id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
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|---|---|---|
e350811c-829e-4a43-98e0-4082ab26a6c4 | Clause:
This Agreement may be signed in any number of counterparts, each of which shall be an original and all of which, taken together, constitute a single instrument. This Agreement may be executed by facsimile or email ( i.e., PDF) signature and all such signatures shall be effective as originals.
Task: Classify t... | Label: Counterparts |
30642d8c-57e8-4bca-80c7-fa70e84e6839 | Clause:
For purposes of this Agreement and the other Loan Documents, the following rules of construction shall apply, unless specifically indicated to the contrary: (a) wherever from the context it appears appropriate, each term stated in either the singular or plural shall include the singular and the plural, and pro... | Label: Construction |
3149ba38-93c6-409f-96d4-6194b3364ece | Clause:
Landlord and Tenant represent that, except for Avison Young, representing Landlord, the parties have not dealt with any real estate broker, sales person or finder in connection with this Amendment, and no other real estate broker initiated or participated in the negotiation of this Amendment. Tenant agrees to i... | Label: Brokers |
9b5a13f4-4bbb-4163-9186-5400f055534b | 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), the Borrower or ... | Label: Participations |
ee713c95-f970-427c-a3e7-85b19002f559 | Clause:
No government authorization, consent, approval, license, exemption of or filing or registration with any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, under any applicable laws, rules or regulations currently in effect, is or will be necessary for, ... | Label: Consents |
07d465b0-24a5-4380-8d42-f63db16981e5 | Clause:
As used in the Agreement (including the Exhibits, Schedules and Annexes), the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustment... | Label: Defined Terms |
a68deacc-f448-44fd-a6fa-1f9e4069f7c4 | Clause:
(a) With respect to any owned real property or fixtures thereon, in each case with a purchase price or a fair market value at the time of acquisition of at least $ 2,000,000 7,500,000 , in which any Loan Party acquires ownership rights at any time after the Closing Date, promptly grant to the Collateral Agent f... | Label: Subsidiaries |
8a8e7b7a-0a78-4aef-afc1-bf355a41157b | Clause:
The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection wi... | Label: Intellectual Property |
867de3a1-2cba-43a3-a4d6-2dec8a652b6f | Clause:
The authorized capital of the Company consists of 100 Shares of Common Stock, par value $.00001, of which a total of 100 shares are issued and outstanding (the " Issued and Outstanding Common Stock ") of the Company (the " Issued and Outstanding Shares ") The Issued and Outstanding Shares has been duly authoriz... | Label: Capitalization |
1d45f0dd-66ff-4826-9682-0feb14e64858 | Clause:
Either party may cancel or terminate this Agreement by giving writing notice if the other party (i) becomes insolvent, is the subject of bankruptcy or administration proceedings that are not dismissed within ninety (90) days of filing or makes an assignment for the benefit of creditors, or (ii) materially breac... | Label: Terminations |
66ed0e86-1447-4119-bfbb-d5e287ece28b | Clause:
It is understood and acknowledged that there are no oral agreements between the parties hereto affecting this Lease and this Lease supersedes and cancels any and all previous negotiations, arrangements, brochures, agreements and understandings, if any, between the parties hereto or displayed by Landlord to Ten... | Label: Entire Agreements |
90d0ade7-1448-472a-9979-5e8b8c4e2918 | Clause:
The Parties shall bear their own costs and attorneys’ fees incurred in connection with the Lawsuit, and in connection with the negotiation, preparation, and review of this Agreement. However, in the event any action is brought to enforce the terms of this Agreement, the prevailing party in such action shall rec... | Label: Costs |
ddb9e37e-53b7-4b39-a9d7-ce2a11dec000 | Clause:
Employee shall report to the Board of Directors of the Company pursuant to the procedures set forth in the Company’s Bylaws. Employee agrees to discharge such duties as may be delegated to him from time-to-time by the Company. The Company reserves the right to change or modify the designation of Employee or hi... | Label: Duties |
