id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
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|---|---|---|
ffe33745-6466-467f-8325-482caa01af01 | Clause:
This Agreement constitutes the entire agreement between the parties respecting the employment of Executive, there being no representations, warranties or commitments except as set forth herein and supersedes and replaces all other agreements related to the subject matter hereof, provided that any outstanding eq... | Label: Entire Agreements |
a916bfbe-00ab-4271-82c0-3bc09e86badb | Clause:
All notices, demands, declarations, consents, directions, approvals, instructions, requests and other communications required or permitted by the terms of this Agreement shall be given in the same manner as in the partnership agreement of the Operating Partnership, as amended and restated from time to time.
Ta... | Label: Notices |
ff9b18a1-adcc-4d9b-8d83-a96e9495cf47 | Clause:
Seller and its Subsidiaries have timely filed all tax returns that are required to be filed by them and have timely paid all Taxes due, except for any such Taxes as are being appropriately contested in good faith by appropriate proceedings diligently conducted and with respect to which is has established adequa... | Label: Taxes |
bdb25695-dbed-4004-9f15-47d9c2bb1907 | Clause:
The Agent shall not, by any act (except by a written instrument), delay, indulgence, omission or otherwise, be deemed to have waived any right or remedy hereunder or to have acquiesced in any default or in any breach of any of the terms and conditions hereof. No failure to exercise, nor any delay in exercising... | Label: No Waivers |
919f8e79-b6fc-4f03-8281-db8990a6c99a | Clause:
If the Term Loan Facility is increased or an incremental term facility is provided in accordance with this Section 2.17 , Administrative Agent and Borrower shall determine the effective date (the “ Increase Effective Date ”) and the final allocation of such increase or incremental term facility. Administrative ... | Label: Effective Dates |
751c85f6-284a-430b-898e-40b1c3d7ea32 | Clause:
Subject to the provisions of Section 10.3 , in the event of any actual or threatened default in, or breach of, any of the terms, conditions and provisions of this Agreement, the Party who is thereby aggrieved shall have the right to specific performance and injunctive or other equitable relief in respect of its... | Label: Specific Performance |
e1b1f770-692f-4156-9d6f-044ecbca9514 | Clause:
After giving effect to the first closing of the Acquisition and to the transactions contemplated by this Agreement and the other Transaction Documents, (a) the aggregate assets (after giving effect to amounts that could reasonably be received by reason of indemnity, offset, insurance or any similar arrangement)... | Label: Solvency |
0be97310-aec1-4a0a-b5d7-370a3f678bdc | Clause:
The provisions of Sections 6, 8, 9, 11, 12, 14, 15, 16, 17, 18, 19,20 and 21 hereof and this Section 13 shall survive the termination of employment of the Executive. In addition, all obligations of the Company to make payments hereunder shall survive any termination of this Agreement on the terms and conditions... | Label: Survival |
16eee96a-beaf-4dd4-9d44-bb9f0842c238 | Clause:
All notices required under this Guaranty shall be personally delivered or sent by first class mail, postage prepaid, or by overnight courier, to the addresses on the signature page of this Guaranty, or sent by facsimile to the fax numbers listed on the signature page, or to such other addresses as Guarantor may... | Label: Notices |
2dfa6edd-dd5b-439f-90eb-ad831be7dc8a | Clause:
All notices required to be given under this Note shall be given to each of the parties at such address as a party may designate by written notice to the other party. Notices may be transmitted by facsimile, certified mail, private delivery, or any other commercially reasonable means, and shall be deemed given u... | Label: Notices |
2ebeda5d-7591-492f-9243-52bdba435f68 | Clause:
The Company hereby confirms the accuracy of the representations and warranties of the Company set forth in Section 3.1 of the Securities Purchase Agreement in all material respects except as such representations and warranties may have been changed, supplemented or amended by disclosure in SEC Reports filed sub... | Label: Representations |
504af31b-bf13-4ce1-bce8-86998bf4634b | Clause:
