id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
b0ee9f45-720d-4a5a-a894-ca2548efdf18 | Clause:
The arbitration provisions of Section 18 of the Employment Agreement shall apply to any controversy, claim or dispute between the Parties arising from, or relating to the validity, interpretation or enforcement of, this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustme... | Label: Arbitration |
74413793-d057-42aa-92c1-57ecdeae71fd | Clause:
This Settlement Agreement shall be construed and enforced in accordance with, and governed by, the laws of the Commonwealth of Virginia, without regard to principles of conflict of laws. In addition, the Parties hereby submit to the jurisdiction of the courts of Virginia for all disputes relating to or arising ... | Label: Jurisdictions |
8cebb2f8-4257-4099-a726-82cbe4d474dd | 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, except that Borrower may not assign or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of all Lenders and ... | Label: Successors |
b6bdd0ed-a33a-4de4-9dd9-ea50d31de952 | Clause:
(a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of any New York State court or federal court of the United States of America sitting in New York County, and any appellate court from any thereof (collectively, “ New York C... | Label: Jurisdictions |
770ed729-6155-4480-acbf-5122501d5b6b | Clause:
Each of the Priority Lien Agent and the 1.5 Lien Agent represents and warrants to the other parties hereto that it is authorized under the Priority Credit Agreement and the 1.5 Lien Credit Agreement, as the case may be, to enter into this Agreement.
Task: Classify this clause into ONE of these types (exactly o... | Label: Representations |
b43f5a1f-5fc7-45b2-af70-b5dfa490bcd0 | Clause:
This Agreement and the other Loan Documents to which Borrower or Guarantors is a party are valid and legally binding obligations of such Person enforceable in accordance with the respective terms and provisions hereof and thereof, except as enforceability is limited by bankruptcy, insolvency, reorganization, mo... | Label: Enforceability |
9925925f-5193-4a88-bc19-e034d8cb6a15 | Clause:
The General Partner and each of the Partnership Entities has been duly formed and is validly existing and in good standing under the laws of the State or other jurisdiction of its organization and has the requisite power and authority, and has all governmental licenses, authorizations, consents and approvals ne... | Label: Existence |
e4c6377c-394f-4385-8fdc-70a4a1a656de | Clause:
With respect to any provision of this Lease which either provides or is held to provide that Landlord shall not unreasonably withhold or unreasonably delay any consent or approval, Tenant shall not be entitled to make any claim for, and Tenant hereby expressly waives, any claim for damages, it being understood ... | Label: Consents |
dea37dce-a342-44cb-b0e2-0d0ea4f1ee78 | Clause:
Each Borrower represents and warrants to the Bank that after giving effect to this Amendment (a) the representations and warranties set forth in Article 6 of the Reimbursement Agreement are true and correct in all material respects as of the date hereof, except to the extent that such representations and warran... | Label: Representations |
0eff5376-5e76-4415-bac9-5bab62b29694 | Clause:
Borrower shall use the proceeds of Borrowings only for the purposes set forth in Section 7.1 . No part of the proceeds of the loans under the Facility will be used, directly or indirectly, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended, or any other applicable anti-corruptio... | Label: Use Of Proceeds |
02d53b4d-d19f-46db-8c43-16763c004cbb | Clause:
This Lease contains all of the agreements of the parties to this Lease with respect to any matter covered or mentioned in this Lease, and no prior agreement or understanding pertaining to any such matter shall be effective for any purpose. No provision of this Lease may be amended or added to except by an agre... | Label: Amendments |
4b8b618e-1c7e-49bf-8296-61a20bd3fe16 | Clause:
This Agreement will be governed by and interpreted in accordance with the laws of the State of Delaware, disregarding any state’s choice-of-law principles requiring the application of a jurisdiction’s laws other than the State of Delaware.
Task: Classify this clause into ONE of these types (exactly one label):... | Label: Governing Laws |
54b831fd-cc2d-457a-9b1d-129dd1cf8d93 | Clause:
Each Party warrants that it maintains a policy or program of insurance or self-insurance at levels sufficient to support the indemnification obligations assumed herein. Upon request, a Party shall provide evidence of such insurance.