5e1b2015-b7a0-476a-b877-194fd2f26dfa | Clause:
Executive has been an employee of the Company since September 3, 2013. The Company and Executive now agree to enter into this Agreement, upon the terms and conditions set forth herein for the period beginning on January 1, 2016 and ending as provided in paragraph 4 hereof (the " Employment Period "). The partie... | Label: Employment |
58304804-a808-4435-8d78-00bc77df0d64 | Clause:
Any notice to the Borrower or the Lender hereunder shall be effective when delivered in accordance with the notice provisions set forth in the Loan Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Appr... | Label: Notices |
e4a4a9a0-c269-435e-9169-9b679369f652 | Clause:
Seller is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Nevada and is properly qualified to do business and is in good standing in each state in which it is required to be so qualified. Spin-off Subsidiary is a corporation duly incorporated, validly exist... | Label: Organizations |
929f8fe4-0686-4cbe-a951-220e45740248 | Clause:
No provision of this Agreement may be waived, modified or discharged unless such waiver, modification or discharge is agreed to in writing signed by Indemnitee and the Company. No waiver by either party hereto at any time of any breach by the other party hereto or compliance with any condition or provision of ... | Label: Miscellaneous |
26d5bdbd-17a1-48c2-87f6-e4d3b969ac98 | Clause:
This Agreement may be executed in two or more counterparts (including, without limitation, facsimile counterparts), each of which shall be deemed an original, but all of which together shall constitute one and the same agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustmen... | Label: Counterparts |
d53567f9-d88e-439c-91f1-46bef6816729 | Clause:
Except as set forth in Section 6.2 of this Agreement, this written document and all Schedules and Exhibits hereto expresses the entire purchase agreement between the Parties with respect to the subject matter hereof and supersedes any prior agreements or understandings concerning such subject matter.
Task: Cla... | Label: Entire Agreements |
f104bd32-2c2c-44bf-bd6c-e6fcdcfe672d | Clause:
The proceeds of the Term Loan will be used for general partnership, corporate or company purposes, as applicable, of the Loan Parties and their Subsidiaries, including, without limitation, acquisitions.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments,... | Label: Use Of Proceeds |
6956b993-cdcb-47d6-ab07-bf2d50bf607a | Clause:
This instrument, executed in duplicate, sets forth the entire agreement between the parties and may not be canceled, modified, or amended except by a written instrument executed by both Seller and Buyer.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments... | Label: Entire Agreements |
12eefb15-7036-4328-81b6-c6ca397c829c | Clause:
This 2016-3 Servicing Supplement may be executed in any number of counterparts, each of which so executed and delivered shall be deemed to be an original, but all of which counterparts shall together constitute but one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one lab... | Label: Counterparts |
d9c31efd-975c-4d2e-808b-3a73f4da860b | Clause:
(a) Do, or cause to be done, all things necessary to preserve, renew and keep in full force and effect its legal existence, except, in the case of a Subsidiary of the Borrower that is not a Loan Party, where the failure to do so would not reasonably be expected to have a Material Adverse Effect, and except as o... | Label: Existence |
3d484813-415b-4e65-83a3-15dfc163a722 | Clause:
This Agreement may not be assigned by the Company (whether by operation of law or otherwise) without the prior written consent of the Required Holders; provided, however , that in the event that the Company is a party to a merger, consolidation, share exchange or similar business combination transaction in whic... | Label: Assignments |
e54af13a-55ad-4b8d-8753-14b40f64efc1 | Clause:
Except to the extent otherwise mentioned, referred to or otherwise provided herein, this Agreement contains the entire understanding and agreement between the Parties concerning the subject matter hereof and supersedes any prior agreements, whether written or oral, between the Parties concerning the subject ma... | Label: Entire Agreements |
