id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
91c16585-92b8-4acb-b12c-1e24834fd2cb | Clause:
This Award Agreement will be governed by the laws of the State of California, without giving effect to the conflict of law principles thereof. For purposes of litigating any dispute that arises under this Award of Restricted Stock or this Award Agreement, the parties hereby submit to and consent to the jurisdic... | Label: Governing Laws |
8ab50226-4db2-49d0-82fc-186b12b9e25a | Clause:
(a) The ABL Representative, for itself and on behalf of each ABL Secured Party, the Term Loan Representative, for itself and on behalf of each Term Loan Secured Party, and each Grantor hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court... | Label: Submission To Jurisdiction |
7d0fdfb5-a5ea-400e-8825-9bfaa63e1965 | Clause:
After giving effect to the transfer of the Designated Ameris Shares to Seller pursuant to this Agreement, Seller will own and hold good and valid title to the Designated Ameris Shares, free and clear of all Encumbrances (other than those arising through Seller or pursuant to applicable Legal Requirements relati... | Label: Titles |
fe06a036-9654-4496-916b-215e4d84a035 | Clause:
Purchaser shall not, and shall cause its affiliates not to, engage, directly or indirectly, in any transactions in the securities of the Company (including, without limitation, any Short Sales (as such term is defined in Rule 200 promulgated under Regulation SHO under the Exchange Act)) during the period from t... | Label: Sales |
f1f4002a-9fdd-4a56-9181-3ed032ac5c91 | Clause:
The Borrower has disclosed to the Lenders all agreements, instruments and corporate or other restrictions to which it or any of its Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. Neither the... | Label: Disclosures |
1ed24d48-30c5-4ee0-8454-ca00253bce24 | Clause:
This Agreement may be executed in one or more counterparts (including by facsimile or electronic .pdf submission), each of which shall be deemed an original, and all of which shall constitute one and the same agreement and shall become effective when one or more counterparts have been signed by each of the part... | Label: Counterparts |
ec01c22f-7d56-413a-bbd9-e2528b5e7253 | Clause:
This Award Agreement will be construed in accordance with, and governed by the laws (other than laws governing conflicts of laws) of, the State of Ohio. In the event of any dispute or controversy arising under or in connection with this Award Agreement, the parties consent to the jurisdiction of the Common Plea... | Label: Governing Laws |
f7b40f6d-e6b6-4426-b2ba-14d502671eac | Clause:
This Agreement has been duly authorized by all necessary corporate proceedings, has been duly executed and delivered by Company and is a valid and legally binding agreement of Company duly enforceable in accordance with its terms (except as such enforcement may be limited by bankruptcy, insolvency, reorganizati... | Label: Authorizations |
0490b944-9d46-4768-8ee5-1e6731c5daf8 | Clause:
When a reference is made in this Agreement to an article, section, exhibit or schedule, such reference shall be to an article or section of, or an exhibit or schedule to, this Agreement unless otherwise indicated. The table of contents and headings contained in this Agreement are for reference purposes only an... | Label: Interpretations |
68e91d7e-c615-493e-b0dd-fe82c4c1b723 | Clause:
The Company represents and warrants that the undersigned has the authority to act on behalf of the Company and to bind the Company and all who may claim through it to the terms and conditions of this Agreement . Executive represents and warrants that Executive has the capacity to act on Executive’s own behalf... | Label: Authority |
ea8c162c-9d62-44a4-bade-1d331d2c992d | Clause:
The Borrower shall not use, and shall procure that the Parent Guarantor, the Subsidiaries and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Borrowing or the Letter of Credit (A) in furtherance of an offer, payment, promise to pay, or authorization of the pa... | Label: Use Of Proceeds |
6f36a603-3d20-4bc4-9908-6067db5bb3d3 | Clause:
The Company shall instruct the members of the Board and members of executive management not make any disparaging or negative remarks, either oral or in writing, regarding the Executive.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption ... | Label: Non-Disparagement |