Task: Classify this clause into ONE of these types (exactly one label):
Adjus... | Label: Insurances |
0df15e6a-51dc-4f09-b0e6-e7460207cb19 | Clause:
This Agreement supersedes all prior agreements, whether oral or written, by any officer, employee or representative of any party hereto in respect of the subject matter contained herein; and any prior agreement of the parties hereto in respect of the subject matter contained herein is hereby terminated and canc... | Label: Entire Agreements |
aed593c1-7297-40ae-99a3-cc7ea400471e | Clause:
All interest and fees chargeable under the Loan Documents shall be calculated on the basis of a 360 day year, in each case, for the actual number of days elapsed in the period during which the interest or fees accrue (or, in the case of interest in respect of Loans denominated in Alternative Currencies as to wh... | Label: Fees |
f6d2055b-6aad-43c5-8d39-92b9dbad904c | Clause:
THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE COMMONWEALTH OF THE BAHAMAS (WITHOUT GIVING EFFECT TO ANY CONFLICTS OR CHOICE OF LAWS PROVISIONS WHICH WOULD CAUSE THE APPLICATION OF THE DOMESTIC SUBSTANTIVE LAWS OF ANY OTHER JURISDICTION).
Task: Classify this clause into ON... | Label: Governing Laws |
c74b9518-0998-448a-87bf-4ca580fe0c2e | Clause:
EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION OR OTHER PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments... | Label: Waiver Of Jury Trials |
44dcb17f-a643-4a48-8653-e463df64ba32 | Clause:
Any and all notices, requests, demands and other communications provided for by this Agreement shall be in writing and shall be effective when delivered in person, consigned to a reputable national courier service or deposited in the United States mail, postage prepaid, registered or certified, and addressed to... | Label: Notices |
741fa114-6343-42fa-b8f1-9fa0624453e4 | Clause:
By accepting this Restricted Stock Award, the Participant agrees to make appropriate arrangements with the Company for satisfaction of any applicable federal, state or local income tax, withholding requirements or like requirements, including the payment to the Company upon the vesting of the Restricted Shares ... | Label: Withholdings |
2c08e9de-508d-4de6-ac67-b8ffa5b8cc4e | Clause:
The Restricted Stock is granted without requirement of payment.
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, Bin... | Label: Payments |
28b86194-9981-49b6-8c84-53761128b7a9 | Clause:
EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK LOCATED WITHIN THE FIRST DEPARTMENT OF THE NEW YORK STATE UNIFIED COURT SYSTEM AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW Y... | Label: Submission To Jurisdiction |
122f259d-89f0-4343-a2b4-342340bff84a | Clause:
Each representation and warranty of each Loan Party contained in the Loan Documents is true and correct in all material respects as of the date hereof (except (a) to the extent that any such representation and warranty is expressly limited to an earlier date, in which case, on the date hereof, such representati... | Label: Warranties |
cd6ac93c-a941-466a-bb2d-035df1eebebe | Clause:
This Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective heirs, personal representatives, successors, and assigns, whether by instrument, operation of law, or otherwise. Except as expressly set forth in Section 9.7 or in this Section 10.2 , neither Ameris, on th... | Label: Assignments |
1fdd7491-1818-4671-8c2c-74bdfc3bb0d9 | Clause:
Developer shall secure in the name of Owner all warranties and guarantees of the work by the Contractor, suppliers and manufacturers of components of the Project. Such warranties shall be assigned to Owner. After final completion of the Project and during the period of time which any particular warranty survive... | Label: Warranties |
e80f6dc5-3375-4f1e-881b-9c7abde86fe0 | Clause:
Tenant warrants that it has had no dealings with any real estate broker or agent in connection with the negotiation of this Amendment other than Stream Realty Partners, L.P. (“Landlord’s Broker”) and SkylesBayne (“Tenant’s Broker”) and that it knows of no other real estate brokers or agents who are or might be ... | Label: Brokers |
6cbee559-9f66-43b9-bb36-069acc0f2c0e | Clause:
