id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
71926686-5488-4e85-af6f-b3ba533cd0a1 | Clause:
Any dispute arising out of or relating to this Agreement or the alleged breach of it, or the making of this Agreement, including claims of fraud in the inducement, shall be discussed between the disputing parties in a good faith effort to arrive at a mutual settlement of any such controversy. If, notwithstandin... | Label: Arbitration |
0227cc62-7669-4aff-bf53-3de84221d034 | Clause:
Schedule 7.17 sets forth a description of all insurance maintained by or on behalf of the Borrower and its Subsidiaries as of the Closing Date. Except as noted on Schedule 7.17 , as of the Closing Date, all premiums in respect of such insurance have been paid. The Borrower believes that the insurance maintained... | Label: Insurances |
99f94e7f-d8e1-48bc-9879-5435d796a00a | Clause:
Notwithstanding the foregoing, the Executive will be entitled to indemnification for all claims to the full extent permitted by Company by-laws and applicable law during and after the termination of Executive’s employment.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agr... | Label: Indemnifications |
7141403b-8aa8-447d-8ae5-5a69eb85c879 | Clause:
If a Default shall occur and be continuing, the Secured Party may, by written notice to the relevant Debtor, take any or all of the following actions: (i) declare the entire right, title and interest of such Debtor in and to each of the Copyrights, Patents and Trademarks, together with all trademark rights and ... | Label: Intellectual Property |
df6715e6-727d-45b6-80ea-8fd0d9fd7646 | Clause:
All notices shall be in writing and shall be deemed to have been properly given on the earlier of (i) when delivered in person, (ii) when deposited in the United States Mail, with adequate postage, and sent by registered or certified mail with return receipt requested, to the appropriate party at the address se... | Label: Notices |
4e332b3d-ffb8-418d-8262-129b51711105 | Clause:
During the Term (as defined below), Executive will serve as Chief Executive Officer of the Company, reporting to the Board of Directors, and assuming and discharging such responsibilities as are commensurate with Executive’s position. During the Term, Executive will provide services in a manner that will faithf... | Label: Duties |
c7337cd4-bd6f-4665-89d8-dd0fabc8d48f | Clause:
The Company shall (a) by 5:00 p.m. (New York City time) on the Trading Day 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 the Commission within the time ... | Label: Publicity |
12e92f51-5601-4619-9ff9-ae6feacf5258 | Clause:
The Parent and its Subsidiaries have timely filed all Federal and other material Tax returns required to be filed, and have timely paid all Federal and other material Taxes, assessments, fees and other governmental charges, in each case, in the nature of a Tax (including satisfying its withholding Tax obligatio... | Label: Taxes |
6fa99812-9124-49e9-b14c-2662969a2a4b | Clause:
Provided there is an Outstanding Balance, on each Installment Date (as defined below), Borrower shall pay to Lender an amount equal to the Installment Amount (as defined below) due on such Installment Date in accordance with Section 8. All payments owing hereunder shall be in lawful money of the United States o... | Label: Payments |
444558f9-6707-4063-b907-c225fab69eac | Clause:
This Agreement shall be deemed to be a contract under and construed in accordance with the Laws of the State of New York without regard to its conflict of laws principles. Each standby Letter of Credit issued under this Agreement shall be subject either to the rules of the Uniform Customs and Practice for Docum... | Label: Governing Laws |
3ba6f139-70cd-43fb-b034-2abaac87d362 | Clause:
All sums required to be paid under or in connection with this Agreement for Flamel Technology are to be treated as exclusive of VAT, and Elan shall pay to Flamel an amount in respect of VAT properly chargeable on any amounts due under this Agreement in addition to the sums otherwise payable. Flamel shall issue ... | Label: Taxes |
70773d14-d128-4c75-a04d-de80114f9a47 | Clause:
Subject to the terms and provisions set forth in this Agreement, during the Term of Employment, Executive shall be employed as the Chief Executive Officer and President of Parent and Company and in such other positions with Company and its Affiliates (for no additional compensation) as may be determined by the ... | Label: Duties |
5225c735-fa07-42b9-a78c-33db634bc392 | Clause:
If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith, in order to maintain the economic position enjoyed by each party as close as possible to that under the provision rendered unenforceable. In the event tha... | Label: Severability |
966f5ef5-e0e2-4b97-8414-ecc6ca5b4bee | Clause:
The Company agrees that, from time to time upon the written request of Purchasers’ Agent, the Company will execute and deliver such further documents and do such other acts and things as Purchasers’ Agent may reasonably request in order fully to effect the purposes of this Agreement.
