id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
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|---|---|---|
594e7a29-7a0c-47ed-b050-dd019e29a1cd | Clause:
This agreement shall be governed in all respects, including validity, interpretation and effect, by the laws of the state of Delaware applicable to contracts executed and to be performed wholly within such state without giving effect to the choice of law principles of such state.
Task: Classify this clause int... | Label: Governing Laws |
a0447ae8-abd3-443a-8a46-1bfb6ff56842 | Clause:
The interpretation and construction of this Agreement will be governed by and construed and enforced in accordance with the internal laws of the State of Florida without regard to the choice or conflict of laws provisions thereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustme... | Label: Governing Laws |
b6c7a9c8-e076-465b-8dd4-a9c059a8a912 | Clause:
Each of the Parent and its Subsidiaries on a consolidated basis, and the Borrower and its Subsidiaries, on a consolidated basis, is Solvent.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration... | Label: Solvency |
861e77e6-2108-48b2-ada9-172ac9de17e6 | Clause:
The Executive shall not be eligible to earn, and shall not earn, paid vacation or any other paid time off. Rather, the Company expects the CEO to determine for himself, consistent with his responsibilities, how much time can reasonably be spent away from the office for purposes such as personal vacation, relax... | Label: Vacations |
ef1a1e40-a4e9-4712-ad86-5d9ea150eb87 | Clause:
Executive is employed as Company’s Executive Vice President, Implementations and shall have the duties and responsibilities assigned by Company’s Chief Executive Officer. Executive shall perform faithfully and diligently all duties assigned to Executive. Company reserves the right to modify Executive’s position... | Label: Positions |
d49aefe9-24c4-4276-9b4f-9ab218d48aa1 | Clause:
Receipt by the Administrative Agent and the Lenders of any fees required to be paid on or before the Second Amendment Effective Date including, without limitation, (i) any fees required to be paid on or before the Second Amendment Effective Date pursuant to the TD Bank Fee Letter and (ii) an upfront fee payable... | Label: Fees |
c9193c1c-1b3d-44ec-8fe7-79c4872fb823 | Clause:
None of Holdings, the Parent Borrower or any other Restricted Subsidiary will enter into any arrangement, directly or indirectly, with any Person whereby Holdings, the Parent Borrower or any other Restricted Subsidiary shall sell, lease or otherwise transfer any of its Property, whether now owned or hereafter a... | Label: Sales |
095a5985-8d93-4fe8-95cf-8ad4f4a2dc4c | Clause:
Each of ImmunoGen and Biotest agrees to duly execute and deliver, or cause to be duly executed and delivered, such further instruments and do and cause to be done such further acts and things, including, without limitation, the filing of such additional assignments, agreements, documents and instruments, as the... | Label: Further Assurances |
7c89b279-3fb6-42ce-bbbf-54e0307c992a | Clause:
The validity, interpretation, construction and performance of this Agreement shall be governed by the internal laws of the State of New Hampshire, without regard to conflicts of law principles.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Cor... | Label: Governing Laws |
ed8bf3aa-69b3-4082-aa2d-c4bc8bbe0839 | Clause:
This Amendment and the rights and obligations of the parties hereunder shall be governed by, and construed in accordance with, the laws of the State of New York without regard to its conflict of laws principles.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Am... | Label: Governing Laws |
4a36d8da-b36b-40d1-a900-3078fd477773 | Clause:
No Person will have, as a result of the transactions contemplated by the Transaction Documents, any valid right, interest or claim against or upon the Company or any Seller for any commission, fee or other compensation pursuant to any agreement, arrangement or understanding entered into by or on behalf of Selle... | Label: Brokers |
1a29f167-5318-41f2-aa78-e312c4f51ea6 | Clause:
Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company confirms that neither it nor any other Person acting on its behalf has provided any of the Purchasers or their agents or counsel with any information that it believes constitutes o... | Label: Disclosures |
d1230dc0-4208-43d7-8cb0-f4443a4b42a7 | Clause:
This agreement constitutes the entire understanding between the parties with respect to the subject matter hereof. This agreement may be executed in one or more counterparts.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Appl... | Label: Entire Agreements |
5f57f1b3-e5d5-4a80-8dd1-4330038f1494 | Clause:
You acknowledge that, in the course of performing your responsibilities under this Agreement, you will form relationships and become acquainted with Confidential Information. As an employee, you will have access to much of our Confidential Information. By way of example, our Confidential Information includes in... | Label: Confidentiality |
e1a554ae-358e-4c51-9620-c1d21786127b | Clause:
The Lenders agree to indemnify the Administrative Agent and its officers, directors, employees, Affiliates, agents, advisors and controlling persons (each, an “ Agent Indemnitee ”) (to the extent not reimbursed by Parent or the Borrower and without limiting the obligation of Parent or the Borrower to do so), ra... | Label: Indemnifications |
57426878-ee56-46fd-a335-9298501023b0 | Clause:
Except as described on Schedule 6.11, each of the Credit Parties have (i) good and marketable 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), (iii) valid licensed rights in (in the case of licensed int... | Label: Titles |
e64427bd-0b86-4dbf-98d0-25d35cb1856d | Clause:
THIS AGREEMENT SHALL BE DEEMED TO HAVE BEEN MADE AND TO BE PERFORMABLE IN AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF ILLINOIS WITHOUT GIVING EFFECT TO ITS CHOICE OF LAW PROVISIONS.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustmen... | Label: Applicable Laws |
6eabe50c-bdb4-4e98-ae62-16bbcb5baa7e | Clause:
PFO shall, jointly and severally, indemnify and hold HCM, HCI, and their directors, agents, employees and counsel, harmless from and against any and all losses, claims, damages, liabilities, costs or expenses imposed on, incurred by or asserted against any of them in connection with any litigation, investigatio... | Label: Indemnifications |
0209e2b7-43ff-453a-909f-452ba09512d1 | Clause:
For purposes of Sections 5 and 6 of this Agreement, “Company” shall include all direct and indirect subsidiaries of the Company. An entity shall be deemed to be a subsidiary of the Company if the Company directly or indirectly owns or controls 50% or more of the equity interest in such entity.
Task: Classify t... | Label: Subsidiaries |
36cb5d82-78bb-45ac-9ea1-ba7fa536ac0b | Clause:
Either party shall have the right to terminate this Agreement, with or without cause, upon thirty (30) days written notice to the other. All sums owed by either party to the other shall become due and payable upon termination, and neither party will be liable to the other or to any other person because of termi... | Label: Terminations |
2c4d0343-29f3-419c-a537-2f0c32d11715 | Clause:
Neither the Company nor any of its Subsidiaries is in violation of any applicable Laws, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. To the Knowledge of the Company, neither the Company nor any of its Subsidiaries is being investigated ... | Label: Compliance With Laws |
32403ee4-630c-4af3-b11e-b1716cb21740 | Clause:
The Company shall withhold all applicable taxes and any other required amounts from any payment, including (but not limited to) any federal, Federal Insurance Contributions Act (FICA), state, and local taxes.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amend... | Label: Tax Withholdings |
bc407109-b104-4468-afbd-0c31a9f31804 | Clause:
Any information regarding the Merged Companies heretofore or hereafter obtained from the Merged Companies by Parent and Merger Sub shall be subject to the terms of the of the Nondisclosure Agreement dated as of June 15, 2015, by and among Amedisys and the Company (the “ Nondisclosure Agreement ”), and such inf... | Label: Confidentiality |
41397fa9-930a-4e11-bf08-3f2d6ceb3742 | Clause:
Each of the Borrower and its Restricted Subsidiaries has good title in fee simple to, or a valid leasehold interest in, all its material real property located in the United States of America, and good title to, or a valid leasehold interest in, all its other material property located in the United States of Ame... | Label: Liens |
6cc42571-7cc3-47a4-8530-c36496d060bc | Clause:
The Company shall be entitled to withhold from any compensatory payments that it makes to Executive under this Agreement or otherwise all taxes required by applicable law to be withheld therefrom by the Company.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Am... | Label: Tax Withholdings |
69d042b3-38f2-41ee-9c91-a1e626c76226 | Clause:
During the Term, the Executive shall be entitled to paid vacation time in accordance with the plans, practices, policies and program applicable to other Executive Vice President level officers of the Company, but in no event shall such vacation be less than four (4) weeks per year, beginning on the date of the ... | Label: Vacations |
27b938a7-3def-4986-9139-0321c9df6b7e | Clause:
Each LP Unit Holder shall (a) furnish to APAM in a timely manner such information, documents and other materials as APAM may reasonably request for purposes of making any determination or computation necessary or appropriate under this Agreement, preparing any Tax Return or contesting or defending any audit, ex... | Label: Cooperation |
434f7401-102e-49d1-b162-ce0946a21110 | Clause:
The Borrower shall not, and shall not permit any Relevant Party to, take any action or position that would result in a Project being determined to have been Placed in Service prior to the date it was sold to the relevant Relevant Party. The Borrower shall not, and shall not permit any Subsidiary to, claim a ta... | Label: Taxes |
4c41352f-4107-45cd-b639-b97cbb427ad2 | Clause:
The principal amount of this Note shall be due and payable, in whole or in several parts, as applicable, upon the Maker’s receipt of any and all additional investments in the Maker subsequent to the date of this Note, whether effected through the sale of capital stock of the Maker or by the Maker’s issuance of ... | Label: Use Of Proceeds |
65a6c5e9-ad00-483e-852e-01aeee8403a3 | Clause:
(a) Unless previously terminated the Commitments shall terminate on the Maturity 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, Bas... | Label: Terminations |
d00f49f9-9092-4dde-b556-3e0e891572e0 | Clause:
Upon the occurrence and during the continuance of an Event of Default, the Agent, at the written direction of the Required Secured Parties, may exercise, in addition to all other rights and remedies granted to it in this Amended and Restated Security Agreement and in any other instrument or agreement securing, ... | Label: Remedies |
3634af32-ba38-49e3-9e5e-f07a046ecaf1 | Clause:
To the extent required and permitted by applicable law, this Agreement shall also constitute a “ deed, ” “ bill of sale ” or “ assignment ” of the assets and the liabilities referenced herein.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Co... | Label: Assignments |
8bb24218-d957-4a58-8ccc-1e609e8ac89f | Clause:
As soon as administratively practicable, but not later than sixty (60) days following the vesting of the Restricted Shares (as described in Section 3 hereof), the Company shall deliver or cause to be delivered to the Participant, or in the case of the Participant’s death, to the Participant’s beneficiary, (a) a... | Label: Payments |
43b1b66e-808d-4bef-8796-a552c073cde5 | Clause:
HCHB will indemnify, defend and hold Client, its affiliates and other customers or clients, harmless from and against any and all costs, liabilities, losses, expenses, including reasonable attorneys’ fees, (collectively, “Losses”) resulting from or arising out of (a) HCHB’s breach of any representation or warra... | Label: Indemnifications |
6dbe051c-3a3c-4d9a-bffe-2ae8b1c00123 | Clause:
This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Agreement by facsimile transmission or by e... | Label: Counterparts |
e1dc7a91-5f2b-45fd-8ddf-f336d010f264 | Clause:
Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in accordance with Section 6.4 [Notices] of the Investment Agreement or to such other address for notices given from time to time by the Holder or any transferee.