Any provision of this Agreement may be modified, supplemented or waived only by an instrument in writing duly executed by the Company and Purchasers’ Agent (with the consent of the Majority-in-Interest of the Notes). Any such modification, supplement or waiver shall be for such period and subject to such condi... | Label: Amendments |
1bced9aa-18f5-4645-8290-2ad3b2d4b4bf | Clause:
In the event of the Employee’s death during his employment under this Agreement, the Employee’s employment shall terminate on the date of his death; provided, however, that if the Employee is survived by his spouse, the Employers shall continue to pay to his spouse the Employee’s Base Salary in effect at the ti... | Label: Death |
2922f018-a8e1-47a5-826a-c54cc4431bb0 | Clause:
A copy of the Plan has been given to the Grantee and additional copies of the Plan are available upon request during normal business hours at the principal executive offices of the Corporation or can be requested in writing sent to the Corporate Secretary, Navistar International Corporation, 2701 Navistar Drive... | Label: Construction |
4514876b-9979-4051-b2c1-e573f4b078a9 | Clause:
Notwithstanding anything to the contrary contained herein or in any other Loan Paper, the authority to enforce rights and remedies hereunder and under the other Loan Papers against the Companies or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforce... | Label: Enforcements |
752d8fef-7ad4-4b90-9079-9cbdfe90beda | Clause:
The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged, including, but not limited to, directors and officers insurance ... | Label: Insurances |
7b475cb9-1e87-45fe-95aa-f9a76d7f28b0 | Clause:
The rules in Sections 1 through 8 are effective for Plan Years beginning after December 31, 2007.
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: Effective Dates |
482a661a-3125-41b6-a6cf-47415b527444 | Clause:
If, for any reason or no reason, Purchaser determines within the Due Diligence Period that it does not want to acquire and own the Properties, Purchaser may terminate this Agreement by delivering written notice of termination (“ Notice of Termination ”) to Sellers and Escrow Agent on or prior to the expiration ... | Label: Terminations |
fdcaca9b-7066-40c5-a306-509e7e932370 | Clause:
After giving effect to the Waiver, each representation and warranty of each Loan Party contained in the Loan Documents shall be true and correct in all material respects as of the date hereof (except (a) to the extent that any such representation and warranty is expressly limited to an earlier date, in which ca... | Label: Warranties |
8a3645d8-db25-4c59-9df2-b8776150a406 | Clause:
Except as otherwise defined in this Amendment No. 1, terms defined in the Amended Second Lien Credit Agreement are used herein as defined therein.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbit... | Label: Definitions |
ea07dc4b-9b83-49bf-9f1f-5a9f652b1364 | Clause:
The interpretation, construction and performance of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Wisconsin without regard to the principle of conflicts of laws. The invalidity or unenforceability of any provision of this Agreement shall not... | Label: Governing Laws |
e5092071-3cec-4c58-ae1b-41d33f774355 | Clause:
This Agreement constitutes the complete, final and exclusive embodiment of the entire Agreement between you and the Company with regard to the subject matter hereof. It is entered into without reliance on any promise or representation, written or oral, other than those expressly contained herein. It may not be ... | Label: Entire Agreements |
cc111e65-a12a-4ac8-942a-41e11731f817 | Clause:
If during the period of the Participant's employment and two years thereafter, the Participant (1) becomes associated with, recruits or solicits customers or other employees of the Employer for, is employed by, renders services to, or owns any interest in (other than any non-substantial interest, as determined ... | Label: Forfeitures |
2b5bb235-eb51-4b96-a271-6acf3f76e804 | Clause:
Upon the exercise of a SAR, the Company shall pay to the Participant an amount equal to the number of shares subject to the SAR that is being exercised multiplied by the excess of the Fair Market Value of one (1) share of Common Stock on the exercise date over the Strike Price, less an amount equal to any Feder... | Label: Payments |
ff25ade8-fee6-4ba3-88dc-cd2bc1edf11b | Clause:
This Plan will be effective as of December 13, 2016, subject to approval of the bankruptcy court in the Cases. Should the bankruptcy court not approve this Plan, then this Plan shall not be effective and the terms of the Executive Change in Control and Severance Plan shall be reinstated.