88f615e3-b94e-48e6-845a-daaf49701de2 | Clause:
This Indenture may be executed in one or more counterparts by the parties hereto, and each such counterpart shall be considered an original and all such counterparts shall constitute one and the same instrument. Any counterpart may be executed by facsimile or other electronic transmission, and such facsimile or... | Label: Counterparts |
f2ee3448-760a-4a16-bdd1-f983f8f9447f | Clause:
Each of Borrower and Sole Member shall (a) do or cause to be done all things necessary to preserve, renew and keep in full force and effect its existence, rights, and franchises, (b) continue to engage in the business presently conducted by it, (c) obtain and maintain all Licenses and all applicable governmenta... | Label: Existence |
69e0527a-de83-487c-befc-79cf370855a4 | Clause:
The Company and each Subsidiary have filed all required tax returns, and all such tax returns are true, correct and complete in all material respects. The Company and each Subsidiary have fully paid all taxes shown as due thereon. None of the Company or any Subsidiary has knowledge of any deficiency or assessme... | Label: Taxes |
e1245118-7956-4675-b15f-eda7dcb98541 | Clause:
An Option shall be effective for such term as shall be determined by the Committee and as set forth in the Award Document relating to such Option, and the Committee may extend the term of an Option after the time of grant; provided, however, that the term of an Option may in no event extend beyond the tenth ann... | Label: Terms |
70f32f46-41c3-4e66-bf98-451d57d6600e | Clause:
In consideration of the Executive ' s Employment with the Company, its promise to arbitrate all employment-related disputes, and the Executive's receipt of the compensation, pay raises, and other benefits paid to the Executive by the Company, at present and in the future, the Executive agrees that any and all c... | Label: Arbitration |
2941a9b3-3aa9-4246-a984-0b058d4c1e8a | Clause:
All capitalized terms used herein shall have the same meaning as defined in the Lease, unless otherwise defined in this Second Amendment.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, A... | Label: Definitions |
6d8754e2-3e8e-47c2-a9c5-377eae7e529b | Clause:
The delivery, vesting or retention of Stock under an Award is conditioned upon full satisfaction by the Participant of all tax withholding requirements with respect to the Award. The Administrator will prescribe such rules for the withholding of taxes as it deems necessary. The Administrator may, but need not, ... | Label: Taxes |
91d5da91-741d-4fd5-a0ec-f2287c072952 | Clause:
This Agreement will be binding upon and inure to the benefit of the heirs, executors, administrators and successors of the parties to this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Ar... | Label: Binding Effects |
b32a6bca-6519-4582-8c54-a9071737807b | Clause:
No agent, broker, investment banker, financial advisor or other Person is or shall be entitled, as a result of any action, agreement or commitment of the Company, to any broker’s, finder’s, financial advisor’s or other similar fee or commission in connection with any of the transactions contemplated by this Agr... | Label: Brokers |
b87f23a8-4119-405d-b5e8-88ddb90cde89 | Clause:
For the purpose of the Plan, and except as specifically set forth herein, notices and all other communications provided for in the Plan shall be in writing and shall be deemed to have been duly given when hand-delivered or mailed by United States certified mail, return receipt requested, postage prepaid, addres... | Label: General |
bb4029d9-d555-45a1-ac1b-5951d661db2f | Clause:
Unless otherwise defined herein, the capitalized terms used herein shall have the same meaning set forth in the Original Lease.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments... | Label: Defined Terms |
68b0e94d-014f-4f18-9fe4-18c857e883fa | Clause:
The provisions of this Agreement shall survive the termination of Employee’s employment with Evercore for any reason and/or the assignment of this Agreement by Evercore to any successor in interest or other assignee.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreement... | Label: Survival |
5883d322-897e-4d56-9564-5c8b0616f5a3 | Clause:
This Agreement shall be governed by and construed in accordance with the laws of Vermont.