Task: Classify this clause... | Label: Further Assurances |
9e15004f-6458-4a94-96b2-cf1fe5884f2c | Clause:
No representation or warranty made by Lani Pixels in this Agreement or in any document furnished in connection herewith contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements herein or therein not misleading.
Task: Classify this clause into ONE of ... | Label: Disclosures |
414c9c88-e172-4f62-9aaf-7a2dd212abbd | Clause:
The Parties shall not, and shall not authorize any other Person to, disparage any other Party or any of its directors, officers, employees or properties in any manner that would reasonably be expected to harm the business, business reputation or personal reputation of such other Party, or any of its directors, ... | Label: Non-Disparagement |
e69a1a2b-ca9c-4e1b-bef5-f9dedc4998b8 | Clause:
The issued and outstanding shares of capital stock of the Company have been validly issued, are fully paid and non-assessable and, other than as disclosed in the Registration Statement or the Prospectus, are not subject to any preemptive rights, rights of first refusal or similar rights. The Company has an auth... | Label: Capitalization |
62569b11-094d-4076-bbe3-35ab109ee724 | Clause:
This Agreement shall be binding upon and inure to the benefit of the Parties named herein and their respective successors and permitted assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other Party.
Task: Class... | Label: Assignments |
bb9abf52-c135-4a78-a34d-32bb813e4da1 | Clause:
This Agreement constitutes the entire and only agreement between the Company and me respecting the subject matter hereof, and supersedes all prior agreements and understandings, oral or written, between us concerning such subject matter. No modification, amendment, waiver or termination of this Agreement or of... | Label: Entire Agreements |
cda2cdec-5476-4273-ac89-2b6e6b52f63d | Clause:
Except as set forth in Section 8.6, the right of any Member or any other person to any benefit or to any payment hereunder or to any separate account shall not be subject to alienation or assignment, and if such Member or other person shall attempt to assign, transfer or dispose of such right, or should such ri... | Label: Assignments |
722b7b39-901f-4b77-857d-6d492a79dd06 | Clause:
Executive will be reporting to the Company’s Board of Directors. Within the limitations established by the Bylaws of the Company, the Executive shall have each and all of the duties and responsibilities of his or her position and such other duties on behalf of the Company as may be reasonably assigned from time... | Label: Duties |
6958c0e1-04f6-4e39-8205-6aad06de4c26 | Clause:
For purposes of this Amendment No. 1, all terms used herein which are not otherwise defined herein, including but not limited to, those terms used in the recitals hereto, shall have the respective meanings assigned thereto in the Credit Agreement.
Task: Classify this clause into ONE of these types (exactly one... | Label: Definitions |
579a2bd4-98d1-4efa-beb8-af566523597e | Clause:
Each notice relating to this Agreement shall be deemed to have been given on the date it is received. Each notice to the Company shall be addressed to its principal office in Omaha, Nebraska, Attention: Compensation. Each notice to the Director or any other person or persons entitled to receive shares issuable ... | Label: Notices |
af6cd37a-8b18-4a05-a277-6114fc1816f0 | Clause:
Any notice or document required or permitted to be delivered hereunder shall be in writing and shall be effective upon delivery if personally delivered or sent by overnight courier, or three (3) Business Days after mailing if mailed via US Mail. All notices shall be personally delivered, delivered by overnight ... | Label: Notices |
d5290d7d-3a99-43af-ad5c-846746a6c9c9 | Clause:
This Amendment, together with the Loan Agreement and the other Loan Documents, constitutes the entire agreement between the Lender and the Borrowers concerning the subject matter hereof, and may not be altered or amended except by written agreement signed by Lender. PURSUANT TO UTAH CODE SECTION 25-5-4, EACH BO... | Label: Amendments |
59032b68-3397-4fd3-963e-bc363aec97cb | Clause:
After the Effective Date, Mr. Fitzgerald shall remain eligible for coverage as a director and/or officer of the Company under all D&O insurance policies maintained by the Company as of the Effective Date, subject, however, to the terms, conditions, exclusions and limitations of such policies.