Subtenant shall, at Subtenant’s sole expense and with counsel reasonably acceptable to Sublandlord, indemnify, defend, and hold harmless Sublandlord and all other Landlord Parties with respect to all losses arising out of or resulting from the release of any Hazardous Material in or about the Premises, Building... | Label: Indemnifications |
33e4fa3a-1e83-4c7d-9397-eb897de2ce2e | Clause:
This Agreement may be executed in identical counterparts, and all such executed counterparts shall constitute the same agreement. It shall be necessary to account for only one such counterpart in proving this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreem... | Label: Counterparts |
8887b023-6fa9-490f-8196-3b0cb1959578 | Clause:
All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivere... | Label: Notices |
0f7c8a2e-518f-4003-8e55-bc0bc7391334 | Clause:
Without limiting or waiving in any respect any rights or remedies of the parties hereto under the Agreement, each of the parties will be entitled to seek specific performance of the obligations to be performed by the other in accordance with the provisions of the Agreement. The Company and the Investors hereby ... | Label: Specific Performance |
c15de85b-b763-4572-a8f2-d9ceabd1e3d9 | Clause:
The execution, delivery, and performance by the Grantee of this Agreement and the consummation by the Grantee of the transactions contemplated hereby will not, with or without the giving of notice or lapse of time, or both (i) violate any provision of law, statute, rule or regulation to which the Grantee is sub... | Label: No Conflicts |
85894ea3-5468-4c6a-bfef-cbd1bdf44aa2 | Clause:
Executive shall retain in confidence any and all confidential information concerning the Company and its respective business which is now known or hereafter becomes known to Executive, except as otherwise required by law and except information (i) ascertainable or obtained from public information, (ii) received... | Label: Confidentiality |
6f2dcbf9-c65b-44f8-8b2f-895efc487bd9 | Clause:
The Company and the Subsidiaries have filed all federal, state, local and foreign tax returns which have been required to be filed and paid all taxes shown thereon through the date hereof, to the extent that such taxes have become due and are not being contested in good faith, except where the failure to do so ... | Label: Taxes |
2cd2cd85-38f5-4f47-9983-5c4307ec5f4f | Clause:
This Agreement is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. This Agreement supersedes all prior agreements and understandings ... | Label: Entire Agreements |
163b7df5-456f-4b56-8fa9-8d24111d436f | Clause:
This Amendment and Waiver Agreement, together with the Collective Agreements contains the entire agreement of the Parties with respect to the subject matter thereof and supersedes all prior agreements and understandings, oral or written, with respect to such matters. This Amendment and Waiver Agreement shall in... | Label: Miscellaneous |
72c733b3-a877-41e9-a1aa-55c6e07c7b84 | Clause:
The Borrower further agrees that the Borrower will join with the Lender in executing and that the Borrower shall pay all reasonable expenses of filing or recording such notices, financing statements or other documents or instruments, in form and substance reasonably satisfactory to the Lender and its counsel, a... | Label: Further Assurances |
f2a06127-5e24-4181-ba79-2c6a44174523 | Clause:
The initial term of this Agreement shall be one (1) year from the Effective Date (“ Initial Term ”), unless otherwise terminated pursuant to Section 4 of this Agreement. This Agreement shall automatically renew for four (4) successive one (1) year terms unless either party gives written notice of its or his int... | Label: Terms |
44177bfd-f887-403d-a002-32a772e40eb8 | Clause:
Any disputes arising out of or related to this Agreement or any breach or alleged breach hereof shall be exclusively decided by the Hennepin County District Court in Minnesota. Executive hereby irrevocably consents to the personal jurisdiction of this court in connection with any dispute related to this Agreeme... | Label: Venues |
090fa9c0-65a6-4168-862b-06fd57875c5f | Clause:
(a) Notices, requests and demands to or upon Secured Party shall be effected in the manner set forth in Section 6.9 of the Seventeenth Amendment, and (b) notices, requests and demands to or upon any other Pledgor shall be effected in the manner set forth in the applicable Guaranty Agreement.
