id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
486b3006-72e4-470c-b558-a0a17c1ee2cb | Clause:
After giving effect to (i) the Loans to be made (or, if applicable, Letters of Credit to be issued) on the Closing Date or such other date as Loans requested hereunder are made (or Letters of Credit are issued), (ii) the other transactions contemplated by this Agreement and the other Loan Documents and (iii) th... | Label: Solvency |
3a275ad4-239c-4ce3-87ba-f811cefb0deb | Clause:
The effective date (the “Effective Date”) of this Joinder Agreement is March 17, 2016.
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: Effective Dates |
069ed092-99a1-4f32-ac9e-4034c799a1d0 | Clause:
Borrower irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the courts of the State of Illinois sitting in Cook County and of the United States District Court of the Northern District of Illinois, and any appellate court from any thereof, in any action or p... | Label: Submission To Jurisdiction |
aa04e041-f7fc-4f0b-9a8e-6c5012c46742 | Clause:
Employee hereby represents and warrants that he: (a) is able to enter into this Agreement; (b) is not a party to or bound by any agreement with a third party or other legal obligation that would conflict in any manner with, or restrict him in any way in, the performance of his duties hereunder; (c) has returned... | Label: Warranties |
f730eadb-aee3-4c58-9925-3a75ef579db7 | Clause:
This Agreement shall be governed in all respects, including, but not limited to, as to validity, interpretation and effect, by the internal laws of the State of Delaware, without reference to principles of conflict of law that would require application of the law of another jurisdiction. Subject to the dispute... | Label: Applicable Laws |
88a8e763-515a-4289-b8c4-a57d6602d528 | Clause:
This Agreement shall be governed by and construed in accordance with the Laws of New York excluding (to the greatest extent permissible by Law) any rule of Law that would cause the application of the Laws of any jurisdiction other than the State of New York.
Task: Classify this clause into ONE of these types (... | Label: Governing Laws |
d9c246df-3e5b-43fe-9bd2-e1872cb57518 | Clause:
Except as otherwise expressly provided in this Agreement, whether or not the transactions contemplated by this Agreement are consummated, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be borne by the Party incurring such costs and expenses. Notw... | Label: Expenses |
0391fa8a-18ab-44ae-bffe-b71b125f653b | Clause:
Upon the terms and subject to the conditions set forth in this Agreement and in consideration of [●] [NTD: $1.50 per share] Thousand United States Dollars (US$ [●] ) (the “ Purchase Price ”) delivered by the Subscriber to the Company on the Funding Date, the Company hereby agrees to issue the Shares and the War... | Label: Sales |
c284448d-14ee-4aac-ba7b-80d9f4c4bc4e | Clause:
This Lease sets forth the entire agreement between the parties relating to the subject matter hereof and supersedes any previous agreements (none of which shall be used to interpret this Lease). Tenant acknowledges that in entering into this Lease it has not relied upon any representation, warranty or statement... | Label: Entire Agreements |
1778655f-cb66-4197-8ad7-cf3323a22caf | Clause:
Each of Borrower and Lender hereby irrevocably waives, to the fullest extent permitted by law, 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. The agreements in this Section shall survive repayment of the Loans and ... | Label: Waiver Of Jury Trials |
86b544b3-2804-4028-b6b7-158354d6863b | Clause:
If any provision of this Agreement or application to any Party or circumstances shall be determined by any court of competent jurisdiction to be invalid and unenforceable to any extent, the remainder of this Agreement or application of such provision to any Party or circumstance, other than those as to which it... | Label: Severability |
8a8cc1fb-d32b-4220-ad48-1d7f99bb9de6 | Clause:
Seller shall not make any public announcements concerning this transaction without the prior written agreement of the PrivateCo, other than as may be required by applicable law or judicial process. If for any reason the transactions contemplated hereby are not consummated, then the Seller shall return any infor... | Label: Confidentiality |
efc2d741-0fbb-4421-813c-906c72323022 | Clause:
EMPLOYEE agrees and acknowledges that he is entitled to no other severance payments or severance benefits and that no severance payments described in paragraph 4 herein will be made unless and until EMPLOYEE has fulfilled all of his obligations under this Agreement, including signing the Release contained herei... | Label: Releases |
4ef4316a-61ad-4a6f-99f4-5eff7d684936 | Clause:
Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this F... | Label: Further Assurances |
fc8c2cda-9df3-441f-bdec-8e7ff70e81d7 | Clause:
Other than to other Persons party to this Agreement, such Purchaser has maintained the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, ... | Label: Confidentiality |
b8d572b7-e7f8-4cbe-b129-07b029a11ab7 | Clause:
The Board or the Committee, at any time, and from time to time, may amend the Plan and/or the terms of the Restricted Stock Units; provided, however , that the rights provided under Restricted Stock Units outstanding at the time of any such amendment shall not be impaired by any such amendment unless the Partic... | Label: Amendments |
06de56ee-f981-410b-9468-726839e01a66 | Clause:
Each provision of this Agreement is independent, and if any provision of this Agreement shall be found or held to be unenforceable or invalid in any jurisdiction by any competent authority, the remaining provisions shall remain enforceable and valid in such jurisdiction.
Task: Classify this clause into ONE of ... | Label: Severability |
37e9d5fa-d2f2-4bf9-8c9a-7ae786234b12 | Clause:
This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes any and all prior representations, agreements, programs, written or oral, expressed or implied, with the exception of (a) any confidentiality, non-solicitation, non-competition and/or assignmen... | Label: Entire Agreements |
405d9249-5ffe-43ce-ba5c-644cf9120267 | Clause:
Capitalized terms used but not defined herein shall have the meaning set forth in the Original 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, ... | Label: Construction |
67833ecc-2783-41d4-bc22-6e137ec404cb | Clause:
There are no actions, suits, proceedings or investigations pending or, to the knowledge of any Loan Party, threatened against such Loan Party or any Subsidiary of such Loan Party at law or equity before any Official Body which individually or in the aggregate may result in any Material Adverse Change. None of t... | Label: Litigations |
edeb4ff5-946c-4f54-9b37-be625367eb8d | Clause:
Employee’s employment shall end on the date of Employee’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, Base Salary, Benefits, Bi... | Label: Death |
873c0f09-5f85-427e-9ea6-2ffddd4da551 | Clause:
Interest on Advances shall be payable quarterly in arrears on the first day of each fiscal quarter with respect to Domestic Rate Loans and, with respect to LIBOR Rate Loans, at (a) the end of each Interest Period, and (b) for LIBOR Rate Loans with an Interest Period in excess of three months, at the end of each... | Label: Interests |
0095f3dd-a6ea-4c1c-adbe-21386674334e | Clause:
All issues and questions concerning the construction, validity, enforcement and interpretation of this Agreement and the Schedules and Exhibits hereto shall be governed by, and construed in accordance with, the laws of the State of New York without giving effect to any choice of law or conflict of law rules or ... | Label: Governing Laws |
96b39a67-acdf-4f29-a641-e52f48f5dff1 | Clause:
Employee shall be compensated at an annual base salary of $330,000 (the “ Base Salary ”) while Employee is employed by Employer under this Agreement, subject to such annual increases that Employer may, in its sole discretion, determine to be appropriate. Such Base Salary shall be paid in accordance with Employe... | Label: Base Salary |
eda2569e-bd23-4f96-8c77-33fd20bb49da | Clause:
All representations and warranties made by NBPC in this Agreement shall be true and correct on and as of the Closing Date.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Ass... | Label: Representations |
305589e1-5080-4f8d-993f-f4fb34a09a6e | Clause:
Purchaser covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company pursuant to the 8K as described in Section 4.6, such Purchaser will maintain the confidentiality of the existence and terms of this transaction and the information included in the Di... | Label: Confidentiality |
3bbbf1f1-c1a0-4946-8eb6-9b6038ad143b | Clause:
This Agreement may be executed in one or more counterparts, each of which when executed and delivered shall be deemed to be an original and all of which counterparts taken together shall constitute one and the same instrument. This Agreement shall become binding when one or more counterparts taken together shal... | Label: Counterparts |
8775c39d-03b3-48a4-b721-7a03f5da6022 | Clause:
In the event that the Executive breaches or threatens to breach any provisions of Section 6 or this Section 7, then the Company will suffer irreparable harm and monetary damages would be inadequate to compensate the Company. Accordingly, in addition to any other rights which the Company may have, the Company sh... | Label: Enforcements |
0c00134f-17a4-4dc5-b108-b9dbf2e0d147 | Clause:
The requirements of this Section will be interpreted and applied in a manner consistent with applicable Treasury Regulations. To the extent permitted under such Treasury Regulations, the Administrative Committee may elect to use any optional or alternative methods of applying the limitations of this Section.