ddaed1a2-c0b6-485b-adc6-792b1fcbbe72 | Clause:
The title of "Agent" is used solely as a matter of market custom and the duties of Agent are administrative in nature only. Agent has no duties except those expressly set forth in the Loan Documents, and in no event does Agent have any agency, fiduciary or implied duty to or relationship with any Secured Party... | Label: Duties |
c63eef78-5c5d-417e-93fe-3c1c79d6e0b6 | Clause:
This Agreement may be amended or modified only by a written instrument signed by the Employee and by a duly authorized representative of the Employer.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, A... | Label: Amendments |
b2bf66b5-653d-4860-9cca-d28ccf9d02f7 | Clause:
Sections 5(e) through 28, inclusive, shall survive and continue in full force in accordance with their terms notwithstanding the End Date.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, ... | Label: Survival |
5a8d0c6f-42a4-46a5-b10a-c0e1c19423da | Clause:
Within ten (10) days after the Closing Date, the Borrowers shall deliver to the Administrative Agent a certificate as to coverage under the general liability and property insurance policies required by Section 5.02 of the Credit Agreement, each of which shall be endorsed or otherwise amended to include a custom... | Label: Insurances |
384a56fa-9199-4385-a2bc-5416d5f1f979 | Clause:
This Release Agreement constitutes the entire agreement between myself and Splunk with respect to any matters referred to in the Release Agreement. The Release Agreement supersedes any and all other agreements between myself and Splunk, except for the Employee Invention Assignment and Confidentiality Agreement,... | Label: Entire Agreements |
a1b76ad5-c9d8-4b39-ae6f-a66228e82cd0 | Clause:
All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all... | Label: Waiver Of Jury Trials |
50a56e01-327a-42bc-90c7-e2a73497d84d | Clause:
The Company shall, on or before 8:30 a.m., New York City Time, on the first business day after the date of this Agreement, issue a press release and/or Current Report on Form 8-K (collectively, the “ 8-K Filing ”) disclosing all material terms of the transactions contemplated hereby. From and after the issuance... | Label: Disclosures |
aad18bb7-d2c0-4129-9f54-bcac996773e9 | Clause:
A Restricted Stock Unit shall be 100% vested upon the completion of three (3) full years of employment commencing with the Grant Date of the Restricted Stock Unit or, if earlier, upon the occurrence of a Change of Control. Upon termination of employment due to the Participant’s death, Disability or Retirement... | Label: Vesting |
13770e2a-7359-45c5-8eb9-6b564663f2dd | Clause:
The Borrower will not, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ordinary course of... | Label: Transactions With Affiliates |
aab946cb-7d65-464f-9849-f12984eb57f5 | Clause:
The Seller is a limited liability company duly organized, validly existing, and in good standing under the laws of California, with all power and authority necessary to own or use its assets and conduct its business as it is now being conducted. The Seller is duly qualified to do business as a foreign corporati... | Label: Organizations |
38521c79-9629-4876-b1dc-604c1454105d | Clause:
All payments made by the Employers under this Agreement shall be subject to withholding of any tax or other amounts required to be withheld by the Employers under applicable law or benefit plans of the Employers in which the Employee is participating.
Task: Classify this clause into ONE of these types (exactly... | Label: Withholdings |
f3412083-fc95-46e8-9d30-69ab4a4da447 | Clause:
Notwithstanding anything herein to the contrary, to the extent that the Purchaser has executed or is otherwise bound by a confidentiality agreement in favor of the Company, the Purchaser shall continue to be bound by such confidentiality agreement.
Task: Classify this clause into ONE of these types (exactly o... | Label: Confidentiality |
cb7cb5a0-e7a2-4bae-b138-27c0e9c5ea6d | Clause:
Pricing does not include image royalty or software licensing, if applicable. All third party costs are estimates. Third party expenses directly incurred by the MT exclusively for SHO projects will be billed and paid by SHO at cost to MT.