Task: Classify thi... | Label: Notices |
c1fb9516-5a73-4815-a425-12e2c932f122 | Clause:
The initial term of the Collaborative Research shall begin as of the Effective Date and shall end on the date which is five (5) years after the Effective Date, unless terminated sooner pursuant to Section 8.1 hereof. This Agreement may be extended or renewed only by mutual written agreement executed by duly-aut... | Label: Terms |
8204345b-2bac-42af-901e-382a8cfd6f46 | Clause:
THE BORROWER HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR TEXAS STATE COURT SITTING IN FORT WORTH, TEXAS IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENTS AND THE BORROWER HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTI... | Label: Consent To Jurisdiction |
1bb55fd5-4a20-4775-8299-cc509bc13178 | Clause:
The Lenders shall have received from the Lead Borrower (i) the audited consolidated balance sheets of the Lead Borrower and its Subsidiaries as of December 31, 2014 for the Fiscal Year then ended and the related consolidated statements of income, stockholders’ equity and cash flows of the Lead Borrower and its ... | Label: Financial Statements |
b092bd36-8378-4c77-905c-172f5c25d33f | Clause:
This Agreement and the other Loan Documents may be executed (including by facsimile transmission) with counterpart signature pages or in any number of counterparts, each of which shall be an original, but all of which together shall be deemed to constitute one instrument. This Agreement and the other Loan Docum... | Label: Counterparts |
c610adef-7dee-49a1-949e-dedbec64cd5d | Clause:
Guarantor is and will be, after giving effect to the obligations contemplated under this Seventh Amendment, Solvent.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, ... | Label: Solvency |
833833f1-c12e-4d04-874a-44d74ed5d61f | Clause:
Each individual executing this Seventh Amendment on behalf of the respective parties hereto represents and warrants that he/she is duly authorized to execute and deliver this Seventh Amendment on behalf of the respective party hereto and that this Seventh Amendment is binding upon the respective party in accord... | Label: Authority |
01a4e1ff-2609-4da2-84a6-bc508a8a6ba0 | Clause:
(a) The Credit Parties will execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents), which may be required under any App... | Label: Further Assurances |
d6fe8630-768c-468c-9e29-fa384adfad95 | Clause:
This Lease will be interpreted and construed in accordance with the following substantive Laws and the Laws of the United States generally applicable therein, without regard to any provisions of choice of law rules that would result in a different outcome: (a) the Laws of California with respect to contract mat... | Label: Governing Laws |
36c50b06-10a3-45e6-9881-0cf12c85a1fd | Clause:
The description of the Common Stock set forth in the General Disclosure Package and the Prospectus is correct in all material respects. The Forward Settlement Shares (which means the “Settlement Shares” as defined in the Confirmation(s)) have been duly authorized by the Company for issuance and sale to the For... | Label: Authorizations |
fad755d7-e9e3-4741-b568-1d918a285c0f | Clause:
This Agreement may be signed in counterparts, each of which will be deemed an original and all of which will together constitute one agreement. Delivery of an executed signature page to this Agreement by a Party by electronic transmission, including fax or email, will be as effective as delivery of a manually e... | Label: Counterparts |
197b8a75-aeea-45b5-bc4d-1db78bbe3ee2 | Clause:
All notices, requests and demands to or upon Collateral Agent or any Grantor hereunder shall be effected in the manner provided for in Section 13.03 of the Credit Agreement; provided , however , that any such notice, request or demand to or upon any Grantor shall be addressed to Company’s notice address set for... | Label: Notices |
2a511a7c-76e1-45e3-9a0b-68ff9a6548ae | Clause:
The Company agrees that, for a period of eighteen (18) months following the date hereof, the Company’s management shall not, in any communications with the press or other media or any customer, client or supplier of the Company or any of its subsidiaries, make any statement which disparages or is derogatory of ... | Label: Non-Disparagement |
6231a2f3-fd82-4a8a-a923-032c9099ae33 | Clause:
The Parties hereto agree that they hereby irrevocably waive the right to trial by jury in any action to enforce or interpret the provisions of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Appr... | Label: Waiver Of Jury Trials |
eae59c00-23e1-469a-b426-505272e30ed0 | Clause:
This Agreement may not be amended except by a writing signed by the Company and Participant.
