corporation (the “Company”).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendmen... | Label: Agreements |
fa0d0e1e-4662-43ac-a7be-147858d02b91 | Clause:
The Executive and the Corporation acknowledge and agree that: (i) this Agreement replaces in its entirety that certain Change of Control and Severance Agreement between the Executive and the Corporation effective as of March 9, 2014; and (ii) notwithstanding the date of execution, the Effective Date of this Agr... | Label: Effective Dates |
1bc66cd2-1c9c-4ace-8337-6781ecd77b9e | Clause:
This Agreement shall not be assignable by operation of law or otherwise; provided that Parent may designate, prior to the First Effective Time, by written notice to the Company, another Subsidiary all of the common equity of and voting interest in which are owned directly or indirectly by Parent to be a party t... | Label: Assignments |
2f155050-d6c3-40a7-b4fd-ab0be0313db6 | Clause:
All Grants of equity-based incentives issued pursuant to the Plan shall be subject to forfeiture as required under (a) Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and the related rules of the Securities and Exchange Commission or the applicable listing exchange or (b) su... | Label: Forfeitures |
9ce9a861-4c00-42d5-a6de-7d63cf578a0d | Clause:
The execution, delivery and performance by the Company of the Transaction Documents and the offer, issuance and sale of the Securities require no consent of, action by or in respect of, or filing with, any Person, governmental body, agency, or official other than filings that have been made pursuant to applicab... | Label: Consents |
61949c40-e0f3-40da-9abe-4f5dc633a761 | Clause:
Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, assign, transfer and convey to Buyer, and Buyer shall purchase and acquire from Seller, all of the Holdco Equity free and clear of all Liens (other than Liens created by or on behalf of Buyer and applica... | Label: Sales |
1202d427-a793-4403-b845-4e4982838f81 | Clause:
On the Initial Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, Purchased Shares for Subscri... | Label: Closings |
fc1b7fcc-d407-433d-a712-974efcc6fa93 | Clause:
(i) The Company is not in violation of its charter or Bylaws and (ii) no Subsidiary of the Company is in violation of its respective charter or Bylaws or similar organizational document in any material respect. Neither the Company nor any of its Subsidiaries is or has been at any time since January 1, 2014 in v... | Label: Compliance With Laws |
98c56123-7ec3-40e3-a9ac-7ffae159390b | Clause:
At all times from and after the date of the date of this Agreement, Executive agrees to not, directly or indirectly, use, register, or assist others to use or register, any designation (including, without limitation, any service mark, trademark, trade name or other indicia of source) that is the same as or conf... | Label: Intellectual Property |
f0e04e14-59d2-4fd1-9743-d1a34e3403b2 | Clause:
This Agreement will be construed and interpreted in accordance with and governed by the law of the State of Delaware, USA, without regard to the choice-of-law provisions thereof that might direct the application of the law of another jurisdiction.
Task: Classify this clause into ONE of these types (exactly one... | Label: Governing Laws |
7d75c9b0-80e4-4e63-899e-af7f503f0a03 | Clause:
If any provision of this Agreement as applied to any party or to any circumstance should be adjudged by a court of competent jurisdiction or arbitrator, as the case may be, to be void or unenforceable for any reason, the invalidity of that provision shall in no way affect (to the maximum extent permissible by l... | Label: Severability |
447c78ea-06c0-4c7a-86f6-610c38551fc6 | Clause:
The Administrative Agent shall have received, in form and substance reasonably satisfactory to it, financial statements of the Seller for the fiscal period ending on or about March 31, 2015, prepared by management of the Seller.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustment... | Label: Financial Statements |
89bac910-85c6-47ec-a145-59ff537fe30a | Clause:
This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without any effect whatsoever on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the Closing has not been consummated on or before March 4, 2016; prov... | Label: Terminations |
0ffda135-3ccc-4bae-bc22-98b01af6cc67 | Clause:
The Partnership will pay all reasonable Registration Expenses, as determined in good faith, in connection with a shelf Registration, a Piggyback Registration or an Underwritten Offering, whether or not any sale is made pursuant to such shelf Registration, Piggyback Registration or Underwritten Offering. Each Se... | Label: Expenses |
f7dd3816-5f17-438c-aba3-9ddee8f3e944 | Clause:
It is a corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction in which it is incorporated, and has all requisite power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as con... | Label: Powers |
24877eee-c017-4bd8-b4ce-02fcd2e10ba6 | Clause:
No failure to exercise and no delay in exercising, on the part of the Administrative Agent or any Lender, any right, remedy, power or privilege hereunder, shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further ... | Label: No Waivers |
ffe4d4e6-58fc-4a9c-aa43-3a506ee954f5 | Clause:
Neither S2C nor Biomatrix shall issue any public announcements regarding this Agreement or the relationship created herein without the express written consent of the other party.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, A... | Label: Publicity |
b6a253ad-bd2d-4c34-adf1-59cf5e08c64f | Clause:
The failure of any party to insist upon strict performance of any of the terms or conditions of this Agreement will not constitute a waiver of any of its rights hereunder.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicab... | Label: Waivers |
b51819bc-d777-4845-88e8-e245dcb42242 | Clause:
(a) Keep all Property and systems useful and necessary in its business in good working order and condition, ordinary wear and tear excepted ; provided, the Hillsboro Mining Event shall not constitute a default in the observance or performance of this Section 8.6(a) , (b) cause the Deer Run Mine to be constructe... | Label: Insurances |
bd941038-34e3-49f3-ae51-fd8d4deb8b61 | Clause:
All information, whether printed, written or oral, which is requested from or voluntarily furnished by Company to Advisor shall be held in strict confidence and used only for the purposes contemplated by this Agreement. Advisor’s submissions to Company shall not be considered confidential unless otherwise so sp... | Label: Confidentiality |
7fed4dc7-a3ca-42ef-a191-68aacbd28aa4 | Clause:
If any provision of this Loan Agreement shall be held invalid under any applicable Laws, such invalidity shall not affect any other provision of this Loan Agreement that can be given effect without the invalid provision, and, to this end, the provisions hereof are severable.
Task: Classify this clause into ONE... | Label: Severability |
9037a01a-0c63-4d76-8c9f-6351db16940b | Clause:
When a reference is made in this Agreement to a Section or Schedule such reference shall be to a Section or Schedule of this Agreement unless otherwise indicated. The headings contained in this Agreement or in any Schedule are for convenience of reference purposes only and shall not affect in any way the meanin... | Label: Interpretations |
25e48f45-3b53-4598-b677-1a62cf71ac85 | Clause:
This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns, subject to the provisions of Section 17 hereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable... | Label: Binding Effects |
e550343b-7989-47ea-a35d-b5408e0ed182 | Clause:
The following capitalized terms generally used in this Agreement and in the other Transaction Documents have the meanings defined or referenced below. Certain other capitalized terms used only in specific sections of this Agreement may be defined in such sections.
Task: Classify this clause into ONE of these ... | Label: Defined Terms |
0287cbb4-0811-4362-86f6-bcae6370f1b5 | Clause:
(a) Any and all payments made by or on behalf of a Loan Party under this Agreement or any other Loan Document shall be made free and clear of, and without deduction or withholding for or on account of, any Taxes; provided, that if a Loan Party, the Administrative Agent or any other applicable withholding agent ... | Label: Taxes |
d3451148-ec3a-437d-8b42-a06bb936f21b | Clause:
All KELP Partners and any others determined by the Executive Committee, shall be required to execute and be subject to customary non-solicitation, confidentiality and invention assignment agreements, as well as other customary agreements as determined by the Executive Committee in consultation with the Company’... | Label: Agreements |
62718e5c-93be-4d68-8897-8573bf574018 | Clause:
Except as disclosed in the Public Filings, there are no legal or governmental proceedings pending or, to the knowledge of the Borrower or Holdings, threatened to which the Borrower, Holdings or any of its subsidiaries is or could be a party or to which any of their respective property is or could be subject, wh... | Label: Litigations |
ef206baa-ed3c-4b8d-84f7-1139981a04ba | Clause:
This Amendment may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which when so executed and delivered shall be deemed to be an original, but all of which when taken together shall constitute a single instrument. Delivery of an executed counterpart t... | Label: Counterparts |
ed772c27-b8fd-416a-aea7-41e00b53a4ca | Clause:
All computations of interest for Base Rate Loans based on the Prime Rate shall be made on the basis of a year of three hundred and sixty-five (365) or three hundred and 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 ... | Label: Fees |
b56c3397-3013-4520-bc34-b6488195407a | Clause:
Borrower and Bank each have good and marketable title to all its respective properties and assets reflected on the financial statements referred to herein, except for (i) such assets as have been disposed of since said date as no longer used or useful in the conduct of business and (ii) items which have been am... | Label: Liens |
7e44fae8-254c-4ab9-942b-1e0d69ad18e3 | Clause:
On the Effective Date, the Letter of Credit shall be deemed issued and outstanding 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, Authorizatio... | Label: General |
77a46310-99df-4440-8e07-156bda82c98d | Clause:
This Agreement, together with the Transitional Services Agreement, the Confidentiality Agreement, and the Equity Documents, contains the entire agreement of the parties with regard to its subject matter, and supersedes all prior or contemporaneous written or oral representations, agreements and understandings b... | Label: Entire Agreements |
49896073-96ca-47f6-8c2c-789f898bdf03 | Clause:
Section and subsection headings in this Amendment are for convenience of reference only, and are not part of, and are not to be taken into consideration in interpreting, this Amendment.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption ... | Label: Headings |
14e86b08-bdac-4241-b9b1-b72264e63433 | Clause:
Each Subject Document to which any Opinion Party is a party constitutes the valid and binding obligation of such Opinion Party, enforceable against such Opinion Party in accordance with its terms, under the laws of the State of New York.