Task: Classify th... | Label: Indemnifications |
e679e014-8893-439d-95f7-707eaba33f4e | Clause:
If one or more provisions of this Note are held to be unenforceable under applicable Law, such provision(s) shall be excluded from this Note and the balance of this Note shall be interpreted as if such provision(s) were so excluded and shall be enforceable in accordance with its terms.
Task: Classify this clau... | Label: Severability |
7a854e5d-dae4-40fe-a12e-1692b3054f9c | Clause:
If any legally actionable dispute arises under this Agreement or otherwise that cannot be resolved by mutual discussion between the parties, then the Company and Executive each agree to resolve that dispute by binding arbitration before an arbitrator experienced in employment law. Such arbitration shall be cond... | Label: Arbitration |
a308ef7a-59fd-4699-8ead-355720ad0c97 | Clause:
In the event the Executive's employment is terminated by the Company without Cause or by the Executive for Good Reason during the period beginning six (6) months prior to a Change in Control and ending upon the third anniversary of such Change in Control, then the Executive shall receive Change in Control relat... | Label: Change In Control |
c697b3c2-1de0-480b-adff-07e48712026a | 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 the Purchaser or its agents or counsel with any information that it believes constitutes or might co... | Label: Disclosures |
e1277b3b-d778-46e0-b31e-171fc72b49ca | Clause:
The Borrowers hereby indemnify the Lender for the full amount of all Taxes attributable to payments by or on behalf of the Borrowers hereunder or under any of the other Loan Documents, any Taxes paid by the Lender, any present or future claims, liabilities or losses with respect to or resulting from any omissio... | Label: Indemnity |
341d3196-52c4-4cec-bb33-b468d43a08fc | Clause:
Each Member, Manager and the Managing Member as a condition to admittance as a Member, or as a condition to acceptance of appointment as a Manager or as Managing Member hereby represents and warrants to the Company, the Manager and to each other Member that such person and its Principals and Affiliates, is or a... | Label: Representations |
48c797c4-b7d6-4d3e-86f6-c4c1d2136ce4 | Clause:
The terms and conditions of this Agreement and any and all related negotiations are confidential and will not be disclosed to any third party except the Purchaser’s and Seller’s counsel and agents and representatives who need such information to carry out the terms of the Agreement.
Task: Classify this clause ... | Label: Confidentiality |
a59c1c81-5a27-4b64-98b6-8f45795123bb | Clause:
This Agreement may be executed in any number of counterparts, all of which together shall constitute one and the same instrument and any of the parties hereto may execute this Agreement by signing any such counterpart. Facsimile and electronically (PDF) delivered signature pages shall have the same force and ef... | Label: Counterparts |
2f0dcb85-2fd1-4763-9914-2126eb398f6c | Clause:
In the event of a Change in Control, the Committee may, in its discretion and upon at least ten (10) days’ advance notice to the Participant, cancel the Option and pay to the Participant the value of the Option based upon the price per share of Common Stock received or to be received by other shareholders of th... | Label: Change In Control |
d15d9dad-6e63-44f0-9938-644ad9924351 | Clause:
Except as otherwise expressly set forth herein, Seller and Buyer will each pay their respective expenses incident to the preparation and execution of this Contract and the expenses and fees involved in the preparation and delivery of all documents, reports and opinions required to be delivered by or on behalf o... | Label: Expenses |
708ff4bd-bd63-44c8-aa90-04601e80eb95 | Clause:
Following Landlord’s delivery of the Purchase Offer Notice, subject to Tenant executing a commercially reasonable access agreement (the form of which shall be provided by Landlord concurrently with the delivery of the Purchase Offer Notice), Tenant and Tenant’s representatives and consultants shall have the rig... | Label: Indemnity |