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, Authorization... | Label: Amendments |
705c3ad4-da9d-49b0-922b-0364b3e31669 | Clause:
The Addendum will begin on the Effective Date and run coterminous with the Agreement until no later than July 15, 2016 (the “ Addendum Term ”). For the avoidance of doubt, Sections 22.2 and 22.3 of the Agreement apply to this Addendum. Upon termination of the Addendum, the Agreement shall remain in full force a... | Label: Terms |
6e64db75-44ae-4718-b9dd-ede18ba3d4a2 | Clause:
An SAR shall confer on the Grantee a right to receive an amount with respect to each share of Stock subject thereto, upon exercise thereof, equal to the excess of (A) the Fair Market Value of one share of Stock on the date of exercise over (B) the grant price of the SAR (which in the case of an SAR granted in t... | Label: Payments |
0eb0ded5-65f2-46d0-8928-97678a170513 | Clause:
The Company is duly organized, validly existing and in good standing under the laws of the state of their respective organization and are duly qualified and in good standing or has applied for qualification as a foreign corporation authorized to do business in each jurisdiction where, because of the nature of i... | Label: Organizations |
143d8e16-3d77-4192-9048-fc6a88848b01 | Clause:
This Agreement and the Plan constitute the entire contract between the parties hereto with regard to the subject matter hereof and supersede any other agreements, representations or understandings (whether oral or written and whether express or implied) which relate to the subject matter hereof.
Task: Classify... | Label: Entire Agreements |
0391e962-58f4-404d-8458-2ce1e02eec9d | Clause:
This Agreement constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, representations and warranties and agreements, both written and oral, with respect to such subject matter. T... | Label: Entire Agreements |
465a0805-cb53-4b12-a03c-6b32c2c234ec | Clause:
The Borrower will, and will cause each of its Restricted Subsidiaries to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Sec... | Label: Existence |
250b153e-468e-4235-b82e-9b3d541410a2 | Clause:
This Agreement and each other Transaction Agreement to which such Backstop Participant is a party (a) has been, or prior to its execution and delivery will be, duly and validly executed and delivered by such Backstop Participant and (b) when executed and delivered, assuming this Agreement has been duly authoriz... | Label: Enforceability |
b8ca2868-e648-4e6e-bf9f-0ecfdf2dc0d9 | Clause:
[**], unless and to the extent the Recall or Product Withdrawal is based on the fault of [**], including in relation to Manufacture in which case such [**].
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approv... | Label: Expenses |
d28ee6c6-7628-47a0-a8d6-2f9a7dde9656 | Clause:
The Grantee shall, not later than the date as of which the receipt of this Award becomes a taxable event for Federal income tax purposes, pay to the Company or make arrangements satisfactory to the Committee for payment of any Federal, state, and local taxes required by law to be withheld on account of such tax... | Label: Tax Withholdings |
35838a26-c512-4274-9c4a-8bdfa73e95ad | Clause:
HFOL and the HFOL Shareholder shall have performed and complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by each of them on or prior to the Closing Date.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustm... | Label: Agreements |
ea0caace-9a88-4347-a50b-2a6151f0fc5d | Clause:
The Property is covered by property, casualty, liability, business interruption, windstorm, flood, earthquake and other applicable Policies as and to the extent, and in compliance with the applicable requirements of Section 5.1.1 and Borrower has not taken (or omitted to take) any action that would impair or in... | Label: Insurances |
3dd785b5-71e8-4f09-b77a-fc20878fa9c1 | Clause:
In the event of a Termination of Service for any reason, the unvested portion of the Participant’s SARs shall be immediately forfeited and all rights thereunder shall cease.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applic... | Label: General |
f6764f4d-8a8e-45db-bdc5-aaf37652ddf7 | Clause:
Except for fees and expenses of Seller with respect to Guggenheim Securities, neither Seller nor any of its Affiliates has retained any broker or finder, made any statement or representation to any person which would entitle such person to, or agreed to pay, any broker’s, finder’s or similar fees or commissions... | Label: Brokers |
693e4651-cb48-40b8-bf90-18bbccc2115c | Clause:
Employee’s annual base salary for all services rendered shall initially be One Hundred Sixty-Seven Thousand and 00/100 Dollars ($167,000.00) (less applicable taxes and withholdings) payable in accordance with the Bank’s customary payroll practices as they may exist from time to time (“ Base Salary ”). The Emplo... | Label: Base Salary |
c9df82ab-aa80-4c9f-9652-315ed6a65dc2 | Clause:
This Agreement may be amended from time to time by a written amendment duly executed and delivered by the parties hereto, with the written consent of the Owner Trustee but without the consent of the Securityholders, for the purpose of adding any provisions to or changing in any manner or eliminating any of the ... | Label: Amendments |
80089d57-c10e-489d-a145-efb091595294 | Clause:
Pursuant to Section 1(a)(ii) of the Administration Agreement, the Administrator shall indemnify, defend and hold harmless the Owner Trustee, the Certificate Registrar and any Paying Agent and their respective successors, assigns, agents, servants, officers and employees (each, an “ Indemnified Party ” and colle... | Label: Indemnifications |
927bb6bf-ceda-4c7d-9f2c-5c3a1d83644d | Clause:
THIS AGREEMENT, THE WAREHOUSING NOTES, THE WAREHOUSING ADVANCES AND OTHER LOAN DOCUMENTS SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATION... | Label: Governing Laws |
9d8b40e3-2617-4187-b214-215d4ec956da | Clause:
Nexus has been and is in compliance with, and has not received any notice of any violation of any, applicable law, order, ordinance, regulation or rule of any kind whatsoever, including without limitation the Securities Act, the Exchange Act, the applicable rules and regulations of the SEC or the applicable sec... | Label: Compliance With Laws |
0b5aa980-c4c2-4f7d-8561-db0c58232cce | Clause:
Notwithstanding any other provision of this Agreement, each Contributor Member jointly and severally hereby indemnifies and agrees to defend, through attorneys acceptable to Company, and hold harmless Company, the Manager and their respective affiliates, officers, members, agents, successors and assigns from an... | Label: Indemnity |
ddfa0a5d-e0db-49d8-abfc-2123c52ace5c | Clause:
Capitalized terms not otherwise defined in this Restricted Stock Award Agreement (this “ Agreement ”) have the meanings given them in the Plan.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitrat... | Label: Defined Terms |
d63e6176-6178-424b-972a-64bbf19edcb7 | Clause:
This Agreement sets forth the entire agreement and understanding between the Company and me relating to the subject matter herein and merges all prior discussions between us. No modification of or amendment to the Agreement, nor any waiver of any rights under this agreement, will be effective unless in writing ... | Label: Entire Agreements |
82ee0df7-3677-4e05-8bf6-3d11ea73c079 | Clause:
This Guaranty, including any agreement, document or instrument attached hereto or referred to herein, integrates all the terms and conditions mentioned herein or incidental hereto and supersedes all oral negotiations and prior agreements and understandings of the parties hereto in respect to the subject matter ... | Label: Entire Agreements |
102496e8-b42b-4986-9652-c0aeb23d3bcc | Clause:
There is no action, suit, investigation or proceeding pending or, to the knowledge of either Borrower, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Material Adverse Effect.