Task: Classify ... | Label: Notices |
8219a989-5252-46fd-a9c2-a0e73d9f84ff | Clause:
The Company shall (a) by 9:30 a.m. (New York City time) on the Trading Day immediately following the date hereof, issue a press release disclosing the material terms of the transactions contemplated hereby, and (b) file a Current Report on Form 8-K, including the Transaction Documents as exhibits thereto, with ... | Label: Publicity |
de728b08-d0d0-40f4-8ca4-27c52951bd3f | Clause:
Each Company Party (directly or through its Affiliates) has implemented and maintains in effect policies and procedures designed to provide for compliance by such Company Party, its Subsidiaries and their respective directors, managers, officers, employees and agents with Anti-Corruption Laws and applicable San... | Label: Sanctions |
85a97059-c34e-4349-ad9e-b9f4494fc4b3 | Clause:
EACH BORROWER HEREBY ACKNOWLEDGES THAT IT HAS NO DEFENSE, COUNTERCLAIM, OFFSET, CROSS‑COMPLAINT, CLAIM OR DEMAND OF ANY KIND OR NATURE WHATSOEVER THAT CAN BE ASSERTED TO REDUCE OR ELIMINATE ALL OR ANY PART OF ITS LIABILITY TO REPAY ANY LOANS OR EXTENSIONS OF CREDIT FROM AGENT AND LENDERS TO SUCH BORROWER UNDER ... | Label: Releases |
327f2796-7c25-4547-b334-bf7d3e1e2c81 | Clause:
The Participant has reviewed with his or her own tax advisors the tax consequences of this Award Agreement and the Optioned Shares granted hereunder, including any U.S. federal, state and local tax laws, and any other applicable taxing jurisdiction. The Participant is relying solely on such advisors and not on ... | Label: Representations |
27c28d4d-521b-4112-80be-2c959116f344 | Clause:
Each party acknowledges that the other party would be damaged irreparably and would have no adequate remedy of law if any provision of this Agreement is not performed in accordance with its specific terms or otherwise is breached. Accordingly, each party agrees that the other party will be entitled to an injun... | Label: Specific Performance |
563e32f7-5b11-44d6-a394-8d1167f95b9f | Clause:
Use the proceeds of the Loans to finance in part the Arizona Acquisition and to pay all fees and expense in connection therewith, repay all obligations owing under the Existing Credit Agreement and to pay all fees and expense in connection therewith, and for general corporate and working capital purposes not in... | Label: Use Of Proceeds |
698fdea1-5def-4e9d-ad0e-fd0a299a2a51 | Clause:
All demands, notices, communications and reports provided for in this Agreement will be given in accordance with Section 10.5 of the Purchase Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals,... | Label: Notices |
8349384c-645f-4ef9-883d-b37f16f0c854 | Clause:
Any publicity, advertisement or press release regarding the Company will be under the sole discretion and control of the Company, and no contact or discussions by Employee regarding the Agreement with the public press or media representatives may be had without the prior written consent of the Company.
Task: C... | Label: Publicity |
f6b4dd71-2a5c-4560-8c8b-ca841cc33aa3 | Clause:
Sublandlord and Subtenant each hereby represents, warrants and covenants to Landlord that, as of the date hereof and throughout the term of the Lease, it is not (i) an “employee benefit plan” as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”), that is subje... | Label: Erisa |
c4ce118f-0126-474b-9e1c-e1d1a1869ef2 | Clause:
It is recognized and acknowledged by the Executive and the Company that a breach by such Person of such Person's covenants contained in Section 9 will cause irreparable damage to the Company or the Executive, as applicable, and its or his goodwill or reputation, the exact amount of which will be difficult or im... | Label: Specific Performance |
6b52a804-92eb-4ff1-9570-032ae709e3e3 | Clause:
Maker and any endorsers and guarantors of this Note, and all others who are or may become liable for all or any part of the Loan, consent to any number of renewals or extensions of time for payment of this Note. Any such renewals or extensions shall not affect their liability. This Note may only be amended in w... | Label: Amendments |
7a419ff1-0937-49ee-a695-ad5c91257111 | Clause:
After giving effect to the Transactions, (a) the aggregate assets (after giving effect to amounts that could reasonably be received by reason of indemnity, offset, insurance or any similar arrangement), at a fair valuation, of the Loan Parties, taken as a whole, are expected to exceed the aggregate Debt of the ... | Label: Solvency |
a736e7fd-47ca-4d47-8d58-1c83ff093276 | Clause:
To the Borrower’s knowledge, each Covered Party and each of its assets are in compliance in all respects with all laws, rules, regulations, orders, judgments, writs and decrees, the failure to comply with which is likely to have a Material Adverse Effect.