Task: Classify this cl... | Label: Effective Dates |
0e7e870f-9d31-4584-838c-6fb9e292ce12 | Clause:
Any payment of benefits to or for the benefit of a Participant or a Participant’s Beneficiary that is made in good faith by the Company in accordance with the Company’s interpretation of its obligations under the Plan shall be in full satisfaction of all claims against the Company for benefits under the Plan to... | Label: Releases |
6a039c10-cd4f-4ede-aff4-cdb895d235e0 | Clause:
Borrower shall pay to Bank an amendment fee equal to Twenty Thousand Dollars ($20,000), which fee shall be fully-earned and non-refundable as of the Fourth Amendment Effective Date. In addition, Borrower shall pay to Bank all reasonable costs and out-of-pocket expenses of every kind in connection with the prepa... | Label: Expenses |
3392e322-fb3d-449a-be74-a21224c270d8 | Clause:
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all contemporaneous and prior agreements and understandings between them as to such subject matter. Not in limitation of the foregoing, this Agreement supersedes the terms and conditions... | Label: Entire Agreements |
007f6cf6-94cb-4ea2-a2b0-0b17720595e4 | Clause:
This Amendment shall be construed and interpreted according to the internal laws and decisions of the State of Delaware, excluding any choice of law rules that may direct the application of laws of another jurisdiction.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreem... | Label: Governing Laws |
ecd4c297-4bcf-469c-bafd-24567acd7633 | Clause:
In the event Executive’s employment hereunder is terminated by reason of Executive’s death, the Company shall pay Executive’s designated beneficiary or beneficiaries, within thirty (30) days of Executive’s death in a lump sum in cash, (i) Executive’s Base Salary through the end of the month in which death occur... | Label: Death |
d9bc0e6e-e200-4b6a-a62b-889f123291e0 | Clause:
The Company shall indemnify the Selling Agent in accordance with the indemnification and other provisions set forth in Exhibit A attached hereto, which provisions are incorporated herein by reference and shall survive the termination or expiration of this Agreement.
Task: Classify this clause into ONE of these... | Label: Indemnifications |
c6ea250d-ead7-431b-8ebd-606cf334d2e7 | Clause:
The Borrower agrees to indemnify each Lender for, and to hold each Lender harmless from, any loss or expense that such Lender may sustain or incur as a consequence of (a) default by the Borrower in making a borrowing of, conversion into or continuation of LIBOR Rate Loans after the Borrower has given a notice r... | Label: Indemnity |
75875f82-f9d8-41a6-9ddb-d3b76a1fb3ac | Clause:
Neither this Bill of Sale nor any rights or obligations under it are assignable by one party without the prior written consent of the other party other than in connection with a Change of Control of a party.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendm... | Label: Assignments |
3f299056-7857-478e-81f9-ba7fdb64dbbe | Clause:
Each Party will cooperate fully with the other Party in the defense of any lawsuit, action, legal proceeding, claim or demand relating to the Developed Intangible Property Rights.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, ... | Label: Notices |
93ec7b37-7411-4076-b789-2350d6f8056f | Clause:
Each capitalized term used in this Second Amendment and not defined herein will have the meaning assigned to such term in the Lease.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assign... | Label: Defined Terms |
ed575471-b112-423e-8117-9a097a324eee | Clause:
The Employer may terminate the Employee’s employment if the Employee is disabled and, because of the disability, is unable to perform the essential functions of the Employee’s then existing position or positions under this Agreement with or without reasonable accommodation for a period of at least three consecu... | Label: Disability |
52c25c06-cb78-4765-a101-d955c135e48f | Clause:
The Executive’s employment with the Employer shall terminate upon the Executive’s death.