T... | Label: Interpretations |
82b8b599-ebcd-417d-a806-7a74a3595b89 | Clause:
THE MORTGAGOR AND THE MORTGAGEE HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BEFORE A JURY IN CONNECTION WITH ANY DISPUTE, PROCEEDING OR CLAIM ARISING OUT OF, OR IN ANY WAY RELATED TO, THE LOAN, THIS MORTGAGE OR ANY OF THE OTHER LOAN DOCUMENTS.
Task: Classify this clause into ONE of these types (exactly one... | Label: Waiver Of Jury Trials |
a7edd7e8-7341-4558-bb43-ba1aea6a4ebe | Clause:
Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the ap... | Label: Releases |
12f24f6d-744f-4db0-9288-c9524f93f8c7 | Clause:
The parties hereto acknowledge and agree that this Agreement shall be governed by, construed and enforced in accordance with the laws, and in the courts, of the State of Michigan.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, ... | Label: Governing Laws |
898e6e2d-be00-4279-93e8-71a2dd8564f3 | Clause:
The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Ad... | Label: Successors |
65b5b5b2-53de-476e-882f-b0b9efa25131 | Clause:
The validity, performance, construction and effect of this Plan shall be governed by the laws of the State of Nevada, without giving effect to principles of conflicts of law.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Appli... | Label: Governing Laws |
bf6cd7ff-db4d-4940-bdd8-ee649de940de | Clause:
Any Lender may at any time, (x) without the consent of, or notice to, any Borrower or Administrative Agent, sell participations to any Person (other than a natural person, a Defaulting Lender, Sponsor, any Affiliate of Sponsor, a Borrower or any of Borrowers’ Affiliates or Subsidiaries (except as provided in su... | Label: Participations |
71c308f0-4f85-4830-9c3f-031e6d62df52 | Clause:
Executive and the Company agree that the covenants contained in Sections 7, 8, 9, 10 and 11 (the “Covenants”) are reasonable under the circumstances, and further agree that if in the opinion of any court of competent jurisdiction any such Covenant is not reasonable in any respect, such court shall have the righ... | Label: Remedies |
b8b79c79-6877-4dd3-bc69-739787c45388 | Clause:
The Committee may from time to time amend or modify this Executive Incentive Plan, provided that no such action shall adversely affect Awards previously granted hereunder.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicab... | Label: Amendments |
020023eb-6594-42be-856b-90733da57285 | Clause:
Pieris shall maintain, and shall, if applicable, cause its Affiliates to maintain, complete and accurate records of Products that are sold, leased or transferred under this Agreement, any amounts payable to Enumeral in relation to such Products, which records shall contain sufficient information to permit Enume... | Label: Records |
e7e510e0-799a-4ba6-b871-869d2eccc18a | Clause:
This Agreement contains the entire understanding between the parties and supersedes any prior understanding or agreement between them respecting the subject matter hereof. There are no representations, agreements, arrangements or understandings, oral or written, between or among the parties relating to the sub... | Label: Entire Agreements |
9920ed50-a0b7-4a72-a207-dc7c8f261760 | Clause:
The April 30, 2016 audited consolidated financial statements of the Borrower and its Subsidiaries, and their unaudited financial statements dated as of July 30, 2016, delivered to the Lender were prepared in accordance with GAAP in effect on the date such statements were prepared and fairly present the consolid... | Label: Financial Statements |
d316bb4d-d1c9-4f49-ac7d-a6b4ddca4b6a | Clause:
Each Party shall take all further actions, at the reasonable request and expense of the other Party, to further the intents and purposes of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approva... | Label: Further Assurances |
14dc09ea-d738-4fff-b3a7-542201c32aa3 | Clause:
All terms defined in the Uniform Commercial Code of the State of New York (the “UCC”) and used herein, unless defined herein or in the Securities Purchase Agreement, shall have the same definitions herein as specified in the UCC.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustmen... | Label: Definitions |
1720b143-9a1d-4559-8937-e560b70da7c5 | Clause:
The terms and conditions of this Agreement are confidential, and except as otherwise required by law, or disclosure in any filing required of such party or such party’s affiliate with any securities commission or other regulatory agency or as may be required by the securities listing requirements applicable to ... | Label: Confidentiality |
32eb7478-1aa4-45b4-851a-bf705725edfd | Clause:
I t h a s f i l e d ( o r ob t a in e d eff e c t i ve e x t e nsi o ns f or f i l i n g ) a ll r e qui r e d in c o me t a x re tu r ns a n d a ll o t h e r m a t er i a l t a x re tu r ns, do m e st i c a n d f o re i g n, re q u ir e d t o b e f i l e d b y it a nd h a s p a id a ll m a t e r i a l t a x e s... | Label: Taxes |
8f5398c4-1022-4dee-9699-3a5fcc1dc5fb | 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 |
72b9f9da-665e-41f0-940e-85840ad46fc8 | Clause:
Landlord represents and warrants to Tenant that Landlord and the person signing on its behalf are duly authorized to execute and deliver this Amendment and that this Amendment constitutes its legal, valid and binding obligation. Tenant hereby represents and warrants to Landlord that Tenant and each person signi... | Label: Authority |
54370b29-6c2f-4c1f-a3ab-e34a1983d4d3 | Clause:
Directly or indirectly, purchase, acquire or lease any property from, or sell, transfer or lease any property to, or otherwise enter into any transaction or deal with, any Affiliate, except (x) the TCP Intercompany Loans by Holdings to TCP or (y) any other transaction disclosed to the Agent, which, in each case... | Label: Transactions With Affiliates |
8bfee0fa-910c-4162-bff8-8579d6137d46 | Clause:
The grant of Performance Shares and the issuance of shares of Stock hereunder shall be subject to, and shall comply with, any applicable requirements of any foreign and U.S. federal and state securities laws, rules and regulations (including, without limitation, the provisions of the Securities Act, the Exchang... | Label: Compliance With Laws |
50a1aa16-6017-4ea2-b0cd-23627aecab8f | Clause:
Except as set forth in the SEC Reports, in the Bankruptcy Schedules, or as set forth in Schedule 4.1(p) , to the Knowledge of the Company, none of the current officers or directors of the Company and, to the Knowledge of the Company, none of the employees of the Company is presently a party to any transaction w... | Label: Transactions With Affiliates |
aa46173e-0282-45f6-807b-e7ab08ae4fc9 | Clause:
The Loan, or so much of it as the Lender shall advance to the Borrower, shall be repaid in accordance with the terms and provisions of the Note. Amounts repaid under the Loan shall not be available for re-Advance.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, ... | Label: Payments |
9109394e-1146-4ec5-95c9-2d4e94ddf4df | Clause:
Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Securities Purchase Agreement (the “Purchase Agreement”), dated December 1, 2016, among the Company and the buyers signatory thereto.
