id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
e735d24b-c999-4e4a-be81-ecf07d4b809a | Clause:
Except as provided in Section 3(d), any dispute or controversy arising under or in connection with this Agreement or otherwise in connection with Executive’s employment by the Company or the termination thereof that cannot be mutually resolved by the parties to this Agreement and their respective advisors and r... | Label: Arbitration |
282b8568-6fe1-4c6f-88c3-58cbab6f83c5 | Clause:
This Agreement shall be governed by and interpreted in accordance with the laws of the State of Tennessee applicable to contracts made and to be performed entirely within the State of Tennessee.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Co... | Label: Governing Laws |
9a62a6dd-4e58-4946-a1d7-c0d06a153441 | Clause:
Except with respect to Liens permitted under Section 6.2 of the Credit Agreement, without the prior written consent of the Collateral Agent (acting at the direction of the Administrative Agent on behalf of the Required Lenders), the Borrower shall not file or authorize to be filed in any jurisdiction, any effec... | Label: Liens |
e3fa378b-9d6c-454a-a37f-524dd7ce6610 | Clause:
During the Employment Term, the Company will pay to the Executive a base salary at the annualized rate of not less than $800,000 (the base salary in effect from time to time, the “ Base Salary ”). The Base Salary will be paid to the Executive in accordance with the Company’s customary compensation practices fro... | Label: Base Salary |
80933540-a607-4dd7-8cd3-aa0e06465d44 | Clause:
The Borrower will not, nor will it permit any Subsidiary to, enter into any arrangement, directly or indirectly, whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property... | Label: Sales |
935ad8bd-5c2c-41af-a9c4-dc3357f423d2 | Clause:
This Agreement may be executed in several counterparts, each of which will be deemed an original, and all of such counterparts together shall constitute one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws... | Label: Counterparts |
36b3a868-7fa9-4dd3-aea7-b2b3c0fd8745 | Clause:
This Agreement may be terminated by the Board of Directors of Target or Longbau only in the event that Longbau or Target does not meet the conditions precedent set forth in Articles VI and VII. If this Agreement is terminated pursuant to this section, this Agreement shall be of no further force or effect, and n... | Label: Terminations |
ebacf3b6-40bb-49c6-a24d-e0b6a04ab110 | Clause:
This Joinder Agreement shall be governed by, and construed in accordance with, 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, Approvals, Arbitration, Assignments, Assigns, Auth... | Label: Governing Laws |
0b63b3a9-69a1-4df6-886b-800769efa1f7 | Clause:
The issued and outstanding shares of Common Stock have been duly authorized and validly issued and are fully paid and non-assessable; none of the outstanding shares of capital stock were issued in violation of the preemptive or other similar rights of any securityholder of the Company and the authorized, issued... | Label: Capitalization |
e2d455c3-cdb0-4a53-b0b9-61499c0cd28e | Clause:
You will be eligible for major medical, prescription, vision and dental benefits the 1 st of the month following your hire date. Other benefits including life and disability insurance, participation in our employee stock purchase plan, and 401(k)/Retirement Plan will be available as per their normal enrollment ... | Label: Benefits |
b2a664f1-0782-424b-989c-65d7104ab448 | Clause:
Except for the pending bankruptcy cases of Station Casinos, Inc., and its affiliated debtors, to such Person’s actual knowledge, there is no litigation or proceeding pending or threatened against such Person or any Affiliate of such Person that could adversely affect the validity of this Agreement or the abilit... | Label: Litigations |
872f2c28-3831-4eca-82a6-cd6188a8e5ec | Clause:
The Purchaser hereby acknowledges and agrees that the subscription hereunder is irrevocable by the Purchaser, except as required by applicable law, and that this Subscription Agreement shall survive the death or disability of the Purchaser and shall be binding upon and inure to the benefit of the parties and th... | Label: Binding Effects |
7e6e1b8b-18b6-4a40-822b-80ace22d28b3 | Clause:
The proceeds of the Loan shall be exclusively for working capital of the Borrower and to pay the costs, fees and expenses incurred in connection with this financing. The Borrower covenants and agrees that no proceeds from the Loan shall be paid or distributed to any member, manager, officer, director or employ... | Label: Use Of Proceeds |
cc846032-db0e-4193-a56d-a7604d7eebee | Clause:
If any portion of this Agreement is held invalid by operation of law, the remaining terms of this Agreement shall not be affected, provided, however, that if the release in paragraph 4(b) of this Agreement is held invalid, Employer shall have the right to seek rescission of this Agreement.