Task: Classify this clause into ONE of these types (exactly one label):
A... | Label: Expenses |
5d9984c8-8608-432c-91a8-53338c749a63 | Clause:
Each of Kindred and Guarantor (collectively, the “ Kindred Companies ”) was duly organized and is validly existing as a Delaware or corporation, respectively. Kindred is in good standing in the State of and each of the Kindred Com... | Label: Organizations |
5e0648d2-6fea-4dc7-beb1-df09264ce128 | Clause:
Subject to Section 3.7 , this Agreement and its subject matter, and any action, proceeding or suit (at law or in equity, in contract, tort or otherwise) arising out of or in connection with this Agreement or the subject matter hereof will be governed by and construed and enforced in accordance with laws of the ... | Label: Governing Laws |
60e5ab11-3d9d-484e-8ce2-4f485dbe3783 | Clause:
Each Party shall immediately provide the other Party with written notice reasonably detailing any (i) known or alleged infringement of any Agios Patents, Celgene Patents, Celgene Collaboration Patents, Agios Co-Co Collaboration Patents or Joint Collaboration Patents, or known or alleged misappropriation of any ... | Label: Notices |
b5636b7d-3606-4dac-afcb-cb6b97a4ba60 | Clause:
While employed by Company, Executive shall perform the duties required of Executive hereunder and shall devote Executive's best efforts and exclusive business time, energy and skill to performing such duties; not make any disparaging remarks regarding Company to any person with whom Company has business relatio... | Label: Duties |
5dadafda-12a4-4aa3-ad1f-47938ca03002 | Clause:
(a) Such Grantor will not, without the prior written consent of the Administrative Agent, do any act or omit to do any act whereby any material Intellectual Property may lapse, become abandoned, cancelled, dedicated to the public, forfeited, or otherwise impaired, or abandon any application or any right to file... | Label: Intellectual Property |
7ef13740-a003-4bc6-9b87-d1ad3a3de2b6 | Clause:
Employer shall indemnify Executive (and, upon Executive’s death, Executive’s heirs, executors and administrators) to the fullest extent permitted by law against all expenses, including reasonable attorneys’ fees, court and investigative costs, judgments, fines and amounts paid in settlement (collectively, “ Exp... | Label: Indemnifications |
ea7e3cc8-3b3e-4100-9946-5259ec681882 | Clause:
This Agreement may be executed in duplicate counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement. In the event that the document is signed by one party and faxed to another the parties agree that a faxed signature shall be binding upon th... | Label: Counterparts |
676989b7-f8df-4b42-bb15-f076fbef5cac | Clause:
The business and operations of the Company have been conducted in accordance with all applicable laws, rules and regulations of all governmental authorities, except for such violations which would not, individually or in the aggregate, have a material adverse effect on the financial condition or business of the... | Label: Compliance With Laws |
645d6f54-618b-42e8-8307-da26b135b15a | Clause:
No delay or omission of the Holder to exercise any right or power arising hereunder shall impair any such right or power to be considered to be a waiver of any such right or power, nor shall the Holder’s action or inaction impair any such right or power. If any provision of this Note is found to be invalid by a... | Label: Miscellaneous |
ea12dd94-2df9-46f5-b10a-d5ef68afea38 | 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 Withers Bergman LLP, 430 Park Avenue, 10th Floor, New York, New York 10022, on May 27, 2016 so long as all the conditions to Closing in... | Label: Closings |
df918d24-53b1-4072-be1c-99ead531526c | Clause:
Except as set forth in Section 1 above, all notices, demands, requests, consents or other communications hereunder shall be in writing and shall be given by personal delivery, by express courier, by registered or certified mail with return receipt requested, or by facsimile, to the Guarantor and the Beneficiari... | Label: Notices |
1a4975a1-a9e3-41c6-a1c1-d449d2b50f88 | Clause:
Each Member agrees to execute and deliver all such further instruments and do all such further acts as the Members deem advisable to effectuate this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, App... | Label: Further Assurances |
d9873be6-a010-4ceb-aa16-0b6b01c872c1 | Clause:
The authorized capital stock of the Company consists of 240,000,000 shares of Common Stock, of which 5,003,257 shares are outstanding as of the date hereof (prior to the issuance of the Securities) and 5,000,000 shares of Preferred Stock, none of which are outstanding as of the date hereof, including the number... | Label: Capitalization |
c22a9c87-4832-4883-b73b-2f2c949ba933 | Clause:
The Agent and each Financial Institution hereby waive their right to receive an Extension Notice in connection with the extension of the Liquidity Termination Date contemplated by this Amendment and hereby consent to the proposed extension of the Liquidity Termination Date as set forth herein.