Task: Classify this clause into ONE of these types (exactly one label):... | Label: Definitions |
06a11d20-0964-48f0-a2ef-41e222cdd390 | Clause:
Sellers’, Underlying Repurchase Counterparty, or Guarantors’ audited annual financial statements or the notes thereto or other opinions or conclusions stated therein shall be qualified or limited by reference to the status of Sellers, Underlying Repurchase Counterparty, or Guarantors as a “going concern” or a r... | Label: Financial Statements |
c358180c-6f4b-4f0e-a001-11b4b43bd3e0 | Clause:
Executive agrees to cooperate, in a reasonable manner and at the expense of the Company, with the Company and its attorneys, both during and after the termination of Executive’s employment, in connection with any litigation or other proceeding arising out of or relating to matters in which Executive was involve... | Label: Cooperation |
1588e223-e700-40b5-8f83-8f787f536efe | Clause:
Consolidate or merge with or into any other Person or sell, lease or transfer all or substantially all of its property and assets, or agree to do any of the foregoing, unless (i) no Lease Event of Default has occurred and is continuing or would result immediately after giving effect thereto, (ii) if such Origin... | Label: Sales |
1cf2be5b-d263-4cb5-9b0b-153ae1ce041d | Clause:
To the fullest extent permitted by law, and as separately bargained-for consideration to the Lender, each Borrower waives any right to trial by jury (which the Lender also waives) in any action, suit, proceeding or counterclaim of any kind arising out of or otherwise relating to any of this Agreement, the Relat... | Label: Waiver Of Jury Trials |
e6506e09-1644-4970-822b-aaf7f50b7ab1 | Clause:
Unless otherwise indicated, the address on the first page of this document is the legal residence of the Subscriber, and all offers and communications in connection with the offering of the shares of Common Stock subscribed to herein have been conducted at such address. The Subscriber, if a foreign person, repr... | Label: Miscellaneous |
9bf9057f-7022-4320-bc0c-1084a4aa8e02 | Clause:
The execution, delivery and performance of this Agreement and the Ancillary Agreements to be executed, delivered and performed by Buyer and the consummation of the transactions contemplated hereby and thereby are within the corporate powers of Buyer and have been duly authorized by the Board of Directors of Buy... | Label: Authority |
b07b6e5b-242d-4960-9a02-29781da63273 | Clause:
This Note shall ( a ) be binding upon the Borrower and his personal representatives, estate, heirs, devisees, legatees and assigns, ( b ) inure to the benefit of the Borrower and his assigns and ( c ) be binding upon and inure to the benefit of the Lender and its respective successors and assigns, except that t... | Label: Binding Effects |
067f2346-3e06-4c51-bf23-96292e67d67e | Clause:
This Agreement shall be governed by, and construed in accordance with, the laws of the State of Connecticut, without reference to principles of conflict of laws. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect. This Agreement may not be amended or modified ... | Label: Governing Laws |
646bb969-e3a0-41e1-ad38-f33523fbb41e | Clause:
This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts (including by telecopy and electronic transmission), and all of such counterparts taken together shall be deemed to constitute one and the same instrument. A set of the copies of this Agreement... | Label: Counterparts |
a614f022-0cd8-4751-8848-850939752e88 | Clause:
The Company may, in its sole discretion, decide to deliver any documents related to the Stock Payment Award or any future Stock Payment Awards granted under the Plan by electronic means or request Participant’s consent to participate in the Plan by electronic means. Participant hereby consents to receive such d... | Label: Participations |
9c071986-c86f-45dc-8fda-e0c9cdf1fa35 | Clause:
This Agreement and the Employee Agreement collectively constitute the entire agreement between the parties and supersede all prior communications, agreements and understandings, written or oral, with respect to the terms and conditions of the Executive’s employment (except for the provisions of the Prior Agreem... | Label: Entire Agreements |
463d1d11-01fc-4169-89af-845b7e5bcd7d | Clause:
All notices or other communications to be given or delivered in connection with this Grant Notice shall be either in electronic format or in writing and shall be deemed to have been properly served if delivered electronically, personally, by courier, or by certified or registered mail, return receipt requested ... | Label: Notices |
cdc1895f-efee-4ef2-b3c5-f61218a3338e | Clause:
Any disputes arising under or in connection with this Agreement shall be resolved by binding arbitration, to be held in New York, New York in accordance with the Employment Arbitration Rules, as amended from time to time, of the American Arbitration Association (the “AAA”). Brixmor and Executive will each selec... | Label: Arbitration |
4f4e5261-2506-44c7-9e54-4d96307abded | Clause:
This Assignment may be executed in any number of counterparts with the same effect as if all of the parties had signed the same document. All counterparts shall be construed together and shall constitute one agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreeme... | Label: Counterparts |
33473497-3947-490d-94e0-ac810081a757 | Clause:
All payments by Ameris or the Manager to the other party pursuant to this Agreement (including the Exhibits hereto) shall be made by wire transfer of immediately available funds in U.S. dollars.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Co... | Label: Payments |
5c1114ba-e7e6-4b97-8d15-65355b4b83b8 | Clause:
If any term or provision of this Lease shall, to any extent, be declared illegal, invalid, void or unenforceable, the remaining provisions hereof shall not be affected or impaired thereby unless the term is material to this Lease, in which case the Parties agree in good faith to renegotiate the term. All other... | Label: Severability |
94af2d89-245a-4e1c-9775-7c64652f2c7c | Clause:
Other than the Specified Transaction and the transactions contemplated under the Loan Documents and the Second Lien Loan Documents, the Parent will not, and will not permit any Restricted Subsidiary to, enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of Property ... | Label: Transactions With Affiliates |
42e2565e-4825-4d0c-8673-cd9c2084d35b | Clause:
Create, incur, assume or suffer to exist, any Lien upon the Collateral except, to the extent constituting Liens, rights of the Agencies.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, As... | Label: Liens |
bcca26de-e883-44f5-b130-1f6715dcb0cf | Clause:
(a) This Agreement is governed by, and is to be construed in accordance with, the laws of the State of New York. Each provision of this Agreement is severable from every other provision of this Agreement for the purpose of determining the legal enforceability of any specific provision.
Task: Classify this clau... | Label: Miscellaneous |
794f030e-0fa1-4a9f-8cff-5940ac3b1b3c | Clause:
Except as provided under Section 4.3, if a Participant has a voluntarily Termination of Service or is terminated for Cause prior to the last day of an Award Period, then such Participant shall not be entitled to receive any payment under the Program with respect to his or her Award for any Performance Periods ... | Label: Forfeitures |
a08ae76c-f6a1-4e6b-b15c-be6c6fda5abb | Clause:
Each of the Lenders hereby irrevocably appoints Bank of America to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the Administrative Agent by the... | Label: Authority |
acc06ebc-2915-499a-ad05-5298e8691a94 | Clause:
(b) The Borrower agrees to pay interest in respect of the unpaid principal amount of each Loan from the date the proceeds thereof are made available to the Borrower until the maturity (whether by acceleration or otherwise) of such Loan at the Fixed Rate or if an election is made by the Borrower to elect the Flo... | Label: Interests |
8f6b7171-c77f-4fe4-9347-681f01c73096 | Clause:
THE EMPLOYEE HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY AND IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION BASED ON THIS AGREEMENT, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH, THIS AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN... | Label: Waiver Of Jury Trials |
e5c325fd-c6ca-4735-8bf7-fa0661219616 | Clause:
(i) Each of the Acquisition Agreement Representations shall have been accurate as of 8:00 a.m. (eastern Australian time) on the Second Court Date and (ii) each of the Specified Representations shall be accurate on the Funding Date, and the Administrative Agent shall have received a certificate, dated as of the ... | Label: Representations |
0df4d5fe-15a0-49f3-946c-4ff536c44f73 | Clause:
The Borrower will, and will cause each of its Material Subsidiaries to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges and franchises material and necessary or desirable to the conduct of its busi... | Label: Existence |
7965dec7-0daa-4257-9a80-29913ec0e617 | Clause:
Neither this Agreement nor any of the rights or obligations hereunder shall be assigned by any of the parties hereto without the prior written consent of the other parties; provided, however, that the Principal Stockholders may each assign any of its respective rights hereunder to any of its Affiliates. Subject... | Label: Assignments |
de9b5a4d-2c8a-46ef-aa6b-07550b1d86ff | Clause:
Performance-Based Vesting. On the Determination Date, the Committee shall determine whether the Performance Goal has been achieved for the Performance Period, and shall specify the level of any such achievement (the “ Performance Factor ”) (and, accordingly, the number of earned Shares subject to this Award), b... | Label: Vesting |
6b1f0cbd-f5e2-433c-a3c9-2d741d928b5a | Clause:
There is no litigation or proceeding pending or, to the knowledge of Purchaser, threatened, against Purchaser, which, if adversely determined, would prohibit or materially interfere with the consummation by Purchaser of the transactions contemplated herein.