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, ... | Label: Governing Laws |
96a1110e-d5c6-4354-ae47-6c0f17b27106 | Clause:
This Agreement, including the Exhibits and Schedules attached hereto and the documents delivered pursuant hereto, including the Transaction Documents, set forth all the promises, covenants, agreements, conditions and understandings between the parties hereto with respect to the subject matter hereof and thereof... | Label: Entire Agreements |
e66b31de-0248-460d-bfe6-480bd649260d | Clause:
Subject to the requirements of Delaware law, each individual who is or shall have been a member of the Committee or of the Board, or an officer of the Company to whom authority was delegated in accordance with Section 3 (each such person, a “ Covered Person ”), shall be indemnified and held harmless by the Comp... | Label: Indemnifications |
67aabcca-de63-47d9-9173-463b451f658a | Clause:
The Company confirms that neither it nor any other person acting on its behalf has provided MGT Sports or its agents or counsel with any information that constitutes or could reasonably be expected to constitute material, non-public information concerning the Company or any of its subsidiaries, other than the e... | Label: Disclosures |
a9656115-6eef-48e5-8721-c62864bc2dce | Clause:
The Participant agrees that no later than the date as of which an amount first becomes includible in his gross income for federal income tax purposes with respect to the Option, the Participant shall pay to the Company, or make arrangements satisfactory to the Company regarding the payment of, any federal, stat... | Label: Tax Withholdings |
ea7cbfc7-779b-42bd-864e-d94a0e6b923c | Clause:
The Borrower shall use the proceeds of any Revolving Borrowing and Term Loan hereunder for general corporate purposes not in contravention of any Requirement of Law or of any Loan Document, including, but not limited to the acquisition of Real Property Assets or companies owning Real Property Assets, funding wo... | Label: Use Of Proceeds |
f6aa79bd-18c9-49de-a801-8d0299761fd5 | Clause:
In the event of a Change in Control, all Shares under this Option shall become immediately vested (100%) and shall remain exercisable for their entire term.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approv... | Label: Change In Control |
509da834-666e-4b81-a194-972b0025bc47 | Clause:
During the Employment Term (and thereafter to the extent expressly provided herein), the Executive shall be entitled to participate in all of the Company’s employee benefit plans applicable to the Company’s comparable senior executives to the extent the Executive is entitled to so participate according to the t... | Label: Benefits |
68432a9f-c1d8-4c7f-89a2-505f1ae1ea3f | Clause:
The Lenders agree to indemnify each Agent and its officers, directors, employees, Affiliates, agents, advisors and controlling persons (each, an “ Agent Indemnitee ”) (to the extent not reimbursed by Holdings or the Borrowers and without limiting any obligation of Holdings or the Borrowers to do so), ratably ac... | Label: Indemnifications |
6de9e8d0-1492-4424-b259-a22a4091da06 | Clause:
This Award grant and the provisions of this Agreement are governed by, and subject to, the laws of the State of Delaware, as provided in the Long-Term Incentive Plan.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable La... | Label: Governing Laws |
93a44a7f-b1fe-44cf-aaf8-7e53c4f3768b | Clause:
If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other Governmental Authority to be invalid, void or unenforceable, such term, provision, covenant or restriction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or u... | Label: Severability |
5acc276e-c2c6-49b9-b910-bab4c50b4cbd | Clause:
Upon the occurrence of any Event of Default described in Sections 11.1(f) or 11.1(g) with respect to the Borrowers, any unused Term Commitments shall automatically and immediately terminate and the unpaid principal amount of, and any and all accrued interest on, the Obligations and all accrued fees shall automa... | Label: Terminations |
61336890-5ad5-4c2d-a501-89a5a37600da | Clause:
This Agreement is made and entered into in the State of Texas and shall in all respects be interpreted, enforced, and governed under the laws of the State of Texas and all obligations hereunder shall be payable and performable in Houston, Harris County, Texas. Executive and the Company both agree that any disp... | Label: Governing Laws |
f939c5b2-9292-4fc8-ba49-91a2078df88d | Clause:
The Borrower Representative shall have and may exercise such powers under the Loan Documents as are specifically delegated to the Borrower Representative by the terms of each thereof, together with such powers as are reasonably incidental thereto. The Borrower Representative shall have no implied duties to the ... | Label: Powers |