Task: Classify this clause into ONE of these types (exactly one ... | Label: Litigations |
f584dd6c-a8b0-4ab7-97f8-802dbbbf1687 | Clause:
Subject to the terms and conditions herein provided, each of the parties hereto agrees to use all reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreemen... | Label: Further Assurances |
8e53f500-4ac4-43b9-b92b-950ec944880c | Clause:
All schedules are hereby incorporated by reference and are expressly made a part hereof. There are no other representations, understandings or agreements heretofore made between or among any of the Parties, except those that are expressly set forth herein. Except for the agreements, instruments and understandin... | Label: Entire Agreements |
8f8df38f-06aa-4999-83c2-a5249140a762 | Clause:
Borrowers shall pay to Agent, for the account of Agent, as and when due and payable under the terms of the Fee Letter in favor of Agent, the fees set forth in such Fee Letter.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Appl... | Label: Fees |
e6466123-1431-4819-87ae-a46db22b94b7 | Clause:
Notwithstanding anything to the contrary contained herein or in the Plan, if the Participant has engaged in or engages in any Detrimental Activity, then the Committee may, in its sole discretion, take actions permitted under the Plan, including: (i) cancel the Options, or (ii) require that the Participant forfe... | Label: Forfeitures |
93e1290e-8a88-492c-8e60-e96ce8e69381 | Clause:
This Agreement constitutes the entire agreement of the Parties regarding the subject matter hereof, and any and all prior discussions, negotiations, proposals, agreements and/or understandings, whether written or oral, are superseded and merged herein; provided, however, that the Indemnification Agreement, the ... | Label: Entire Agreements |
37b15668-1f7d-4bf2-9a0d-3052ffed0dca | Clause:
The Executive agrees that the Executive will not publish or communicate to any person or entity Disparaging (as defined herein) remarks, comments or statements concerning the Releasees. The Company and its officers shall not publish or communicate to any person or entity any Disparaging remarks comments or stat... | Label: Non-Disparagement |
644e0924-f27f-455b-bd8f-b3b5008a272b | Clause:
Each of the parties represents and warrants to the other party that: (a) such party has all requisite power and authority to execute and deliver this Agreement and to perform its obligations hereunder, (b) this Agreement has been duly and validly authorized, executed and delivered by it and is a valid and bind... | Label: Representations |
36a94436-cb49-410a-a7f2-7571404358ad | Clause:
This Agreement, together with the documents referred to herein, constitutes and expresses the whole agreement of the parties hereto with reference to any of the matters or things herein provided for or herein before discussed or mentioned with reference to the Executive’s employment with the Company, and it can... | Label: Entire Agreements |
25e2c862-def9-4a2f-9c0b-9990836ab091 | Clause:
The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500 (to be paid by the assignor or the assignee); provided , however , that (i) the Administrative Agent may, in its sole discreti... | Label: Assignments |
478d189e-ee3d-4aed-ba5b-f7cadc74fde5 | Clause:
This Agreement shall terminate upon death of the Executive; provided, however, that in such event the Employer shall pay to the estate of the Executive the compensation, including Base Salary and accrued but unused paid-time off in accordance with Employer’s policies with respect thereto, which otherwise would ... | Label: Death |
56e242ba-7c39-4897-8e2a-1a886dc1d4cc | Clause:
Upon a Change in Control prior to the vesting of all shares of Restricted Stock hereunder, all of the unvested shares of Restricted Stock shall vest immediately and shall no longer be subject to cancellation pursuant to Section 4 or the transfer restrictions set forth in Section 7.