Task: Classify this clause into ONE of these types (exa... | Label: Compliance With Laws |
dcbb066f-7dc8-4448-8650-a78f6ea2947a | Clause:
The Participant shall pay to the Company promptly upon request, and in any event at the time the Participant recognizes taxable income with respect to the Restricted Shares (or, if the Participant makes an election under Section 83(b) of the Code in connection with such grant), an amount equal to the taxes the ... | Label: Taxes |
59ba3238-321e-4cb9-8138-e9f8aa54f900 | Clause:
(a) Keep all Property material to the conduct of its business in reasonably good working order and condition, ordinary wear and tear excepted except where a failure to do so, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.
Task: Classify this clause into ON... | Label: Insurances |
1befa2d5-90f0-44c3-bddd-d335ace93905 | Clause:
This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, successors and assigns .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws,... | Label: Binding Effects |
0ea9c6d1-c238-4b96-bf56-4719d6e9ee7a | Clause:
Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company confirms that neither it nor any other officer, director, employee or attorney of the Company has provided any of the Purchasers or their agents or counsel with any information tha... | Label: Disclosures |
95504c59-6cf2-4c3c-83c9-1f788301b6f5 | Clause:
In consideration of the payments and benefits to which you are entitled under that certain Agreement, dated as of [date], to which you, NCI Building Systems, Inc., and NCI Group, Inc. (the “ Companies ”) are parties (the “ Agreement ”), you hereby waive and release and forever discharge each of the Companies an... | Label: Releases |
9823c194-3351-4963-a43c-7acf5f07382f | Clause:
During the Term, the Bank shall pay the Executive an annual base salary of not less than $281,800.00 (less applicable withholdings), as compensation for services rendered by the Executive under this Agreement. The base salary shall be paid to the Executive in accordance with established payroll practices of the... | Label: Base Salary |
0ce1bd50-7742-4bcc-ae7a-774d66818612 | Clause:
Executive acknowledges that the duration of the Restrictive Period and the geographical area of the imposed restrictions are fair and reasonable and are reasonably required for the protection of the Company’s business interests, including its goodwill. The Executive (a) acknowledges that his failure to comply w... | Label: Remedies |
39f6e12c-33f0-45b3-8cb7-242aae5caa10 | Clause:
This Agreement, together with the Confidentiality Agreement, any handbooks, policies and procedures in effect from time to time and the applicable stock plans and any stock option agreements, restricted stock unit agreements or other agreement evidencing the equity awards made to you from time to time during yo... | Label: Entire Agreements |
af54c324-0787-4ccb-97d2-55bafb31edd3 | Clause:
This Agreement is governed by the laws of the State of California, without giving effect to principles of conflict of laws.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, As... | Label: Governing Laws |
a2c17aab-75d5-4f79-ae51-fb3226324775 | Clause:
Interest and fees hereunder shall be computed on the basis of a year of (a) for LIBOR Rate Loans, 360 days and for the actual number of days elapsed, and (b) for Base Rate Loans, 365 or 366 days, as applicable, and for the actual number of days elapsed. If any payment to be made hereunder becomes due and payabl... | Label: Fees |
f82e0e65-8867-4635-9cdb-a73264004aae | Clause:
Any claim, dispute or controversy arising under this Agreement will be subject to arbitration, and before commencing any court action, the parties agree that they will arbitrate all such claims, disputes and controversies and such arbitration will occur in Atlanta, Georgia according to the National Rules for th... | Label: Arbitration |
5de707ad-aaf1-4362-a89e-1edf8d5340a6 | Clause:
This Agreement is the restricted stock agreement referred to in Section 2.5 of the Plan. If there is any conflict between the Plan and this Agreement, the provisions of the Plan shall control. Any dispute or disagreement which shall arise under or in any way relate to the interpretation or construction of the... | Label: Agreements |
71d4f45e-51cd-4973-9bf2-a5a968c2303a | Clause:
In addition to and supplemental of all other fees under the Loan Documents that may become due and payable, Borrower shall pay to Bank a fully earned, non-refundable modification fee equal to Thirty Thousand Dollars ($30,000.00), which modification fee shall be payable on the date hereof. Borrower shall also re... | Label: Fees |
dac58d38-8bdc-4f93-878b-9d60dfb839fc | Clause:
The Plan, the Grant Notice and this Award Agreement constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof.