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, B... | Label: Death |
24f81d3a-20a7-4809-a457-f1d07914abd2 | Clause:
All remedies provided to Secured Party herein are cumulative, in addition to all other remedies available to Secured Party under this Agreement or any other agreement, at law or in equity or otherwise, and the exercise or partial exercise of any such right or remedy shall not preclude the exercise of any other ... | Label: Remedies |
08b274c3-c3ac-4198-a32b-cce7eb8000c2 | Clause:
The Company agrees to indemnify and hold harmless each Investor and its Affiliates and their respective directors, officers, trustees, members, managers, employees and agents, and their respective successors and assigns, from and against any and all losses, claims, damages, liabilities and expenses (including w... | Label: Indemnifications |
65bbcc50-1e2b-4528-a92b-7fd92e552272 | Clause:
In the event either Party becomes aware of (A) any possible infringement of any Licensed Patent Rights, Enanta Program Patent Rights or Abbott Program Patent Rights through the Development of a Candidate or the Commercialization of a Product, or (B) the submission by any Third Party of an abbreviated new drug a... | Label: Notices |
1ae8c840-5932-4448-9300-b507a46f6f93 | Clause:
Seller has complied in all material respects with all laws to which it may be subject, and no Mortgage Loan contravenes in any material respect any applicable law (including, without limitation, all applicable laws relating to predatory and abusive lending and all laws, rules and regulations relating to licensi... | Label: Compliance With Laws |
01eae81a-6163-415f-908e-0e04e5c75392 | Clause:
Importer shall not issue press releases or similar public disclosures of any nature regarding this Agreement without SPIL ’ s prior written approval . However, such approval shall be deemed to have been given solely to the extent such disclosure is required to comply with requirements of a Governmental Authori... | Label: Publicity |
054e95fb-a611-41ef-bbb2-25bfd2b7502d | Clause:
The Company shall have the power and the right to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy federal, state, local, domestic and foreign taxes, required by law or regulation to be withheld with respect to any taxable event arising as a result of this Pr... | Label: Tax Withholdings |
f582969d-7987-4175-be75-c72a607a706e | Clause:
Neither the execution and delivery of this Agreement nor the performance of the Transactions will, directly or indirectly, with or without notice or lapse of time: (a) violate any Law to which GPD, 851 or any of the MVP Shares , CSA Shares and ATM Shares are subject; (b) if applicable, violate any Organization... | Label: No Conflicts |
de4a7218-91f1-4eda-88cc-5e4a84ba3a6e | Clause:
This Agreement may be executed in one or more counterparts (including by facsimile), 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 |
5d90bb54-ad6d-421d-ae39-756a0484aaa7 | Clause:
Unless otherwise provided herein or in the Indenture, any notice or other communication herein required or permitted to be given shall be given in the manner and become effective as set forth in the Indenture, as to any Pledgor, addressed to it at the address of the Company set forth in the Indenture and as to ... | Label: Notices |
dd042f37-63e8-4de9-b561-ec768e6a95b3 | Clause:
Except as otherwise expressly provided herein, all costs and expenses, including fees and disbursements of counsel, financial advisors and accountants, incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses.