c342e86b-f789-4035-96ac-3caeff67019b | Clause:
The Mortgagor will keep proper books of record and account in which complete correct entries will be made of the Mortgagor’s transactions in accordance with sound accounting principles consistently applied and will furnish or cause to be furnished to the Mortgagee (a) all reports required under the Loan Papers,... | Label: Records |
ef86a312-72c4-4fd7-baba-99d595254f22 | Clause:
The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which it is a party, the issuance and sale of the Securities and the consummation by it of the transactions contemplated hereby and thereby do not and will not: (i) conflict with or violate any provis... | Label: No Conflicts |
124ed386-972f-424b-868d-ad73b48eb996 | Clause:
(a) If any Lender (a “benefited Lender”) shall at any time receive any payment of all or part of its Loans, or interest thereon, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off, pursuant to events or proceedings of the nature referred to in Section 11.5, or otherwi... | Label: Adjustments |
23c6daa8-e864-4e34-869d-8153e6fe3795 | Clause:
Each of this Agreement and the other Transaction Documents to which it is a party has been duly executed and delivered and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws affe... | Label: Binding Effects |
1d0717c6-f8b2-4c7f-9f6c-fbf931e9fdfc | Clause:
Disagreements regarding commission payments shall be submitted to Arista for resolution. If resolution is not achieved, Participant and Company agree to resolve any dispute relating to this Plan via final and binding arbitration. Binding arbitration will be conducted in Santa Clara County, California, or local ... | Label: Arbitration |
7448a15a-1f5e-4049-8793-49d339ffa207 | Clause:
The representations and warranties of the respective parties shall survive the Closing or termination of this Agreement, as the case may be.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration... | Label: Warranties |
9e0e7c12-a4be-45e1-b23a-b18efdf0e449 | Clause:
Consultant will be solely responsible for obtaining any business or similar licenses required by any federal, state or local authority. Consultant assumes all risk connected with work to be performed. Consultant further assumes responsibility for Workers’ Compensation for himself and any employees of Consultant... | Label: Insurances |
08ab0df1-221e-4b0d-af5c-745b8082d9e3 | Clause:
Executive shall be provided with reimbursement of expenses related to Executive’s employment by the Company on a basis no less favorable than that which may be authorized from time to time by the Board, in its sole discretion, for senior level executives as a group. Executive shall be entitled to vacation and ... | Label: Vacations |
f9d26367-9f18-4818-be14-c2779ddf2299 | Clause:
The Executive shall be indemnified by the Employer to the extent provided in the case of officers under the Employer's Articles of Incorporation or Regulations, to the maximum extent permitted under applicable law. The Employer shall use commercially reasonable efforts to continue its Director and Officer Liabi... | Label: Indemnifications |
245a529d-3f3e-4f2d-a0c5-848c17f18f73 | Clause:
The Firm reserves the right at any time to amend the terms of this Award Agreement; provided that, no such amendment will materially adversely affect your rights and obligations under this Award Agreement without your consent; and provided further that the Firm expressly reserves its rights to amend the Award A... | Label: Amendments |
74b87295-93c7-45a7-8171-216f78049250 | Clause:
This Lease may be signed in any number of counterparts and each counterpart shall represent a fully executed original as if signed by both Parties.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbi... | Label: Counterparts |
4726db14-d681-4cd6-a784-1c5c6fb4e964 | Clause:
To the extent allowed by law each of the parties agree to indemnify, defend, and hold harmless the other party from any loss, attorney’s fees, expenses, or claims attributable to breach or default of any provision of this Agreement by the indemnifying party provided that the requirements of this Section 8(I) sh... | Label: Indemnifications |
3369d561-c245-4e89-aae6-9f8066dc4906 | Clause:
As of the Closing Date, immediately after the consummation of the Transactions to occur on the Closing Date and the incurrence of Indebtedness and obligations on the Closing Date in connection with this Agreement and the Transactions, (i) the sum of the debt (including contingent liabilities) of the Top Borrowe... | Label: Solvency |
174af6f0-51de-4d57-bdd9-30f725ac439a | Clause:
This Joinder Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed to be an original, and all of which taken together shall constitute but one and the same instrument.