Task: Classify this ... | Label: Severability |
2b24b884-fc77-487c-802f-761275f23644 | Clause:
The Company and each of its Subsidiaries is, and since January 1, 2014 has been, in compliance in all material respects with all Applicable Laws (whether civil, criminal, corporate or administrative), subordinate legislation, treaties, directives, decisions, bylaws, circulars, codes, orders, notices, demands, d... | Label: Compliance With Laws |
098a7d85-d706-47e2-80d8-7f155620bcca | Clause:
Other than consummating the transactions contemplated hereunder, such Purchaser has not directly or indirectly, nor has any Person acting on behalf of or pursuant to any understanding with such Purchaser, executed any purchases or sales, including Short Sales, of the securities of the Company during the period ... | Label: Confidentiality |
4325060e-6255-4972-a20a-324466165d75 | Clause:
All Subsidiaries of the Company are set forth on Schedule 3.1(a) . The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and ... | Label: Subsidiaries |
07bd92d3-3512-4e8c-85ba-df2df1b55019 | Clause:
There is no Litigation, action, suit, proceeding, claim, arbitration or investigation pending or, to the knowledge of the Company, threatened in writing against the Company or its Subsidiaries, nor are the Company or its Subsidiaries subject to any outstanding order, writ, judgment, injunction or decree that, i... | Label: Litigations |
a94b1388-5f31-4420-9df7-65523a158534 | Clause:
This Amendment shall become effective as of the date hereof (the “ Effective Date ”) upon (i) receipt by the Administrator of counterparts to this Amendment duly executed by each of the parties hereto, (ii) receipt by the Administrator of counterparts to the Fee Letter duly executed by each of the parties there... | Label: Effectiveness |
be8ee53b-5896-4b26-bd37-a083228a6920 | Clause:
Debtor hereby represents and warrants to Secured Party that: (A) Debtor is not in default under any indenture, mortgage, deed of trust, agreement or other instrument to which it is a party or by which it may be bound. Neither the execution nor the delivery of this Agreement, nor the consummation of the transact... | Label: Warranties |
6889f692-71f0-491c-a382-b438666a4020 | Clause:
Borrower hereby agrees to indemnify Lender from and against all losses, costs, expense, demands and damages whatsoever which Lender may suffer or incur in respect of any claims which have or may be brought by any third party relating to this Agreement, the Financing Agreements, or the transactions contemplated ... | Label: Indemnity |
ffb94455-a833-4d3a-87eb-b7387c344cda | Clause:
Any notice, claim, request or demand required or permitted hereunder shall be in writing and shall be deemed given if delivered personally or sent by electronic transmission or by registered or certified mail, postage prepaid: (a) if to the Corporation, to LSI Industries Inc., 10000 Alliance Road, Cincinnati, ... | Label: Notices |
c3ed342d-1650-4d16-ab93-655c96a2e08c | Clause:
If there is any conflict between the terms of this Amendment and the terms of the Lease, the terms of this Amendment shall govern. Except as herein specifically set forth, all other provisions of the Lease shall remain in full force and effect and be binding upon the parties in accordance with their terms. The ... | Label: Interpretations |
3f79ba49-a21e-4a32-b063-b60c0144bd12 | Clause:
No representation or warranty by HCM contained in this Agreement, and no statement contained in the HCM Disclosure Schedule or any other document, certificate or other instrument delivered or to be delivered by or on behalf of HCM pursuant to this Agreement, contains or will contain any untrue statement of a ma... | Label: Disclosures |
241621ec-3a40-4e41-82eb-cbe78b0570aa | Clause:
EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES, AND AGREES TO CAUSE ITS SUBSIDIARIES TO WAIVE, ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
Task: Classify this clause into ONE of the... | Label: Waiver Of Jury Trials |
30b61218-d210-4550-806d-5480a79e15a7 | Clause:
By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the relevant Issuing Bank or the Lenders, the relevant Issuing Bank hereby grants to each Lender, and each Lender hereby acquires from the relevant Issuing Ba... | Label: Participations |
931f37a1-9f54-44ac-b106-d45df9c8db05 | Clause:
Notwithstanding section 4(m) of the Purchase Agreement, s o long as the Borrower shall have any obligation under this Note, the Borrower shall not (i) create, incur, assume guarantee, endorse, contingently agree to purchase or otherwise become liable upon the obligation of any person, firm, partnership, joint v... | Label: Liens |
ad9acd00-5098-449c-a9b0-844888488199 | Clause:
Other than Buyer’s Broker and Seller’s Broker (as such terms are defined in Section 6.1 below), Buyer has had no contact with any broker or finder with respect to the Property.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, App... | Label: Brokers |
53008603-0442-44ab-8610-098cc3144a8a | Clause:
Seller has received no written or, to Seller’s knowledge, verbal notices of non-compliance with any laws, rules and regulations applicable to the Assets or Facility. Seller is in material compliance with all federal, state and local laws, rules and regulations which relate to the operations of the Facility.