Task: Classif... | Label: Expenses |
1df742a1-2cf4-42e5-9630-ba243df07877 | Clause:
Any notice required or permitted to be delivered hereunder shall be deemed to be delivered when sent by facsimile with receipt confirmed or when deposited in the United States mail, postage prepaid, registered or certified mail, return receipt requested, or by overnight courier, addressed to the Employee at the... | Label: Notices |
354b8d98-e313-4b1a-931f-e0b22bc32838 | Clause:
Each Party shall have the right to be represented by counsel that it selects in any legal proceedings or other action instituted under Sections 10.2.1(a)(iii) or (iv) or 10.2.1(b) by the other Party. If a Party with the right to initiate legal proceedings under Section 10.2.1 regarding an Infringement lacks sta... | Label: Representations |
c3579352-610f-47c5-8b4c-2d978a5feae2 | Clause:
In order to facilitate filings with the United States Patent and Trademark Office and the United States Copyright Office, each Grantor shall, upon the reasonable request of the Collateral Agent, execute and deliver to the Collateral Agent one or more Copyright Security Agreements, Trademark Security Agreements ... | Label: Intellectual Property |
a1a99b53-d587-4ef7-b713-eab6f7d3b836 | Clause:
Throughout the Employment Period, Company shall pay Employee as compensation for his services an annual base salary of not less than Three Hundred Fifty Thousand Dollars ($350,000), payable in accordance with Company’s usual practices. Employee’s annual base salary rate shall be reviewed by the Compensation Com... | Label: Base Salary |
ca1c65d6-cd09-4c29-bcc2-7393e3c43538 | Clause:
Any Lender may at any time, without the consent of, or notice to, any Borrower or the Administrative 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, a Defaulting Lende... | Label: Participations |
f06b6fa6-4cb4-44a3-b56c-87efdfe498d1 | Clause:
As of the Closing Date and as of each date on which such schedule is subsequently updated pursuant to the terms of this Agreement, Schedule 4.14 sets forth the name of, the ownership interest of the applicable owner in, the jurisdiction of incorporation or organization of, and the type of each Subsidiary of the... | Label: Subsidiaries |
97f26fa2-7c63-4008-9ae7-f9556f9fde7f | Clause:
Each loan shall bear a reasonable rate of interest, which shall remain fixed for the duration of the loan. The Committee or its agent shall determine the reasonable rate of interest on the date the loan documents are prepared. The Committee shall have the authority to establish procedures from time to time for ... | Label: Interests |
57f0e087-cac2-4434-97ec-c4228cda88b9 | Clause:
The provisions of Sections 4, 5, 6, 7, and 8 shall survive the termination of this Agreement and Executive's employment with the Company.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, A... | Label: Survival |
efcb75e9-dad3-4bcf-92ae-5e998071ad07 | Clause:
All of the Borrower's obligations under this Article III shall survive termination of the Aggregate Commitments and repayment of all other Obligations hereunder.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, A... | Label: Survival |
bdf5a6f7-b4a1-4608-8810-62c8b77e6188 | Clause:
This Agreement shall be governed by and construed in accordance with the laws and decisions of the Commonwealth of Virginia, without regard to its choice of law principles. Actions to enforce this Agreement shall be brought in the State or Federal courts located in the Commonwealth of Virginia. The parties her... | Label: Governing Laws |
98d99f6d-3c05-4183-93fb-caf255d405fe | Clause:
As of the date hereof, the representations and warranties set forth in the Distribution Agreements are true and correct to the extent set forth therein, and incorporated by reference in their entirety herein. With respect to each Closing, as of each Applicable Time (as defined in the Distribution Agreements) wi... | Label: Warranties |
25c46c00-b7af-45d6-87de-ee5b27cd7816 | 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 May 31, 2016; provi... | Label: Terminations |
4c58bf7b-8cce-4c88-8a32-e5759709c4b2 | Clause:
This Agreement may be executed in several counterparts, each of which shall be deemed to be an original but all of which shall constitute together but one and the same agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, A... | Label: Counterparts |
0cac0ba5-bb2b-4603-96b7-efce64aa2350 | 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 November 7, 2016; p... | Label: Terminations |
ea2d3a9e-9665-4599-8515-3baa98af9392 | Clause:
Borrower forever releases and discharges Lender and its affiliates, officers, directors, shareholders, agents, representatives, attorneys and employees (collectively, the “Released Parties”), and each of them, past and present, from any and all actions, obligations, costs, damages, losses, claims, liabilities a... | Label: Releases |
5d1268ff-fa84-481c-97f6-07f351b4bee6 | Clause:
Notwithstanding the provisions of Section 5.1(d) , automatic grants of Restricted Shares (or Restricted Share Units, in accordance with a permitted deferral of the automatic grant) to Non-Employee Directors pursuant to Section 6.1 shall vest over a three-year period following the Grant Date in increments of 33-... | Label: Vesting |
b5a2904c-8779-4ce2-8546-453d6d9502b3 | Clause:
Neither this Agreement nor any provisions hereof shall be waived modified, discharged or terminated except by an instrument in writing signed by the party against whom any such waiver, modification, discharge or termination is sought.