Task: Classify this clause i... | Label: Change In Control |
3a2b2b09-2def-4de9-b6d8-ff90b1f0c7d5 | Clause:
Borrower shall permit Lender and Lender’s duly authorized representatives (including, without limitation, the Consulting Engineer or Progress Inspector) no more than twice per month to enter upon the Land and to inspect the Improvements and any and all materials to be used in connection with the construction of... | Label: Cooperation |
fc1491db-9e90-47c0-9b9a-29b9678adf10 | Clause:
Neither the execution and delivery by Seller of any of the Seller Closing Documents, nor the performance by Seller of any of its obligations under any of the Seller Closing Documents, nor the consummation by Seller of the transaction described in this Agreement will violate any provision of Seller’s organizatio... | Label: No Conflicts |
b3d84b29-3247-4cb5-880c-ee3b72a0f494 | Clause:
Executive agrees that the terms and conditions of this Agreement shall remain confidential as between the parties and, unless required by law, Executive shall not disclose them to any other person, other than to Executive’s legal and financial advisors or members of Executive’s immediate family, who shall also ... | Label: Confidentiality |
832bd45f-faae-4053-9536-98de6b4d6fec | Clause:
E ACH GRANTOR HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY T EXAS STATE OR FEDERAL COURT SITTING IN H OUSTON , T EXAS IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS S ECURITY A GREEMENT OR THE OTHER C REDIT D OCUMENTS , AND EACH G RANTOR HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESP... | Label: Submission To Jurisdiction |
fb0a7afd-ae4d-4dea-90da-fb4d993fd148 | Clause:
This Agreement (including the exhibits hereto)_constitutes the full and entire understanding and agreement of the parties with regard to the subjects hereof and supersedes in their entirety all other prior agreements, whether oral or written, with respect thereto, except as provided herein. This Agreement supe... | Label: Entire Agreements |
a34615c9-c57f-4cd0-8ff6-e336b07be8c6 | Clause:
If a claim or request under this Section 6 is not paid by the Company or on its behalf, within thirty (30) days after a written claim or request has been received by the Company, Executive may at any time thereafter bring an arbitration claim against the Company to recover the unpaid amount of the claim or requ... | Label: Enforcements |
149b1e24-23f7-48f8-9a35-2fc24c94f617 | Clause:
The terms and conditions of this Agreement shall be governed by the laws of the province of Ontario. In the event either party institutes litigation hereunder, the prevailing party shall be entitled to reasonable attorneys’ fees to be set by the trial court and, upon any appeal, the appellate court.
Task: Clas... | Label: Applicable Laws |
64ffdb71-18bf-4cad-8930-9a3ac00b1a18 | Clause:
The Company has disclosed to the Lenders or made available through the SEC’s EDGAR filing system all material agreements, instruments and corporate or other restrictions to which it or any Subsidiary is subject, and all other matters actually known to it, that, individually or in the aggregate, could reasonably... | Label: Disclosures |
169706d2-c480-4de2-9e41-aafc6c6c97d3 | Clause:
All disputes relating to, arising from, or connected in any manner with this Agreement shall be resolved exclusively through final and binding arbitration under the rules and auspices of JAMS pursuant to its Arbitration Rules & Procedures. The arbitration shall be held in the Borough of Manhattan, New York, New... | Label: Arbitration |
7e102c3f-636d-4442-be84-8b57aad12eeb | Clause:
This Agreement may be executed simultaneously in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. This Agreement may be executed by facsimile or scanned signature and any such facsimile or scanned signature shall be dee... | Label: Counterparts |
a6b610d4-48f7-4a6b-9b7f-20ae6a6dd1f8 | Clause:
This Agreement, together with the Purchase Agreement (including exhibits, annexes and appendices thereto and the Seller Disclosure Letter), the Financing Letter, the Note, the Mortgages, the Financing Documents and the Guaranty sets forth the entire agreement and understanding of the Parties in respect of the p... | Label: Entire Agreements |
5ff9720d-d282-497c-8db8-7fd38cbcbe6b | Clause:
This Warrant Agreement, as it relates to the 4-Year Warrants and the 5-Year Warrants shall terminate at the 4-Year Expiration Date and the 5-Year Expiration Date, respectively (or Close of Business on the Settlement Date with respect to any Exercise Notice delivered or deemed delivered prior to the applicable E... | Label: Terminations |
0fa97878-8d42-4844-8ea4-3fc232311bfb | Clause:
The Plan and all Options granted hereunder shall be construed in accordance with and governed by the laws of the State of Delaware without reference to choice of law principles and subject in all cases to the Code and the regulations thereunder.
Task: Classify this clause into ONE of these types (exactly one l... | Label: Governing Laws |
c6259c58-ad89-446d-9d51-9f8e5d18d2f9 | Clause:
The business and operations of the Acquiror Company, to the knowledge of the Acquiror Company, have been and are being conducted in accordance with all applicable Laws and Orders. The Acquiror Company has not received notice of any violation (or any Proceeding involving an allegation of any violation) of any ap... | Label: Compliance With Laws |
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