Task: Classify this clause into ONE of these types (exactly one labe... | Label: Entire Agreements |
e6aadbce-2023-4399-8235-d506702c0cbd | Clause:
Assignee and Assignor each hereby represents to Landlord that it has dealt with no broker in connection with this Agreement. Assignee agrees to indemnify and hold Landlord, its members, principals, beneficiaries, partners, officers, directors, employees, investors, managers, mortgagee(s) and agents, and the res... | Label: Brokers |
015ac609-0286-4e55-a0b7-54c46b7b6d28 | Clause:
A Participant shall be vested in his or her Stock Bonus Account as set forth in the Award Materials for such Stock Bonus. The vesting terms of Stock Bonus Accounts set forth in the Award Materials shall be established by the Committee in its sole discretion and may vary for each Participant and for each Stock B... | Label: Vesting |
2f818325-9923-4e00-b6aa-46d10bfc3dd2 | Clause:
The Executive shall be entitled to and advanced four (4) weeks paid vacation plus Titan designated holidays during each twelve (12) month period of his employment hereunder.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applic... | Label: Vacations |
c9fa72c2-b72d-42b4-aae3-06e8900d4486 | Clause:
Without limiting Section IX above, the Board of Directors may amend this Policy from time to time in its sole and absolute discretion and shall amend this Policy as it deems necessary to reflect the Final Rules, to comply with any rules or standards adopted by a national securities exchange on which the Company... | Label: Terminations |
6c7c9ba2-8606-4e85-972f-6e107490efac | Clause:
This Agreement may be executed in one or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. The exchange of a fully executed Agreement (in counterparts or otherwise) by fax or electronic transmission is sufficient to bind the part... | Label: Counterparts |
97fb5f07-49c9-4734-875b-72da29af17a3 | Clause:
EACH OF THE BORROWER, EACH QUALIFIED BORROWER, THE ADMINISTRATIVE AGENT, THE CO-SYNDICATION AGENTS AND THE BANKS HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
Task: Classify this clause i... | Label: Waiver Of Jury Trials |
9570bbe9-4361-4c7d-8d63-20ee85c81a31 | Clause:
Nothing in this Agreement is intended to obligate Newbridge to provide any services other than as set forth above. This Agreement may be executed in counterparts, each of which shall be deemed an original, but which together shall be considered a single instrument. This Agreement constitutes the entire agreemen... | Label: Miscellaneous |
1afe16f2-3274-40a2-b186-c45c58a830c3 | Clause:
All information relating to or concerning the Company or any of its Subsidiaries set forth in this Agreement or in the exhibits hereto is true and correct in all material respects, and the Company has not omitted to state any material fact necessary in order to make the statements made herein or therein, in lig... | Label: Disclosures |
564d72c2-81ae-4631-89eb-ed10555f0e69 | Clause:
The Restricted Stock Units shall become vested as follows: 33.3% of the Restricted Stock Units shall vest on the first anniversary of the Grant Date; 33.3% of the Restricted Stock Units shall vest on the second anniversary of the Grant Date; and 33.4% of the Restricted Stock Units shall vest on the third annive... | Label: Vesting |
181394ec-dfeb-47c5-b5fc-c101d8fda91c | Clause:
In the event the Executive incurs a Disability for a continuous period exceeding 90 days or for a total of 180 days during any period of 12 consecutive months, the Company may, at its election, terminate the Executive's employment during the Term by delivering a Notice of termination (as defined in Section 4.8)... | Label: Disability |
643169ba-f493-4fa1-bd0c-57d9248f837c | Clause:
THIS FIFTH AMENDMENT EMBODIES THE ENTIRE AGREEMENT AMONG THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER THEREOF, AND SUPERSEDES ANY AND ALL PRIOR REPRESENTATIONS AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THIS AMENDMENT. THERE ARE NO ORAL AGREEMENTS AMONG THE PARTIES HERETO WITH RESPECT TO ... | Label: Entire Agreements |
0604f2e9-7116-4577-b69f-cac5ef77040d | Clause:
GKF and JFK shall keep the terms and conditions of this Agreement strictly confidential and neither party shall (except as required by applicable law, regulation or legal process, and only after compliance with the remainder of this paragraph), without the prior written consent of the other party, (i) disclose ... | Label: Confidentiality |