f0e57ea1-40be-4d8a-b1a5-ddcea6b6ed7f | Clause:
Borrower shall do or cause to be done all things necessary to preserve, renew and keep in full force and effect its existence, rights, licenses and permits and comply with all Legal Requirements applicable to it and the Property including, without limitation, completing all applications necessary to cause final... | Label: Existence |
a5ec4837-9b86-47f2-93fe-968d1feed06b | Clause:
THIS AMENDMENT, AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER, SHALL BE CONSTRUED IN ACCORDANCE WITH, AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws... | Label: Governing Laws |
09a150ed-db49-4745-b319-d9b8247aebc4 | Clause:
EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION DIRECTLY OR INDIRECTLY... | Label: Waiver Of Jury Trials |
fe5fac9b-d995-4648-972d-405b4dddf104 | Clause:
It (i) is validly existing and in good standing under the laws of its jurisdiction of formation, (ii) with respect to the SPV, was duly organized, (iii) has all corporate or limited liability company power and all licenses, authorizations, consents and approvals of all Official Bodies required to carry on its b... | Label: Powers |
52717e9c-5b1d-4b69-bd7b-1289bbaaa533 | Clause:
Any notices, demands, requests and consents permitted or required hereunder or under any other Loan Document shall be in writing, may be delivered personally or sent by certified mail with postage prepaid or by reputable courier service with charges prepaid. Any notice or demand sent to Borrower by certified ma... | Label: Notices |
d77ffeb5-0357-4e44-9097-fc11bc30638d | Clause:
Notwithstanding any provision of this Lease to the contrary, the parties acknowledge and agree that, all claims against, and liabilities of, Lessee or Lessor which relate to acts or omissions prior to the date of expiration or termination of this Lease, and the covenants and obligations under this Lease which e... | Label: Survival |
48193bfb-170f-4810-ba00-e1e731d2d48a | Clause:
If Tenant is a corporation, limited liability company, partnership or other entity, each individual executing this Lease on behalf of said organization represents and warrants that he is duly authorized to execute and deliver this Lease on behalf of said organization in accordance with a duly adopted resolution... | Label: Authority |
bcc5bd29-088e-413a-b4a5-e89076d7da0b | Clause:
In the event that any provision of this Agreement, the Note, the Pledge Agreement, the Security Agreement, the Intercreditor Agreement, the Irrevocable Transfer Agent Instructions, the Warrant or any other agreement or instrument delivered in connection herewith is invalid or unenforceable under any applicable ... | Label: Severability |
6970e7c0-fc68-4452-9f0f-2b968dc24ddd | Clause:
This Warrant shall terminate upon the Expiration Date.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effe... | Label: Terminations |
ab8515ff-d465-4d29-87c8-25d22ca6882e | Clause:
Each party hereto hereby irrevocably submits to the exclusive jurisdiction of any New York state or federal court sitting in New York County, New York, over any action or proceeding arising out of or relating to this Agreement, the Obligations or any other Related Writing, and each party hereto hereby irrevocab... | Label: Submission To Jurisdiction |
18d80b24-6f27-4d85-b414-c201a57d8856 | Clause:
This Amendment shall be governed by the law of the State of California as such laws are applied to agreements between California residents entered into and to be performed entirely within the State of California.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, A... | Label: Applicable Laws |
7f589a4c-cb21-4785-bf6a-03e69164d8e9 | Clause:
This Amendment shall be binding upon and inure to the benefit of the parties hereto and to the benefit of their respective successors and assigns permitted by the terms of the Loan Documents. No third party beneficiaries are intended in connection with this Amendment.