Task: Classify this clause into ONE of these types (exactly one label):
Adju... | Label: Modifications |
68bf4f73-ac24-409c-b524-b53709bb08e7 | Clause:
Each of the Borrower and its Subsidiaries is a corporation, partnership (in the case of Subsidiaries only) or limited liability company duly and properly incorporated or formed, as the case may be, validly existing and (to the extent such concept applies to such entity) in good standing (or comparable status) u... | Label: Existence |
009ce70e-9104-4e4a-ba2e-1bea0f357f19 | Clause:
(a) Neither Landlord, any Superior Lessor or any Superior Mortgagee, nor any partner, director, officer, shareholder, principal, board member, agent, servant or employee of Landlord, any Superior Lessor or any Superior Mortgagee (whether disclosed or undisclosed), shall be liable to Tenant for (i) any loss, in... | Label: Indemnifications |
2fd1f702-c3cd-42c9-938b-cfdc8a04db77 | Clause:
No interest in the Transferred Rights is being acquired by or on behalf of one or more Benefit Plans.
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, Auth... | Label: Erisa |
76892b6b-75df-4f0f-b160-e783e520fa88 | Clause:
Subject to the following provisions of this Paragraph 9 , rentals, revenues, and other income, if any, from the Property, and real property taxes and operating expenses affecting the Property, which are customarily prorated by buyers and sellers of real property located in the City and County of San Francisco, ... | Label: General |
f294f483-94df-4ab2-97f9-4ded5944ebe7 | Clause:
(a) Except as otherwise expressly provided herein, unless previously terminated, the 2018 Revolving Commitments shall terminate on the Maturity Date for the 2018 Revolving Commitments, and the 2019 Revolving Commitments shall terminate on the Maturity Date for the 2019 Revolving Commitments.
Task: Classify thi... | Label: Terminations |
66e4ae0b-c662-43d4-879b-b1bd78acf275 | Clause:
The Borrowers will maintain in effect and enforce policies and procedures designed to ensure compliance by the Borrowers, their Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Anti-Corruption Sanctions.
Task: Classify this clause into ONE of ... | Label: Anti-Corruption Laws |
01918e45-34b7-4ef2-9061-a8114e084043 | Clause:
The Employers may terminate the Executive’s employment if he is disabled and unable to perform the essential functions of the Executive’s then existing position or positions under this Agreement with or without reasonable accommodation for a period of 180 days (which need not be consecutive) in any 12-month per... | Label: Disability |
d4c5f87f-312a-464f-a390-d48d6ebcb6ad | Clause:
It has the requisite power and authority and the legal right to enter into this Agreement and perform its obligations hereunder; it has taken all necessary action on its part required to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder; and this Agreement h... | Label: Authority |
c0c70dbf-876d-4baa-ad50-2a0c7f546b7a | Clause:
The accuracy in all material respects when made and on the First Closing Date of the representations and warranties of the Holder contained herein (unless as of a specific date therein).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption... | Label: Representations |
c3709bd6-77cf-4c43-8824-e2e73039d7da | Clause:
Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative 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), a Defaulting Len... | Label: Participations |
e3afcc7f-a262-4e55-9d72-547a42e5546b | Clause:
There are no actions, suits, proceedings or investigations pending or, to the knowledge of the Company, threatened against the Company, or affecting the Company or its properties, at law or in equity, before any court or other governmental agency or instrumentality, domestic or foreign, or before any arbitrator... | Label: Litigations |
d76f9803-c2f9-4373-9889-68a83859a7cd | Clause:
This Agreement will commence on May 1, 2016 (the “ Effective Date ”) and expire on May 1, 2017, unless sooner terminated pursuant to Section 4 hereof (the “ Initial Term ”). Upon the end of the Initial Term, the Parties may extend this Agreement upon mutual consent for additional one (1) year periods (collectiv... | Label: Terms |
cabdf7d7-8d92-4326-bcaa-db5b460bcfe9 | Clause:
After the Closing, Purchaser intends to attempt to sell the Property to one or more third parties (any such third party, a “ Subsequent Purchaser ”). Seller agrees to provide reasonable cooperation to Purchaser with respect to the foregoing transactions, provided and on the conditions that any such cooperation ... | Label: Cooperation |
4493bc9c-700f-4659-a2b2-79d2500a32f8 | Clause:
Except where the failure to do so would not reasonably be expected to result in a Material Adverse Effect, each Loan Party will, and will cause each of its Subsidiaries to, (a) keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear exce... | Label: Insurances |
91594d80-8171-494b-a283-47235e7cdc59 | Clause:
The parties hereto acknowledge and agree that irreparable damage would occur and that the parties would not have any adequate remedy at law if any provision of this Agreement were not performed in accordance with its specific terms or were otherwise breached, and that monetary damages, even if available, would ... | Label: Specific Performance |
22131234-792a-4387-92fc-191da7331070 | Clause:
The Purchaser is a corporation duly incorporated, validly existing, and in good standing under the Laws of the State of Utah and has full power and authority to enter into this Agreement and to perform its obligations hereunder. The Purchaser is duly licensed, qualified, or admitted to do business and is in go... | Label: Organizations |
0a37804f-6b97-4cec-8f5b-a1f4477220a2 | Clause:
The Company shall pay to Executive an annual base salary of $350,000 per year (the “ Base Salary ”), payable in accordance with the Company’s usual payroll practices (and in any event no less frequently than monthly). Executive’s Base Salary shall be subject to an annual review by the Board following the Effect... | Label: Base Salary |
db445fe5-8a1a-42a9-8312-ffbe552546b1 | Clause:
From and after the date of this Agreement, upon the request of either party, each party will execute and deliver such instruments, documents or other writings as may be reasonably necessary or desirable to confirm and carry out and to effectuate fully the intent and purposes of this Agreement.
Task: Classify t... | Label: Further Assurances |
2db6488d-6f87-4b42-a216-2b981ff99120 | Clause:
This Agreement may be executed in one or more counterparts, each of which will be deemed an original and all of which shall constitute one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws,... | Label: Counterparts |
19803213-fa66-4d5e-9045-1d8be5751485 | Clause:
If the Participant’s employment is terminated by reason of the Participant’s death during the two-year period beginning on the date of a Change of Control, the Company shall provide the Participant’s estate or beneficiaries with the Accrued Obligations, the Pro Rata Bonus and the timely payment or delivery of t... | Label: Death |
bfd882bd-30f5-4195-90d3-d31100b02049 | Clause:
Immediately upon First Commercial Sale of the first Licensed Product in the Territory, during the Term and thereafter for a period of five (5) years after the expiration of this Agreement or the earlier termination thereof, each Party shall use Commercially Reasonable Efforts to obtain and maintain (either dire... | Label: Insurances |
3ca62e11-25f4-4729-8d94-d3ccbc802331 | Clause:
Upon payment in full of the Indebtedness, or in connection with the replacement of a Property with a Substitution Property pursuant to Section 2.1 , Lender shall execute instruments prepared by Borrower and reasonably satisfactory to Lender, which, at Borrower’s election and at Borrower’s sole cost and expense:... | Label: Releases |
6bc71b71-f22b-4a8a-971b-688be47190d9 | Clause:
This Amendment, together with the Loan and Security Agreement and the other Loan Documents, constitute the entire agreement between Borrower and Lender concerning the subject matter hereof and may not be altered or amended except by written agreement signed by Lender. Borrower acknowledges and agrees that this ... | Label: Amendments |
91165549-a677-47aa-b19a-502f986bf511 | Clause:
The provisions of this Agreement shall be construed and shall be given effect in all respects as if it had been executed and delivered by the Company on the date hereof. This Agreement shall be binding upon any successors or assigns of the Company.