Task: Classify t... | Label: Waivers |
2d9ec95d-91b4-4b78-981b-a95153c0243c | Clause:
Upon receipt or delivery by the Company of any notice in accordance with the terms of this Note, unless the Company has in good faith determined that the matters relating to such notice do not constitute material, non-public information relating to the Company or any of its Subsidiaries, the Company shall withi... | Label: Disclosures |
35b8447f-6a50-4ba7-86f5-8aa7c3622494 | Clause:
During the Term, Executive shall be entitled to 20 days paid vacation per year, or such greater amount as may be earned under the Company’s standard vacation policy, to be earned ratably throughout the year. Vacation days may be carried from one year to the next in accordance with the Company vacation policy.
... | Label: Vacations |
163d5e14-6456-488b-be92-c1b2502e438f | Clause:
The Company shall pay all of the reasonable and documented fees and expenses of the Company and the Stockholders (including, without limitation, the reasonable and documented fees of Paul Hastings LLP and Potter Anderson Corroon LLP) incurred in connection with the preparation, execution and delivery of the Tra... | Label: Expenses |
7e53321a-3445-4a09-baae-e49e9eeaedaa | Clause:
This Agreement is for the benefit of Purchaser and Seller, and except as provided in the indemnities granted by Purchaser in this Agreement and in the Purchase Documents (as defined in Section 19) with respect to the Indemnified Parties listed therein, no other person or entity will be entitled to rely on this ... | Label: Benefits |
accb2036-da57-4312-9866-64389f1bcbc4 | Clause:
Executive and the Company agree that if any portion of this Agreement or the General Release or the application of their terms to any person or circumstance or claim is determined, to any extent, to be invalid or unenforceable, the remainder of this Agreement and the General Release, or the application of such ... | Label: Severability |
45144b22-4b5d-4b10-8726-8daba031fbf0 | Clause:
This Agreement, the other Transaction Documents and the instruments to be delivered by the parties pursuant to the provisions hereof constitute the entire agreement between the parties and supersedes any prior understandings, representations or agreements by or among the parties, whether written or oral, which ... | Label: Entire Agreements |
363b741c-e41f-4d1c-8245-bf9785a384f0 | Clause:
CBRE, Inc., representing Tenant, and Jones Lang LaSalle, representing Landlord.