Task: Classify this clause i... | Label: Counterparts |
160a241e-9fde-4e09-ba5d-d4374b880a52 | Clause:
The Borrower shall use the proceeds of the Advances and Letters of Credit for working capital and other general corporate purposes of the Borrower, provided that the Borrower will not use any proceeds for the purpose of purchasing or carrying directly or indirectly any margin stock or for any other purpose whic... | Label: Use Of Proceeds |
45411986-314f-4e92-992e-d67e78b00e7d | Clause:
The issued and outstanding securities of the Company as of August 19, 2016 are as set forth in the Subscription Booklet. Except as set forth in the Subscription Booklet , as of August 19, 2016 there are no outstanding agreements or preemptive or similar rights affecting the Company’s Common Stock and no outstan... | Label: Capitalization |
7949ce55-57fe-48a0-9194-0712432032c0 | Clause:
This Agreement may be executed in counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party. In the event that any signature is delivered by facsimile transmission or by an e-mail which ... | Label: Counterparts |
afb0e5f6-3528-4013-a1a7-f7d31579a54b | Clause:
The Company shall pay at each Closing the legal expenses of the Investors and shall also pay the legal expenses of the Investors incurred in connection with the resale registration obligations of the Company set forth in the Registration Rights Agreement; provided that the total expenses for which the Company s... | Label: Expenses |
1c50429c-04f4-4711-bb08-685ee34555d2 | Clause:
Such Loan Party will not change its name, identity or structure (within the meaning of any applicable enactment of the UCC) or jurisdiction of organization, unless it shall have: (i) given the Agents at least ten (10) Business Days’ prior written notice thereof and (ii) delivered to the Administrative Agent all... | Label: Records |
0058a61a-69aa-461c-a3f7-d701572d2ad8 | Clause:
This Agreement may be executed in one or more counterparts, each of which shall be deemed to constitute an original, but all of which, when taken together, shall constitute one and the same instrument, with the same effect as if all of the parties to this Agreement had executed the same counterpart. Signatures ... | Label: Counterparts |
1fb9b908-812c-4a3b-aae5-715e7d8b306d | Clause:
The Employee represents and warrants that the execution of this Agreement and subsequent employment with the Company does not and will not conflict with any obligations that the Employee has to any former employers or any other entity. The Employee further represents and warrants that the Employee has not brou... | Label: Representations |
ef906f87-3ffe-45f7-8a83-f5c61e2a47da | Clause:
For the purposes of this Agreement, the following term shall have the following meaning. All capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Plan.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendme... | Label: Definitions |
84861cb3-7434-46e2-ab6b-aa50934841e5 | Clause:
All federal, state and local income, excise, property and other tax returns required to be filed with respect to Guarantor in any jurisdiction have been filed on or before the due date thereof (plus any applicable extensions); all such returns are true and correct; all taxes, assessments, fees and other governm... | Label: Payments |
8b7b072b-5034-4b8f-9513-abacb62d6ea3 | Clause:
Neither this Guarantee Agreement nor any provision hereof may be waived, amended or modified except pursuant to a written agreement entered into by, between or among the Administrative Agent and the Guarantor or Guarantors with respect to which such waiver, amendment or modification is to apply, subject to any ... | Label: Amendments |
fcc69199-78d4-4d42-b19b-973d61d19d07 | Clause:
(i) Sell, lease, transfer or otherwise dispose of any shares of common stock of any Significant Subsidiary of such Borrower, whether now owned or hereafter acquired by such Borrower, or permit any Significant Subsidiary of such Borrower to do so, or (ii) sell, lease, transfer or otherwise dispose of (whether in... | Label: Sales |
94c6275d-d160-462c-a332-332cc16a57f6 | Clause:
Such Grantor is the sole beneficial owner of the Collateral pledged by it hereunder and no Lien exists upon such Collateral, except for Permitted Encumbrances and except the security interest created pursuant hereto, which security interest constitutes a valid and perfected security interest in and to all of th... | Label: Liens |
e035320e-b42c-4f9b-8807-5c2b3fa52bdb | Clause:
The headings in this Agreement are inserted only as a matter of convenience, and in no way define, limit, or extend or interpret the scope of this Agreement or of any particular provision hereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-C... | Label: Headings |
edb74d73-1339-413d-8b5d-b202cfc35fdf | Clause:
Borrower (a) will deliver to Agent, with copies to each Lender, each of the financial statements, reports, and other items set forth on Schedule 5.1 no later than the times specified therein, (b) agrees that no Subsidiary of a Loan Party will have a fiscal year different from that of Borrower, (c) agrees to mai... | Label: Financial Statements |
d7e36d87-86b3-4ed2-af56-6f59b2b53c66 | Clause:
Promptly after receipt by Indemnitee of notice of the commencement of any Proceeding, Indemnitee shall, if a claim in respect thereof is to be made against the Company under this Agreement, notify the Company of the commencement thereof; but the omission so to notify the Company will not relieve the Company fro... | Label: Notices |
3360a4ca-23bd-4693-bcf1-3c19c463ed7c | Clause:
Neither the execution and delivery by the Borrower of the Loan Documents to which it is a party, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the... | Label: No Conflicts |
5a03887a-d3f8-4b9e-a6d0-e60a4a51e632 | Clause:
Borrower hereby represents that it has dealt with no financial advisors, brokers, underwriters, placement agents, agents or finders in connection with the transactions contemplated by this Agreement that have not otherwise been disclosed to Lender. Borrower hereby agrees to indemnify, defend and hold Lender har... | Label: Brokers |
7349500b-457a-4c04-b801-1f872002484e | Clause:
This offer letter and the documents referred to herein constitute the entire agreement and understanding of the parties with respect to the subject matter of this offer, and supersede any and all prior understandings and agreements, whether oral or written, between or among the parties hereto with respect to th... | Label: Entire Agreements |
70f8fde1-470b-4f5e-87f3-88e69ca8c6d0 | Clause:
Except as provided in Section 7(c) , any claims or disputes of any nature between the Company and Executive arising from or related to the performance, breach, termination, expiration, application or meaning of this Agreement or any matter relating to Executive’s employment or the termination of that employment... | Label: Arbitration |
fc3f234d-2765-4aea-8969-b399f6ebfe86 | Clause:
This Agreement may be executed in one or more counterparts, all of which taken together shall constitute one and the same instrument, and any of the parties may execute this Agreement by signing such counterpart. This Agreement shall become effective when each party hereto shall have received a counterpart her... | Label: Counterparts |
4125395e-eb7e-4e54-b8e6-fe061c35c04e | Clause:
Seres shall promptly [***] notify NHSc in writing in the event that, or Seres believes that, any Milestone Event contemplated in Section 8.2.1 or Section 8.3.1 has been achieved.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, A... | Label: Notices |
f6b4a188-4e87-488b-85b6-16792190440d | Clause:
This Agreement shall be governed and construed in accordance with the 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 othe... | Label: Governing Laws |
d605dd3a-0ac5-4d23-bc8e-41054abd392a | Clause:
Each Loan Party and each of its Subsidiaries has timely filed all federal, state and other material tax returns and reports required to be filed, and has timely paid all federal, state and other material Taxes (whether or not shown on a tax return), including in its capacity as a withholding agent, levied or im... | Label: Taxes |
64b9d1c5-5ec0-4237-bd6f-9c12f3b1baaa | Clause:
Every provision of this Agreement is intended to be severable. In the event any term or provision of this Agreement is declared to be illegal or invalid for any reason by a court of competent jurisdiction such illegality or invalidity should not affect the balance of the terms and provisions of this Agreement, ... | Label: Severability |
1b375169-69fa-4580-9d5f-71088b97637f | Clause:
It shall be the sole responsibility of the Participant to properly account for and to pay any income and self-employment tax payable on amounts deferred or benefits paid under this Plan.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption... | Label: Taxes |
7c5e6028-5109-4fde-9616-ce63a30402dc | Clause:
Comply in all material respects with the requirements of all Laws (including Environmental Laws) and all orders, writs, injunctions and decrees applicable to it or to its business or property, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested i... | Label: Compliance With Laws |
585be31c-4545-4ac4-9441-a2f0699392b0 | Clause:
All of the representations, warranties and agreements of Buyer set forth in this Agreement shall be true upon the Execution Date, shall be deemed to be repeated at and as of the Closing Date (except as otherwise set forth in writing to Seller) and shall survive the Closing for a period of one (1) year.