c74ddfe3-422f-44eb-a194-e729dbb0befc | Clause:
Neither the Borrowers nor any ERISA Affiliate maintains or contributes to any Plan or Multiemployer Plan other than those listed on Schedule 7.1-Q hereto. Each such Plan which is intended to be qualified under Section 401(a) of the Internal Revenue Code as currently in effect has been determined by the IRS to b... | Label: Erisa |
afb73226-45cc-4401-8e0a-c966d5ff7fac | Clause:
NantHealth may authorize its Subsidiaries to exercise the rights granted to NantHealth under Section 2.1 , provided that such Subsidiaries agree to comply with the terms and conditions of this Agreement to the same extent that they apply to NantHealth. NantHealth shall be responsible for the acts and omissions ... | Label: Subsidiaries |
c6ca0691-f39c-4c63-a699-60cf95cce5ad | Clause:
Capitalized terms are defined in Exhibit A to this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Bindi... | Label: Definitions |
451464f6-6ac1-4480-983b-c949145aa096 | Clause:
If Grantee accepts the award on or before March 7, 2016, this Agreement will become effective the date the Corporation receives the award acceptance. After this agreement becomes effective, the Corporation will credit to Grantee the number of restricted stock units specified in the award package. Subject to the... | Label: Effective Dates |
46627da0-c746-40ee-a986-686e2f823090 | Clause:
Schedule 6.1.3 states the name of each of the Borrower’s Subsidiaries, its jurisdiction of incorporation, its authorized capital stock, the issued and outstanding shares (referred to herein as the “ Subsidiary Shares ”) and the owners thereof if it is a corporation, its outstanding partnership interests (the ... | Label: Subsidiaries |
2e41f762-afb7-4bb4-b6be-3e9b370f5d75 | Clause:
Whenever notice is required to be given under this Warrant, unless otherwise provided herein, such notice shall be given at its last address as it shall appear upon the warrant register of the Company. The Company shall provide the Holder with prompt written notice of all actions taken pursuant to this Warrant ... | Label: Notices |
d3ac4ddd-49f6-4f44-848c-38a359824644 | Clause:
The Company shall not, and shall use its commercially reasonably efforts to ensure that no Affiliate thereof shall, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of t... | Label: Integration |
6f732130-e567-4074-8544-f445e474d7d9 | Clause:
This First Amendment may be executed in any number of counterparts, but all of such counterparts shall together constitute but one and the same agreement. In making proof of this First Amendment, it shall not be necessary to produce or account for more than one counterpart thereof signed by each of the parties ... | Label: Counterparts |
ba69faea-50a2-45f2-afb3-33af9e45aa42 | 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 |
5a4dc91d-019c-4124-85f3-a404537baf73 | Clause:
You agree that the contents, terms and conditions of this Agreement must be kept confidential by you and may not be disclosed except to your immediate family members, accountants or attorneys, or pursuant to subpoena or court order. You further agree that if asked for information concerning this Agreement, you ... | Label: Confidentiality |
3d97ff8c-ee3c-4ead-94f5-627813d54db3 | Clause:
If you or we breach any term of this Agreement, your Employment Agreement or any other written agreement in effect between you and CSI, CSI, you, or your estate shall be entitled to its available legal and equitable remedies, From the standpoint of CSI, this includes, but is not limited to suspending and recove... | Label: Remedies |
e79dd334-b8cd-4493-913f-ee14a67de904 | Clause:
Any notice or payment provided for in this Agreement shall be deemed given only when actually delivered by courier receipted delivery at the recipient's addresses provided in the first Paragraph of this Agreement. Either Party may change its address for notice or payment by giving notice of such change in accor... | Label: Notices |
4a21cd8b-fbdf-4551-a9b3-239a94caa717 | Clause:
The Company shall report all amounts paid to Consultant pursuant to this Agreement to the U.S. Internal Revenue Service. Consultant shall pay all required taxes on compensation paid to him under this Agreement. Consultant agrees to accept exclusive liability for complying with all applicable state and federal ... | Label: Taxes |