Task: Classify this clause into ONE of the... | Label: Binding Effects |
f8cda3f0-e0d9-42af-8361-d476290df8de | Clause:
T HIS AGREEMENT ( INCLUDING , BUT NOT LIMITED TO , THE VALIDITY AND ENFORCEABILITY HEREOF ) SHALL BE GOVERNED BY , AND CONSTRUED IN ACCORDANCE WITH , THE LAWS OF THE STATE OF N EW Y ORK .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruptio... | Label: Governing Laws |
6d299371-c42e-4457-bc62-ff0f17cfa8fd | Clause:
The Borrower will, and will cause each of its Subsidiaries to, comply with all Laws, such compliance to include, without limitation: (a) the maintenance and preservation of its corporate existence and qualification as a foreign corporation, (b) the payment, before the same become delinquent, of all taxes, asses... | Label: Compliance With Laws |
ea0c3493-e593-4721-afb2-61e2dcd0f540 | Clause:
The term “Employment” as used herein shall be deemed to refer to (i) a Participant’s employment if the Participant is an employee of the Company or any of its Subsidiaries, (ii) a Participant’s services as a consultant, if the Participant is a consultant to the Company or any of its Subsidiaries, and (iii) a Pa... | Label: Employment |
27433fa3-0a47-4713-9167-9dadf088622a | Clause:
The representations and warranties of the Parties contained in this Agreement and the Ancillary Agreements shall survive the Closing until the date which is eighteen (18) months after the Closing; provided , however , that the representations and warranties set forth in Section 3.01 (Organization; Good Standing... | Label: Warranties |
c01d9cdb-a0d4-42cf-90fe-7ac36f47b795 | Clause:
The Company shall reimburse ACA for all of its Company-pre-approved, actual and out-of-pocket expenses, including but not limited to reasonable and documented travel, legal fees and other expenses, incurred in connection with the Transaction, whether or not the Transaction is completed, subject to presentation ... | Label: Expenses |
30078468-16ac-4f42-9145-8ed7e7cc0dca | Clause:
The Company and the Subsidiary are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiary are engaged, including, but not limited to, directors and officers insurance cove... | Label: Insurances |
bd4549aa-9a10-4f83-bb09-3b4ea6299686 | Clause:
As regards any Collateral, Borrower shall maintain a standard and modern system of accounting in accordance with generally accepted accounting principles, or such other accounting principles as agreed to by Lender, consistently applied. Borrower’s Books shall be accurate and complete. On Lender’s request, Borro... | Label: Records |
5163606a-773d-4388-9dd1-0c84fcf56c2f | Clause:
This Agreement shall remain in effect until its automatic termination which shall occur upon the earlier of (a) the termination of the Merger Agreement in accordance with its terms and (b) immediately following the third anniversary of the Effective Time (provided that Sections 10 through 23 shall survive any s... | Label: Terminations |
895d0caa-a89e-4efe-8d52-5c59112433d5 | Clause:
Each Grantor owns each item of the Collateral free and clear of any and all Liens or claims, including liens arising as a result of such Grantor becoming bound (as a result of merger or otherwise) as grantor under a security agreement or pledge agreement entered into by another Person, except for Permitted Lien... | Label: Titles |
0eeab121-6e1f-43ca-a6a4-0dcc82da2a1c | Clause:
Following the Closing, the parties shall execute and deliver to each other such documents and take such other actions as may reasonably be requested in order to consummate more effectively the transactions contemplated hereby.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments,... | Label: Further Assurances |
278b2a36-18bd-45ed-99ed-1414449e12b9 | Clause:
(a) All written information (other than the Projections and estimates and information of a general economic nature) concerning Holdings, the Borrower, the Subsidiaries, the Second Restatement Transactions and any other transactions contemplated hereby included in the Lender Presentation or otherwise prepared by... | Label: Disclosures |
ed8f7fab-d3f5-4aea-940d-9c6bd4faa763 | Clause:
Executive agrees that he will not disparage the Company, its subsidiaries, affiliates, or its or their current or former officers, directors, and employees in any way, including, but not limited to, any oral or written communication directed to any person or entity, including, but not limited to, competitors, c... | Label: Non-Disparagement |
b8b2120e-d600-4086-87ab-a83a0140d389 | Clause:
Each Obligor has taken all action necessary to authorize the execution and delivery of, and the performance of its obligations under, this Amendment and any other Amendment Documents to which it is party; and no consent or approval of any Person, or registration or filing with any Governmental Entity, is requir... | Label: Authorizations |
c09fd2c5-e611-4deb-9e86-c1aca263027e | Clause:
This Agreement sets forth the entire agreement between the parties hereto with respect to the subject matter hereof, and supersedes all other agreements and understandings, written or oral, between the parties hereto with respect to the subject matter hereof.