Task: C... | Label: Survival |
070cca5b-3bfc-4c35-811c-ffb402353dc4 | Clause:
Other than what is disclosed in the SEC Documents, there are no claims, actions, suits, proceedings, inquiries, labor disputes or investigations (whether or not purportedly on behalf of Purchaser) pending or, to the Purchaser’s Best Knowledge, threatened against Purchaser, at law or in equity or by or before an... | Label: Litigations |
7e550015-dd98-48b4-bb46-7a625678ee4a | Clause:
Each of Landlord and Tenant represents and warrants to the other that it has had no dealings with any broker or agent in connection with the negotiation or execution of this First Amendment other than Broker, Tenant’s agent, and each party agrees to indemnify the other against all costs, expenses, attorneys’ fe... | Label: Brokers |
407e1969-9c48-46a0-a588-d2bf65a8fa20 | Clause:
In order to provide the Company with the opportunity to claim the benefit of any income tax deduction which may be available to it upon the exercise of the Option and in order to comply with all applicable federal or state income tax laws or regulations, the Company may take such action as it deems appropriate ... | Label: Withholdings |
79e40ced-cd5f-431f-85be-16228fd48900 | Clause:
All representations and warranties hereunder shall survive the Closing except that the representations and warranties in Sections 2.3 and 3.3 shall only survive the Closing until the second anniversary of the Closing.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreemen... | Label: Survival |
6f2f1dcd-699c-4c87-b24c-463be5abf83a | Clause:
The Employer shall pay the Executive a base salary (the “Base Salary”), at a rate of $275,000 per year, plus such other compensation as the Employer may, from time to time, determine in its sole discretion. The Compensation Committee of the Xenith Board (the “Compensation Committee”), shall review annually the... | Label: Base Salary |
1c2ad9e3-b6c0-452e-be5c-deeea5ff0859 | Clause:
(a) Attached hereto as Schedule 9(a ) is a schedule setting forth all of each Company’s patents and trademarks applied for or registered with the USPTO, including the name of the registered owner or applicant and the registration, application, or publication number, as applicable, of each such patent or trade... | Label: Intellectual Property |
a454f877-a633-4620-a63c-8e9f84d22597 | Clause:
THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF CALIFORNIA, AND TO THE EXTENT APPLICABLE, THE BANKRUPTCY CODE.