Task: Classify this clause into ONE of these types (exactly one label):
A... | Label: Enforceability |
15c6cf19-a049-4cf6-80a3-6c8f0ad8f9aa | Clause:
This Agreement may be executed in any number of counterparts, including by .PDF or electronic signature, each of which will be deemed an original, but all of which together will constitute one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreemen... | Label: Counterparts |
93aed9a0-18d2-4986-9c7e-9a0b750fae9d | Clause:
In the event any payment or other provision of this Agreement should be held invalid, illegal or unenforceable in any jurisdiction, the Parties shall negotiate in good faith a valid, legal and enforceable substitute provision that most nearly reflects the original intent of the Parties and all other provisions ... | Label: Severability |
0fd1e747-c5c3-4290-9e80-829258ece4af | Clause:
The headings in this Agreement are included for convenience of reference only and shall not limit or otherwise affect the meaning or interpretation of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable La... | Label: Headings |
770b7ad6-2aeb-41fe-8aa2-0fb716e9bc78 | Clause:
Interest is payable monthly in arrears on the last calendar day of each month and shall be computed on the basis of a 360-day year for the actual number of days elapsed. In computing interest, (i) all payments received after 12:00 noon Pacific time on any day shall be deemed received at the opening of business... | Label: Payments |
fbfc6af5-26f6-44b0-a802-ee1638e6942c | Clause:
Except as disclosed in the Registration Statement or the SEC Documents, the Company has good and marketable title in fee simple to all real property owned by them and good and marketable title in all personal property owned by them that is material to the business of the Company, in each case free and clear of ... | Label: Titles |
f2f207c2-a9b2-44e4-86c5-e5d6e2604a42 | Clause:
Any claim arising out of or related to this Agreement will be resolved exclusively by arbitration, which, unless the parties agree otherwise in writing, will be administered by and in accordance with the rules of the Arbitration Service of Portland, Inc. The place of arbitration will be Multnomah County, Oregon... | Label: Arbitration |
a0121afc-9037-4e52-b452-7cc1217a7550 | Clause:
Use the proceeds of Loans or Letters of Credit other than (i) for working capital requirements and (ii) for general corporate purposes, including Capital Expenditures and permitted Investments.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Cor... | Label: Use Of Proceeds |
6fb97464-d5d3-4161-a7f5-9298ba3a8b9f | Clause:
To the best of Owner’s and Incorporate Apps’ knowledge, Incorporate Apps is not in violation of any applicable order, judgment, injunction, award or decree nor is it in violation of any federal, state, local or foreign law, ordinance or regulation or any other requirement of any governmental or regulatory body,... | Label: Compliance With Laws |
893123b6-ac72-4645-8e16-98aa9e41b820 | Clause:
Except as disclosed to the Administrative Agent by the Borrower in writing from time to time after the Closing Date, (a) Schedule 3.14 sets forth the name and jurisdiction of incorporation of each Subsidiary of a Loan Party and, as to each such Subsidiary, the percentage of issued Capital Stock owned by any Loa... | Label: Subsidiaries |
89c3f919-6f64-434c-84e2-ef9d1c045f85 | Clause:
As requested by one party, the other party will promptly execute and deliver or cause to be executed and delivered all such other and further instruments, documents or assurances, and promptly do or cause to be done all such other and further things as may be necessary and reasonably required in order to furthe... | Label: Further Assurances |
40aba8ea-073a-46ec-9d9f-5021f4a3cbb2 | Clause:
The Agreement may be terminated at any time by the Company or the Consultant upon 30 days’ written notice to the other party.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, ... | Label: Terminations |
3f6fe4b2-8bda-444e-9562-f1f5fc7e495d | Clause:
The foregoing provisions of this Article X shall survive any termination of this Agreement and will continue as to an Indemnified Person who has ceased to be a Member, Director, Officer or employee of the Company or any of its Subsidiaries, as the case may be, and will inure to the benefit of the heirs, executo... | Label: Survival |
eb0faab2-be29-4722-84b7-41fb678ee2bb | Clause:
This Agreement and all claims or causes of action (whether in tort, contract or otherwise) that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance of this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, rega... | Label: Governing Laws |
20f8ce48-b6f0-4490-8a08-48f5a00f3d4d | Clause:
Except as provided in Section 3.1 above, this Agreement supersedes all prior agreements and understandings between the Parties relating to the employment of Employee by Bio-Techne and it may not be changed or terminated orally. No modification, termination, or attempted waiver of any of the provisions of this A... | Label: Modifications |
817a69b9-2deb-4ae8-bc2b-28b42b2ffa0a | Clause:
These terms shall be binding upon and shall inure to the benefit of you and the Company and our respective successors and permitted assigns. These terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its principles of conflicts of law.
Task: Classify ... | Label: Miscellaneous |
09a59825-56e0-49dc-8980-31fe90c6e52f | Clause:
There is no action, suit or proceeding pending against, or to the knowledge of the Company threatened against or affecting, the Company or any of its Subsidiaries before any court or arbitrator or any governmental body, agency or official in which there is a reasonable possibility of an adverse decision which c... | Label: Litigations |
1bd0d9dc-cad4-419b-afe7-e7e2f560b24d | Clause:
The principal amount of this Note will bear simple interest (calculated in the manner provided in the Loan and Security Agreement) at the rate of eight percent (8.0)% per annum, subject to increase as provided in the Loan and Security Agreement. Interest will be payable in cash on a monthly basis in arrears on ... | Label: Interests |
c19ed0c0-28b7-4af7-a8aa-1ac747effe7d | Clause:
The Executive acknowledges and agrees that any breach by him of any of the provisions of this Section 7 (the “ Restrictive Covenants ” ) would result in irreparable injury and damage for which money damages would not provide an adequate remedy. Therefore, if the Executive breaches or threatens to commit a breac... | Label: Enforcements |
70919af4-0a8d-49d8-b5cc-6dc284a91401 | Clause:
This Agreement and the obligations of the Guarantors hereunder shall be binding upon the Guarantors and their respective successors, permitted assigns and other legal representatives, and shall inure to the benefit of the Administrative Agent and the Lenders and their respective endorsers, successors and assign... | Label: Miscellaneous |
ec1a5342-dd70-4c38-88c6-28e9c8de431a | Clause:
The Company and its Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are reasonably prudent and customary in the businesses in which the Company and its Subsidiaries are engaged.
Task: Classify this clause into ONE of these types (... | Label: Insurances |
216d4fe0-c54e-485f-8b78-5d76f7843c7d | Clause:
The term “Term” shall have the meaning set forth in Section 9.1.
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, Bi... | Label: Terms |
191e7cd7-85a7-40c4-88f9-2a33b6922204 | Clause:
Assignments and Assumptions of Licenses and Permits from each Seller in the form of Exhibit F attached hereto and by this reference incorporated herein, assigning any and all rights such Seller has under the Licenses and Permits from such Seller to Purchaser on the terms set forth therein and without representa... | Label: Assignments |
4efceb7a-1096-48b0-bb26-b1343e85ed88 | Clause:
Each Shareholder agrees (a) to hold any non-public information regarding this Agreement and the Merger in strict confidence and (b) except as required by Law or legal process not to divulge any such non-public information to any third Person; provided, however, that each Shareholder may disclose non-public info... | Label: Confidentiality |
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