Task: Classify this clause into ONE of these types (exactly o... | Label: Effective Dates |
fbf07a51-d239-4bad-bc28-c42a3c821ecf | Clause:
The headings contained in this Agreement are for convenience of reference only and are not intended, and shall not be construed, to modify, define, limit, or expand the intent of the parties as expressed in this Agreement, and they shall not affect the meaning or interpretation of this Agreement. All reference... | Label: Headings |
aef43531-0380-41ec-b2fb-86424569bc2d | Clause:
To the extent not preempted by the laws of the United States, the laws of the State of Delaware shall be the controlling law in all matters relating to this Agreement without giving effect to principles of conflicts of laws.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, A... | Label: Applicable Laws |
9d915174-13a3-41de-9325-84176ffaf1b3 | Clause:
Such Investor is a limited partnership duly formed and existing in good standing under the laws of the State of Delaware, and has all requisite partnership power and authority to execute and deliver, and perform its obligations under, this Agreement. All acts required to be taken by such Investor and its partne... | Label: Authority |
421a450f-ccab-4d1d-ad49-2fde532de94f | Clause:
In the event of a breach or threatened breach by Employee of this Article 5, Employee agrees that the Company, in addition to and not in limitation of any other rights, remedies, or damages available to the Company at law or in equity, shall be entitled to a preliminary and a permanent injunction in order to pr... | Label: Remedies |
9c2b098e-147b-469c-83fc-3ee9a955c5cb | Clause:
The Loan Parties have disclosed to the Lenders all agreements, instruments and corporate or other restrictions to which any Loan Party or any Domestic Subsidiary is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Ef... | Label: Disclosures |
219fc9ba-9b5f-4fd8-ada0-2917dfac8da5 | Clause:
No failure on the part of any Lender or the Agent to exercise, and no delay in exercising, any right hereunder or under any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any othe... | Label: Remedies |
f01b80a1-3b4b-4308-a7ec-496acc626eab | Clause:
You agree that any and all disputes that you raise arising out of or relating in any way to the validity, interpretation or enforcement of this Agreement, or any unreleased claims relating to your employment, other than disputes which by statute are not arbitrable or in which the Company is seeking equitable re... | Label: Arbitration |
a36ffd80-463f-4df0-918d-7d686c2a36d0 | Clause:
The laws of the State of Delaware govern the interpretation, performance, and enforcement of these Terms and Conditions.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assig... | Label: Governing Laws |
5fdb8528-78ae-4eb2-8f0d-6f99f2124e14 | Clause:
Seller has delivered or, pursuant to Section 1.8, will deliver to Purchaser true and complete copies of all survey reports, waivers of deficiencies, plans of correction, and any other investigation notices, warnings, correspondence or reports issued with respect to the Facility (collectively, " Licensing Survey... | Label: Compliance With Laws |
5257fd3b-eb56-47d9-a374-d19c04dcccba | Clause:
Any notice, demand or other communication which any Party hereto may be required, or may elect, to give to anyone interested hereunder shall be sufficiently given if sent by registered or certified mail (or local equivalent), return receipt requested, addressed to such address as may be given herein, delivered ... | Label: Notices |
a51bb861-6c66-4ddd-8b99-c7e675bda085 | Clause:
The Company and its Subsidiaries have (i) good marketable fee simple title to (in the case of fee interests in real property), (ii) valid leasehold interests in (in the case of leasehold interests in real or personal property) and (iii) good title to (in the case of all other personal property), all of their re... | Label: Liens |
ee22173b-df4d-4986-b16a-f657c0c716a5 | Clause:
Comply with all Applicable Laws with respect to the Collateral or any part thereof or to the operation of such Borrower’s business, the non-compliance with which could reasonably be expected to have a Material Adverse Effect (except to the extent any separate provision of this Agreement shall expressly require ... | Label: Compliance With Laws |
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