Task: Classify this clause into ONE of these types (exactly one label)... | Label: Governing Laws |
13b61ffb-e1e2-4b30-924b-7787e50b5a24 | Clause:
The parties agree that this Agreement and any disputes relating thereto, including, but not limited to, disputes pertaining to claims of discrimination, shall be arbitrated before a single arbitrator chosen from the employment panel of JAMS Alternative Dispute Resolution (“ JAMS ”) and subject to the JAMS rules... | Label: Arbitration |
1ab5e958-3e83-4061-a522-f9f88e12ad0b | Clause:
This Agreement, together with the Definitive Documents, constitutes the entire agreement between the parties with respect to the subject matter hereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, ... | Label: Entire Agreements |
e3c5dde6-3f2a-49d6-bda5-d592bd096a28 | Clause:
This Agreement and any amendments, waivers, consents or supplements hereto may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all taken together shall constitute a single contract. Delivery of an executed counterpart of a ... | Label: Counterparts |
912cda04-f396-4f5b-97dc-99b2a3a80cc3 | Clause:
No failure to exercise and no delay in exercising on the part of the Noteholder, of any right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the... | Label: No Waivers |
07b97a4c-2df8-4d94-8ae2-431777d07faa | Clause:
This Agreement shall be effective as of the Effective Date, and shall remain in effect until ________ ___, 2017 subject to earlier termination or extension as described below. The period from the Effective Date until this Agreement shall have expired in accordance with this Section 3 or been terminated in accor... | Label: Terms |
4adf4334-112c-45df-9783-f912eced9661 | Clause:
The Borrower will use the proceeds of the Loans solely (i) for working capital and general corporate purposes (including for Permitted Business Acquisitions) of the Loan Parties and their Subsidiaries, including, together with a portion of the loans made under the ABL Loan Documents, to refinance on the Closing... | Label: Use Of Proceeds |
2b7e3428-10be-4bd1-a4c8-3ea34865caa5 | Clause:
The Royalty shall commence for the year ended December 31, 2017, and shall continue until the earlier of (i) the payment equal to the “Maximum Royalty Amount” to each Subscriber as set forth on Schedule A, or (ii) the payment of a Royalty (if any) to the Subscribers for the year ended December 31, 2020.
Task: ... | Label: Terms |
1ed39ca4-1986-4fa6-99f3-5f180588490a | Clause:
Neither the Company nor any of its Subsidiaries is, or since January 1, 2013 has been, in violation of any applicable Law, except where such violation would not, individually or in the aggregate, reasonably be expected to have, or has not had, a material adverse effect on the Company’s and its Subsidiaries’ abi... | Label: Compliance With Laws |
77df04b6-29cf-477d-a1db-0c2acc7d7e82 | Clause:
This Fourth Amendment may be separately executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to constitute one and the same agreement. Any signature hereto delivered by a party by facsimile or electronic transmission shal... | Label: Counterparts |
a50c9837-710d-4ede-b800-3070e116f541 | Clause:
This Guaranty shall remain in full force and effect until indefeasible payment in full of the Guarantied Obligations and the other Obligations and the termination or cancellation of the Term Loan Agreement in accordance with its terms.
Task: Classify this clause into ONE of these types (exactly one label):
Adj... | Label: Terminations |
36b884ad-efe1-4671-8ba5-bad75e9525d0 | Clause:
This Note and any claim, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Note and the transactions contemplated hereby shall be governed by the laws of the State of Illinois, without giving effect to any choice or conflict of law ... | Label: Governing Laws |
0db47a61-3c67-4102-83a6-51ed372faed1 | Clause:
Subject to Subsection 9.8 of this Agreement, in the event that any Proceeding is commenced by any Governmental Authority or other Person in connection with the business of the Company Group, the Executive agrees to cooperate in good faith with the Company Group to defend against such Proceeding and, if an injun... | Label: Cooperation |
f5472947-f43a-4ba5-989c-454d513d794e | Clause:
The Lease, as amended by this First Amendment , contains the entire agreement of Landlord and Tenant with respect to the subject matter hereof, and may not be amended or modified except by an instrument executed in writing by Landlord and Tenant .
Task: Classify this clause into ONE of these types (exactly one... | Label: Entire Agreements |
f80dc11b-fc1f-4d3b-a6b5-a0854777f216 | Clause:
The Executive waives any right to a trial by jury in any action to enforce or defend any right under this Agreement or any amendment, instrument, document or agreement delivered or to be delivered in connection with this Agreement or arising from any employment relationship existing in connection with this Agre... | Label: Waiver Of Jury Trials |
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