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 Salar... | Label: Brokers |
6e7b53fc-91b9-44a7-b2f3-30eb5f3d5d10 | Clause:
This Agreement ( i ) except as may be provided in a Joinder Agreement, constitutes the entire agreement among the parties with respect to the subject matter of this Agreement and supersedes any prior discussions, correspondence, negotiation, proposed term sheet, agreement, understanding or agreement and there a... | Label: Entire Agreements |
dbf03abb-a339-40ba-a569-12a2b46d72b3 | Clause:
During the Employment Term and thereafter, the Executive shall cooperate with the Company and be reasonably available to the Company with respect to continuing and/or future matters related to the Executive’s employment period with the Company and/or its subsidiaries or affiliates, whether such matters are busi... | Label: Cooperation |
af23f2ec-e025-4fe6-9add-e402e11a8ab7 | Clause:
This Agreement may be terminated by the Purchaser, as to the 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 First Closing has not been consummated on or before January 6, 201... | Label: Terminations |
a22da6e8-b426-49d5-b4b8-99741470057d | Clause:
Each party agrees that, should any court or other competent Governmental Entity hold any provision of this Agreement or part hereof to be invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or inval... | Label: Severability |
ddc70677-da08-44aa-8f95-edd1712ef97e | Clause:
The Borrower will not, and will not permit any Restricted Subsidiary to, sell, lease or otherwise transfer any assets to, or purchase, lease or otherwise acquire any assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) transactions that are at prices and on terms an... | Label: Transactions With Affiliates |
5db7384e-b3ce-4f4e-9b50-e322b8addcbe | Clause:
The Borrower will (a) keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted, and (b) maintain, with financially sound and reputable insurance companies, insurance in such amounts and against such risks as are customarily maint... | Label: Insurances |
5804de3d-65e7-4c3a-b018-72d50648a9a5 | Clause:
This Guaranty is a continuing and irrevocable guaranty of all Loan Obligations now or hereafter existing and shall remain in full force and effect until all Loan Obligations and any other amounts payable under this Guaranty (other than obligations and liabilities under Secured Cash Management Agreements and Sec... | Label: Terminations |
86439d77-f9f2-441e-9544-0d38f283e171 | Clause:
Section 2.2 (Expenses), Section 2.3 (Records), ARTICLE III (Payments)(to the extent such fees accrued prior to termination, cancellation or expiration), Section 4.1 (Return of Materials), Section 5.1 (Intellectual Property), this Section 6.3 (Survival), Section 7.1 (Confidentiality), Section 8.2 (Limitations of... | Label: Survival |
14c52201-138b-47e1-a46c-e80b1d16ab13 | Clause:
Lender shall have received, in immediately available funds, the Closing Fee and the Collateral Management Fee.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Author... | Label: Fees |
583218b5-55cb-4982-b751-39741866862b | Clause:
The Eligible Employees and Company agree that any and all disputes, controversies or claims of any kind or nature, including but not limited to any arising out of or in any related to the interpretation of this Plan or to the employment or separation of an Eligible Employee from the Company that have not been r... | Label: Arbitration |
743efd64-4d98-4be2-b702-6c7347e3559c | Clause:
Except as set forth in Sections 3(c)(ii), (iii) and (iv) below, the option herein granted must be exercised by the Optionee only while the Optionee is an employee (or within 90 days of the termination of Optionee’s employment if the basis for such termination is not otherwise addressed below) of the Company or ... | Label: Terminations |
ec4f0342-0f64-43f7-b550-232a4d77a41f | Clause:
In the event of the death of a Participant during the period of Continuous Service since the Grant Date of an Option, or within 12 months following termination of the Participant’s Continuous Service, the Option may be exercised, at any time within 12 months following the date of the Participant’s death (or suc... | Label: Death |
7da5f812-900c-4b34-8939-3bf90ed68007 | Clause:
Unless and until changed by the Company, your job position and title will be Senior Vice President and General Counsel of the Company, reporting to the Chief Executive Officer of the Company.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corru... | Label: Positions |
67c824b9-ab07-4c30-8dcd-6a4c6e3a84c5 | Clause:
The Amended and Restated Employment Agreement, as amended by this Amendment, remains in full force and effect, and embodies the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and thereof, and supersedes and replaces all prior oral and written agreements o... | Label: Entire Agreements |
aae5c7fb-ce65-4f0a-966d-62a7646688e5 | Clause:
No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental authority or any other person or entity is required in connection with the consummation of the transactions contemplated by this Agreement, except fo... | Label: Consents |
a4312a7f-e112-4533-8900-6cf209f2a6f1 | Clause:
All notices or other communications required hereunder shall be in writing and shall be deemed duly given: (a) when delivered in person (with receipt therefor); (b) on the next business day after deposit with a recognized overnight delivery service; (c) on the third (3rd) business day after being sent by certif... | Label: Notices |
b3a451d5-3ef8-4e85-ad81-38f1c65f4420 | Clause:
EACH PARTY WAIVES AND RELEASES THE OTHER PARTY FROM ANY CLAIMS OR LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS. BOTH RYDER AND CUSTOMER WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY SUIT RELATING TO THE TRANSACTIONS CONTEMPLATED BY THE VOSA.