Task: Classify this clause into ONE of these types (e... | Label: Litigations |
6ca2cb3b-34f9-460c-af42-bda98207765b | Clause:
You agree that you will at all times act in compliance with the Company’s policies and procedures, and any law governing the Company or your employment. You understand and agree that the Company policies and procedures do not create any contractual relationship between you and the Company, and the policies and... | Label: Compliance With Laws |
fc6e1f1a-e80b-415c-b74a-b11ae4c4104d | Clause:
Any dispute, claim or controversy arising out of or relating to this Agreement shall be subject to the dispute resolution proceedings set forth in Section 11.8 of the JV Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws,... | Label: Arbitration |
f8b4010d-f3d1-4287-be67-2a7ff0836dc0 | Clause:
If a Participant incurs a termination of employment for any reason other than as provided in Section 2, the Participant shall automatically forfeit any unvested RSUs without payment therefor.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corru... | Label: Forfeitures |
2c52b6ce-05db-4c50-99a3-5a61b37ba1f9 | Clause:
Except as set forth in Schedule 4.8A to the Credit Agreement and except as would not reasonably be expected to have a Material Adverse Effect, such Grantor owns or has rights in each item of the Collateral; and such Collateral is free and clear of any and all Liens except as permitted by the Loan Documents. Exc... | Label: Titles |
295068de-3b2f-4006-9159-338e04d8a2e7 | Clause:
During the “Term” (as defined in Section 3 below), the Company will pay to Executive a base salary at a rate of $450,000 per annum, which may be reviewed and increased (but not decreased) from time to time in the normal course of business (such annual salary, as in effect from time to time, to be referred to he... | Label: Base Salary |
12396452-c581-4bf3-9bfa-26280defa8a9 | Clause:
This Agreement shall remain in force and be binding so long as the applicable period of assessments (including extensions) remains unexpired for any tax es contemplated by this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruptio... | Label: Survival |
7d072d91-7385-42b6-8c37-5a0334bae20e | Clause:
This Agreement, together with the Side Letter, constitutes the entire agreement between the parties and supersedes any prior agreements, promises, negotiations between Manager and Owner relating to the subject matter of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adj... | Label: Entire Agreements |
74c090e9-671e-49fe-9ac4-04499d1bd55a | Clause:
If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect the validity, legality or enforceability of any other term or provision of this Agreement or invalidate or render unenforceable such invalid term ... | Label: Severability |
76faa194-4d5b-4b35-8e64-5f6e35302766 | Clause:
T HIS T ENTH A MENDMENT ( INCLUDING , BUT NOT LIMITED TO , THE VALIDITY AND ENFORCEABILITY HEREOF ) SHALL BE GOVERNED BY , AND CONSTRUED IN ACCORDANCE WITH , THE LAWS OF THE S TATE OF N EW Y ORK .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-... | Label: Governing Laws |
a5318a8a-6fed-4a17-b98e-279511fc3759 | Clause:
Each Party shall provide the other Party reasonable assistance and cooperation in the Patent prosecution efforts provided above in Section 7.3(b) during the Term and in Section 7.3(a) during and after the Term, including providing any necessary powers of attorney and executing any other required documents or in... | Label: Cooperation |
9c20f65f-f6ed-4113-9079-2da695232e05 | Clause:
No waiver of any provision of this Agreement shall be effective unless the same shall be in writing and signed by the party to be charged, and then such waiver shall be effective only in the specific instance and for the specific purpose for which given.