Task: Classify this clause into ONE of these types ... | Label: Entire Agreements |
3b42a971-1326-4c58-a013-649b832acca8 | Clause:
As of the date hereof, the authorized capital stock of the Company consists of: (i) 900,000,000 shares of Common Stock, of which 49,369,591shares are issued and outstanding; and (ii) 100,000,000 shares of preferred stock, of which 3,000 shares have been designated as “Series A Preferred Stock” of which 930 shar... | Label: Capitalization |
97b2b66f-7ffd-42ac-980c-a65b235162ec | Clause:
(i) None of the Seller or, to the knowledge of the Seller, any director, officer, employee or agent of the Seller is a Person that is, or is owned or controlled by Persons that are: (x) the target of any Sanctions, or (y) located, organized or resident in a country or territory that is, or whose government is, ... | Label: Sanctions |
aa56b589-ab04-4cfb-9114-6cf70d8c530d | Clause:
This Agreement may be amended, supplemented, modified or superseded only by a written instrument signed by duly authorized signatories of the Parties.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, A... | Label: Amendments |
6f0e6835-c6f4-4fd8-a0bd-29276346c3b6 | Clause:
All notices and other communications required or permitted hereunder shall be in writing and shall be deemed to have been given when hand-delivered or sent over night by a nationally recognized courier service as follows: If to the Company : MISONIX, INC., 1938 New Highway, Farmingdale, NY 11735, Att: Richard A... | Label: Notices |
416c67c5-351f-4ba4-b099-e29fc7dc6373 | Clause:
There is no action, suit, inquiry, notice of violation, proceeding, investigation, inquiry or other similar proceeding of any federal or state government unit pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties before or ... | Label: Litigations |
9de300a4-047d-4778-91b7-16911e2486cd | Clause:
Each of the Agreements shall be validly executed and delivered by each of the Issuer or any Subsidiary parties thereto. No termination of any of the Agreements shall have occurred nor shall a material breach of any of the Agreements have occurred or been threatened by the Issuer or any Subsidiary. Prior to th... | Label: Agreements |
e2c8dc37-e632-4077-ac8f-76f085e60607 | Clause:
The License Area will be considered to be part of the Leased Premises solely for the purposes of any indemnity, waiver, or obligation to defend contained in the Lease or of any insurance policy carried by Tenant. Tenant shall insure Tenant’s License Property in accordance with the Lease.
Task: Classify this cl... | Label: Insurances |
2cb15f68-498b-496b-992c-60df4e71c219 | Clause:
This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware without giving effect to the principles of conflicts of law.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, App... | Label: Governing Laws |
e8b23a62-eee2-4191-9b57-d6504ec47627 | Clause:
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes the Prior Agreement as well as all other prior agreements between the parties concerning such subject matter.