Ta... | Label: Waivers |
f56b2785-93ad-4ed4-b3ca-a56f70e20254 | Clause:
Executive will have the authority, duties and responsibilities customarily associated with the position of Chief Executive Officer, consistent with the Company’s by-laws and applicable law. Executive will have such additional duties and responsibilities commensurate with his position as the Company’s Board of D... | Label: Duties |
5a64f0a7-051a-4963-867b-ecf5fbb36e32 | Clause:
The Severance Benefits are contingent upon and subject to your execution and non-revocation of the Release following the Separation Date in accordance with Sections 5(b) and 24(c) of the Employment Agreement , and you agree to sign and be bound by the Release which will be considered an integral part of this Le... | Label: Releases |
641ce4a7-afa7-4aad-862e-da4114e7917b | Clause:
This Agreement contains the entire agreement between the Parties concerning the subject matter expressly addressed herein and supersedes all prior agreements and understandings, written and oral, between the Parties with respect to such subject matter. However, nothing in this Paragraph 22 is intended to limit ... | Label: Entire Agreements |
80405569-ffec-4574-89ef-b6395f0f4754 | Clause:
Each payment by any of the Guarantors to the Administrative Agent under this Guaranty shall be made by transferring the amount thereof in immediately available funds without set-off or counterclaim.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Ant... | Label: Payments |
5d1a36cf-960b-488c-90ba-af9262896fb4 | Clause:
Should any section, or portion thereof, of this Agreement be held invalid by reason of any law, statute, or regulation existing now or in the future in any jurisdiction by any court of competent authority or by a legally enforceable directive of any governmental body, such section or portion thereof will be val... | Label: Severability |
8372125c-e20f-4d0a-a440-5b680b9fe258 | Clause:
Pledgor has full power, authority and capacity to execute and deliver this Agreement and the Pledged Agreement and to incur and perform the obligations provided for herein and therein. The execution, delivery and performance by Pledgor of this Agreement and the Pledged Agreement, as applicable, has been duly au... | Label: Authority |
5397ec79-6738-47e5-a6be-5bcf7000b971 | Clause:
This Agreement embodies the entire agreement of the parties hereto respecting the matters within its scope. This Agreement supersedes all prior agreements of the parties hereto on the subject matter hereof with the exception of the Indemnification Agreement as noted herein. Any prior negotiations, correspon... | Label: Entire Agreements |
ef7c71e2-2544-4468-a5a3-105d3fc4d3d6 | Clause:
The Company reserves the right to terminate the Plan at any time by action of the Compensation Committee of the Board. Upon termination of the Plan, all Elective Deferrals and Company contributions will cease and no future Elective Deferrals or Company contributions will be made. Termination of the Plan shall n... | Label: Terminations |
bdcd8476-b395-48cb-9102-b44340ab4fea | Clause:
Any breach of Section 2 or 3 will cause irreparable harm to Company for which damages would not be an adequate remedy, and therefore, Company will be entitled to injunctive relief with respect thereto in addition to any other remedies. The failure of either party to enforce its rights under this Agreement at an... | Label: Miscellaneous |
840d949d-6e6f-4917-b80c-0ea03fdcfd2d | Clause:
Each Party will upon reasonable request provide the other Party and the other Party’s respective Affiliates, agents and vendors all information reasonably necessary to the other Party’s performance of its obligations hereunder. The Parties agree to use commercially reasonable efforts and to cooperate with each... | Label: Cooperation |
a6e023c2-bb0e-4b23-8c2f-fbe663a5f271 | Clause:
The Developer shall pay for his own expenses unless otherwise agreed or required by MyDx and pre-approved.