79a4c3ce-b043-46f7-8ecf-94fb8fa3a253 | Clause:
The Parent has furnished to each Lender copies of the consolidated balance sheet of the Parent and its consolidated Subsidiaries as of June 30, 2016, and the consolidated statement of operations of the Parent and its consolidated Subsidiaries for the year ended December 31, 2015 and for the six-month period end... | Label: Financial Statements |
f87f3f40-28f3-4ed8-b947-0a10dd0c6397 | Clause:
Subject to any obligations you may have under applicable law, you will not make or cause to be made any statements that disparage, are inimical to, or damage the reputation of the Company or any of its Affiliates, agents, officers, directors or employees. Nothing in this section shall limit your ability to prov... | Label: Non-Disparagement |
dacc3046-af31-414e-b1d3-56123797a7ac | Clause:
Seller is a corporation duly incorporated, validly existing and in good standing under the laws of England and Wales and has all necessary corporate power and authority to enter into this Agreement and the Bill of Sale (the Bill of Sale together with all other assignments and documents that Seller is to execute... | Label: Authority |
a2031ff0-a7cb-4dcc-bde7-02d3f0baf24c | Clause:
As of the Closing Date, Borrower has no Subsidiaries other than those specifically disclosed in Part (a) of Schedule 5.13, and to the best knowledge of Borrower, all of the outstanding Equity Interests in such Subsidiaries (a) have been validly issued, are fully paid and nonassessable and (b) are owned by a Loa... | Label: Subsidiaries |
644d9bd6-07f6-4b1e-8ac9-ea6bbe1c2764 | Clause:
This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed signature page of this Agreement by facsimile transmission shall ... | Label: Counterparts |
b871b906-41cf-4d79-ac1e-dab89a37c102 | Clause:
Interest accrued on each Base Rate Advance and each Swing Line Loan shall be payable on each Payment Date, commencing with the first such Payment Date to occur after the Effective Date and at maturity. Interest accrued on each Eurocurrency Advance shall be payable on the last day of its applicable Interest Per... | Label: Interests |
db5960a6-5169-4544-9465-e0324d8e2490 | Clause:
Nothing in this Agreement shall permit assignment by Medical Group without the express prior written consent of Manager. Manager shall have the right, without the consent of Medical Group, to assign to its affiliates or subsidiaries all or any portion of its rights, duties and obligations under this Agreement.
... | Label: Assignments |
5d9ca8f0-f65f-40c6-aab0-2bdc600fad37 | Clause:
The Company shall (a) by 9:00 a.m. (New York City time) on the Trading Day immediately following the date hereof, issue a press release disclosing the material terms of the transactions contemplated hereby and (b) file a Current Report on Form 8-K, including the Transaction Documents as exhibits thereto, with t... | Label: Publicity |
2bdd8c2d-f658-4905-820a-2e20f1e11d38 | Clause:
Except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect (other than with respect to the Borrower), each Loan Party will, and will cause each Restricted Subsidiary to do or cause to be done all things necessary to preserve, rene... | Label: Existence |
0897eb78-4685-41e4-8195-4417aca2b1a1 | Clause:
This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York without regard for the conflicts of laws provisions thereunder.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable ... | Label: Governing Laws |
ec0c32e6-6c0d-4a48-b605-12564344e5d2 | Clause:
Subject to the terms of Section 2(c) hereof and the other provisions of this Agreement, this Option will vest and become exercisable in accordance with the following vesting schedule, subject to the Participant’s continued Service as of each Applicable Vesting Date. If such Service requirement is not satisfied ... | Label: Vesting |
19157641-443b-4e07-a576-e42c6a409238 | Clause:
In order to be eligible to receive any benefits under Section 2, Employee must (i) execute and return a general waiver and release in substantially the form attached hereto as EXHIBIT A or EXHIBIT B, as appropriate (a “ Release ”), to the Company within the applicable time period set forth therein and (ii) not ... | Label: Releases |
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