Task: Classify this clause into ONE of these types (exactly one label):
Adju... | Label: Integration |
b8b4bd37-7cec-47e0-8d96-ff24f0b7a607 | Clause:
If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality and enforceability of the remaining provisions of this Agreement shall not be in any way affected or impaired thereby; and (b) to the fullest extent possib... | Label: Severability |
fcb783f4-fc82-426b-9461-34262fb932c5 | Clause:
The date of this Amendment is for reference purposes only. The effective date of the obligations and amendments under this Amendment is September 26, 2016 (the “ Third Modification Effective Date ”).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, An... | Label: Effective Dates |
09abbb30-0aad-4717-b607-52591fa492fc | Clause:
This Amendment shall be governed by, and construed in accordance with the Laws of the State of Delaware without regard to the conflicts of Law principles thereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, ... | Label: Governing Laws |
3c59cd20-8ed4-4c78-a814-38dc7210aca9 | Clause:
Whenever the Borrower desires a Swingline Loan advance hereunder it shall give notice by (A) telephone or (B) by a Notice of Borrowing; provided that any telephonic notice must be confirmed promptly by delivery to the Swingline Lender and the Administrative Agent of a Notice of Borrowing. Each such Notice of Bo... | Label: Notices |
a5fd2ad7-ed6f-4780-bb5b-e5b242a8bc8b | Clause:
Employee agrees to resign from all positions he holds with Apache and its affiliates forthwith and to sign all documents necessary to effectuate his resignations. Employee agrees to sign and deliver such other documents that are necessary and appropriate to effectuate the purposes of this Agreement including, b... | Label: Amendments |
92a25a2c-c47a-4bc4-9374-649c1c9e24a7 | Clause:
Any action whatsoever brought upon or relating to this Note shall be instituted and prosecuted in the state courts located in Clark County, Nevada, or the federal district court therefore, and each party waives the right to change the venue. The parties hereto further consent to accept service of process in any... | Label: Jurisdictions |
9eedb743-0cf4-457d-90db-c15e2dde027c | Clause:
Executive acknowledges and agrees that a breach of any of the restrictive covenants set forth in this Agreement would cause irreparable damage to the Company Group, the exact amount of which would be difficult to determine, and that the remedies at law for any such breach would be inadequate. Accordingly, Execu... | Label: Enforcements |
9b929ba0-b125-413e-a3f6-2a0bd06319fb | Clause:
Welch acknowledges and understands that Section 4.1 and the other provisions of this Agreement are of a special and unique nature, the breach of which cannot be adequately compensated for in damages by an action at law, and that any breach or threatened breach of such provisions would cause the Company irrepara... | Label: Remedies |
6e2bee6b-0965-4c2d-b6c3-f9b2564f4dd7 | Clause:
Except as previously disclosed by Company in a filing with the Commission, there is no Action which would reasonably be expected to adversely affect or challenge the legality, validity or enforceability of any of this Amendment or the sale, issuance, listing, trading or resale of any Shares on the Trading Marke... | Label: Litigations |
be64f0a2-4a45-4129-9b39-d8eb6a5b1611 | Clause:
The representations and warranties of set forth in this Article V shall survive the execution and delivery of this Agreement and each Servicing Transfer Date and shall continue in full force and effect after the termination date. Upon discovery by any party of any breach of any of the foregoing representations ... | Label: Survival |
2b4a2cf2-3331-43e4-838a-13c7a701a1da | Clause:
Amended and Restated Global Senior Credit Agreement, dated as of April 14, 2016 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “ Agreement ;” the terms defined therein being used herein as therein defined), among Prologis, L.P. (the “ Company ”), certain Af... | Label: Agreements |
95032464-89d8-4e53-8555-40006e8d6552 | Clause:
Grantee acknowledges and agrees that the covenants set forth in Section 18 hereof are reasonable and valid in time and scope and in all other respects and shall be considered and construed as separate and independent covenants. If any portion of the foregoing provisions is found to be invalid or unenforceable b... | Label: Severability |
4e487eb9-4760-4b7c-bc3b-a28424dacacd | Clause:
The Parties agree that the restrictions in this Agreement are reasonable and necessary to protect the Company’s Confidential Information and Company Relationships. Nevertheless, if any court having jurisdiction finds any terms to be unenforceable for any reason, the court shall modify them to be enforceable. If... | Label: Severability |
1a9eecb5-41ea-49b0-8c92-24e76d74e5a4 | Clause:
Notwithstanding the termination of this Agreement in accordance with its terms, the agreements and obligations of the Parties in Sections 10 , 11 , 14 , 16 , 20 , 22 , 23 and 24 shall survive such Transfer and/or termination and shall continue in full force and effect for the benefit of the Parties in accordanc... | Label: Survival |
c05b1482-65d8-400a-819f-bef5db1c732c | Clause:
The Borrower will (a) keep, and cause each of its Subsidiaries to keep, proper records and books of account in which full, true and correct entries will be made in accordance with GAAP and (b) maintain adequate accounts and reserves for all taxes, depreciation, depletion, obsolescence and amortization of its pr... | Label: Records |
1a8480b0-b106-4941-96b4-a6790c6a436b | Clause:
The maximum net proceeds to the Company from the sale of all the Notes are estimated to be approximately $1,815,000 after deducting the fees and expenses associated with the Note Offering. The net proceeds from the sale of the Notes will be used by the Company as disclosed in the Memorandum.