Task: Classify this clause into ONE of these types (exac... | Label: Waivers |
f4e2ed9e-f176-4b95-a257-a0895e9f1865 | Clause:
All payments to be made by the Borrowers shall be made free and clear of and without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrowers hereunder shall be made to the Administrative Agent, for the account of t... | Label: General |
f0c72914-396c-4b50-a902-c4fa8f698c5a | Clause:
The Loan Documents embody the entire agreement and understanding among the Agent, each Issuing Bank and the Lenders, and between the Agent, each Issuing Bank and the Lenders on one hand, and the Borrowers individually on the other hand, and supersede all prior agreements and understandings among and between suc... | Label: Entire Agreements |
dd2bbc31-bda4-4277-a9e9-86fbb3c1c1c2 | Clause:
Subject to the right of each party to seek specific performance (which right shall not be subject to arbitration), if a dispute arises out of or is in any way related to this Agreement or the asserted breach thereof, such dispute shall be referred to arbitration before the American Arbitration Association the (... | Label: Arbitration |
f6494ec8-ebad-40a9-a127-eeb57fe38963 | Clause:
All notices hereunder shall be sufficient upon receipt for all purposes hereunder if in writing and delivered personally, sent by documented overnight delivery service or, to the extent receipt is confirmed, telecopy or other electronic transmission service to the appropriate address or number (a) if to the Com... | Label: Notices |
6fae5a25-f96e-4563-b0e0-fdf7f77b2c3a | Clause:
The parties agree that nothing in this Agreement shall in any way abrogate the right of the Company and the Employee to enforce by injunction or otherwise the due and proper performance and observance of the several covenants herein contained to be performed by the Employee or the Company or to recover damages ... | Label: Enforceability |
72c31cfa-8068-4645-8030-97e310556621 | Clause:
The Company has five Subsidiaries: Leomotors Korea, Inc., LGM Co. Ltd., Leo Trading, Inc., Leo Motors Factory 1, Inc. and Leo Motors Factory 2, Inc. The Company owns, directly or indirectly, the capital stock or other equity interests of each Subsidiary, in the amounts set forth on Schedule 3.1(a), free and cl... | Label: Subsidiaries |
9a6ba3bf-d1bf-409c-a11b-ede01b3fa15b | Clause:
Commencing on the Effective Date and continuing through the duration of the Term, the Company hereby agrees to pay to Executive an annualized base salary of Two Hundred Seventy Five Thousand Dollars ($275,000) (the “ Salary ”) payable in equal installments on the Company’s regularly-scheduled paydays as it is e... | Label: Base Salary |
be9aa13c-a47f-4ae2-b875-cf9bc20be6c9 | Clause:
To enable the Committee to perform its functions, the Employer shall supply full and timely information to the Committee on all matters relating to the compensation of all Participants, their continuous regular employment, their retirement, death, or the cause for termination of employment, and such other perti... | Label: Disclosures |
36b96eeb-5715-4a13-b9d8-913696f76ae6 | Clause:
In connection with any exercise, the Participant will be required to satisfy applicable withholding tax obligations as provided in Section 17(c) of the Plan.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Appro... | Label: Tax Withholdings |
1be00a64-9065-48e4-a12e-fa36fb889540 | Clause:
This Agreement has been, and each of the Rights Agreements, when delivered hereunder, will have been, duly executed and delivered by the Subscriber. This Agreement constitutes, and each of the Rights Agreement when so delivered will constitute, a legal, valid and binding obligation of the Subscriber, enforceabl... | Label: Binding Effects |
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