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: Expenses |
00b819b2-a2ec-4ec6-a4eb-69572d5983ad | Clause:
The Lenders severally agree to indemnify each Agent, any Issuing Lender and Swingline Lender in its capacity as such (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so), ratably according to their respective Aggregate Exposure Percentages in effect on the ... | Label: Indemnifications |
a1a7cd23-3ca2-4e40-96d9-7d2701af914c | Clause:
At the Closing, the Investor shall deliver to the Company (i) the purchase price for the Common Shares being purchased by the Investor by check or by wire transfer of immediately available funds to an account designated by the Company prior to the Closing, and (ii) the documents set forth in Section 6(b)(iv) of... | Label: Payments |
b3bb7172-ba73-4770-bfbb-da67177a42fd | Clause:
Each Holder agrees that all material non-public information provided pursuant to or in accordance with the terms of this Agreement shall be kept confidential by the person to whom such information is provided, until such time as such information becomes public other than through violation of this provision. Not... | Label: Confidentiality |
ae1ca2ed-f9df-41ee-b24e-b87a31577e8c | Clause:
Each Borrower shall be deemed to have consented and agreed that, without notice to or by Borrower and without affecting or impair-ing in any way the obligations or liability of Borrower hereunder, PFG may, from time to time before or after revocation of this Agreement, do any one or more of the following in PFG... | Label: Consents |
68837317-9bd2-437e-b707-b13c49ca65e9 | Clause:
The term of this Agreement shall begin as of the date hereof ("Effective Date") and shall end on the first anniversary date (the "Initial Term") following the Effective Date unless terminated earlier as provided in this Agreement. Following expiration of the Initial Term, this Agreement shall continue for three... | Label: Terms |
05323f83-1b1a-45b0-b826-ee156e5beb67 | Clause:
The entities listed on Schedule C hereto are the only direct or indirect Subsidiaries of the Company. Each such Subsidiary has been duly incorporated or formed and is existing and in good standing under the laws of the jurisdiction of its incorporation or formation, with corporate, limited liability company, li... | Label: Subsidiaries |
19662338-e99c-4c6f-be7d-380e3cd605c3 | Clause:
The Co-Venturers and their designated representatives shall be afforded full and complete access to the books and records of the Joint Venture during normal business hours and upon reasonable notice for the purpose of inspection, examination and copying or any other purpose including, without limitation, an aud... | Label: Records |
bcf5ec89-0e03-47ec-ad2c-3ebd4208cd4e | Clause:
All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and... | Label: Survival |
6f5df9c0-49e5-4ff2-99d8-4bfd8ed68f7c | Clause:
Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies hereunder and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with suc... | Label: Remedies |
38287798-5ccd-41e1-968c-b04c2f007cda | Clause:
The Seller represents and Certificates that all action on the part of Seller necessary for the authorization, execution, delivery, and performance of all the obligations of Seller under this Agreement has been taken prior to the Closing Date and that this Agreement constitutes a valid and legally binding obliga... | Label: Authorizations |
e23c6dbb-a6f8-451a-b042-30bd394106c7 | Clause:
You are also being offered the Company’s standard Change In Control Severance Agreement for Executive Vice Presidents, which is being provided under separate cover.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws... | Label: Change In Control |
cbbd426d-4994-4581-85a1-c1b2fdf2ee4c | Clause:
All liens and security interests securing reimbursement obligations and other obligations owed to the applicable U.S. L/C Issuer of any U.S. Bond L/C under the related Bond Documents (including any U.S. L/C Borrowing), any rights in and to any Bonds or other certificates of indebtedness issued to such L/C Issue... | Label: Liens |
5858ba2b-feef-41f0-8e2a-ec7bce16d80f | Clause:
This Agreement shall be construed and interpreted in accordance with the internal laws of the State of Delaware without giving effect to the conflict of laws principles thereof that would require the application of any other laws.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustme... | Label: Governing Laws |
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