Task: Classify thi... | Label: Use Of Proceeds |
af9f2f13-2931-4841-bc97-f5a88ea1ee0b | Clause:
The waiver, express or implied, by either Party of any breach of this Agreement by the other Party will not waive any subsequent breach by such Party of the same or a different kind.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Law... | Label: Waivers |
45af3bfe-9cc7-453c-854b-6a29930a00fd | Clause:
THIS LETTER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH INTERNAL LAWS OF THE STATE OF CALIFORNIA, WITHOUT GIVING EFFECT TO ANY CHOICE OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE STATE OF CALIFORNIA OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF LAWS OF ANY JURISDICTION OTHER T... | Label: Governing Laws |
21b97e64-e48f-47d1-90e1-a3155b766de5 | Clause:
The headings used herein are solely for convenience of reference and shall not be given any effect in the construction or interpretation 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: Headings |
cd74f1dd-1518-441d-a0e1-f9be5d3bd65e | Clause:
No court or other Governmental Entity of competent jurisdiction in a jurisdiction in which either Party or its Subsidiaries have operations that are material to such Party and its Subsidiaries, taken as a whole, shall have enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary... | Label: Litigations |
c08aa5d9-98e6-4855-91ce-14486c5e8540 | Clause:
You will continue to serve as Executive Vice President and Chief Operating Officer of Transocean Ltd.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Auth... | Label: Titles |
b727378b-49ce-479b-acf7-c1a176460fb6 | Clause:
This Agreement represents the entire understanding of Executive, the Company, the Bank and the MHC with respect to the subject matter hereof and supersedes all prior understandings, written, or oral.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, An... | Label: Entire Agreements |
3b2e37ba-57c8-48ae-a18d-58ceef265417 | Clause:
(a) Defined Terms. For purposes of this Section 3.1 , the term “applicable law” includes FATCA.
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, Authoriza... | Label: Taxes |
e1a9041a-f584-4c2a-b7be-61a5e94ebf26 | Clause:
Create, incur, assume or suffer to exist any Lien upon (a) the Equipment, whether now owned or hereafter acquired, other than Equipment Permitted Liens, or (b) the Equipment Supply Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corru... | Label: Liens |
bc1e60da-4507-4cc4-bd00-2b37fce3d3a8 | Clause:
All notices provided for or permitted to be given pursuant to this Agreement must be in writing and shall be given or served (a) by depositing the same in the United States mail addressed to the party to be notified, postpaid and certified with return receipt requested, (b) by depositing the same with a nationa... | Label: Notices |
26b0dd29-d4bb-4d1a-a618-5a3df23599d1 | Clause:
All notices, requests and demands to or upon Mortgagee or Mortgagor shall be given in accordance with Section 11.01 of the Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assig... | Label: Notices |
96406942-1800-400e-86ee-2797ddae4040 | Clause:
The costs and expenses of administering the Plan shall be borne by the Company.
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: Expenses |
c7a5e0a8-55c6-4d58-95cf-9e7a69dfaec0 | Clause:
The consummation of the transactions contemplated by this Agreement (the “ Closing ”) will take place at the offices of Orrick, Herrington & Sutcliffe LLP located at 1301 McKinney Street, Suite 4100, Houston, Texas 77010, at 10:00 a.m. local time on the second business day after all of the conditions to closing... | Label: Closings |
Subsets and Splits
No community queries yet
The top public SQL queries from the community will appear here once available.