Ta... | Label: Compliance With Laws |
b9c39b84-8c42-4084-9112-a07205307fcc | Clause:
Except as limited by applicable Law and subject to the provisions of this Section 8.01 , the Managers of the Company, and the directors or managers of each Subsidiary thereof (each an “ Indemnitee ”), shall not be liable for, and shall be indemnified and held harmless by the Company against, any losses, liabili... | Label: Indemnifications |
4782b2b2-8c44-402f-bc51-440053311dc5 | Clause:
Upon the terms and subject to the conditions set forth in this Agreement, each of the parties agrees to use commercially reasonable efforts to take, or cause to be taken, all actions, and use commercially reasonable efforts to do, or cause to be done, and to assist and cooperate with the other parties in doing,... | Label: Cooperation |
a7f36c5f-e107-4d0c-a628-eafed3408439 | Clause:
Executive warrants that Executive has, and will continue to comply fully with Section 3(c) of the Employment Agreement and the provisions of the Confidential Information, Assignment of Rights, Non-Solicitation and Non-Competition Agreement by and between the Company and the Executive.
Task: Classify this claus... | Label: Confidentiality |
8e0e4223-faf4-4e51-bfbf-ac415976b5e6 | Clause:
The Maker is not in default in any respect under any contract, lease, loan agreement, indenture, mortgage, security agreement or other agreement or obligation to which it is a party or by which any of its properties is bound which default would have or would be reasonably expected to have a Material Adverse Eff... | Label: No Defaults |
0b6fd240-934a-4b01-8e94-4f5349f764e3 | Clause:
This Agreement and the Schedule to the Agreement constitutes the entire agreement among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements and understandings pertaining thereto.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agre... | Label: Integration |
d52db973-7046-407d-9f51-8c65629f91b3 | Clause:
This Amendment shall be governed by and construed in accordance with the domestic laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction o... | Label: Governing Laws |
8a41b89f-a08b-42e6-8d58-62613358fe50 | Clause:
Each Purchaser, severally and not jointly with the other Purchasers, covenants that neither it, nor any Affiliate acting on its behalf or pursuant to any understanding with it, will execute any Short Sales of any of the Company's securities from the date hereof until the earlier of (x) the six (6) month anniver... | Label: Confidentiality |
761b31f0-b327-457b-8cbf-ac19d90712da | Clause:
If either party to this Agreement waives a breach by the other party, that waiver shall not waive any other breach and shall not serve as a continuing waiver. No waiver shall be effective unless it is in writing and signed by both parties to this Agreement.
Task: Classify this clause into ONE of these types (e... | Label: No Waivers |
4c09a893-bc36-41a9-b5af-38d5b983abbf | Clause:
This Agreement and the other Loan Documents contain the entire agreement of the parties hereto and thereto in respect of the transactions contemplated hereby and thereby, and all prior agreements among or between such parties, whether oral or written between Borrower and Bank are superseded by the terms of this... | Label: Entire Agreements |
89cab95c-85d8-486f-aa10-1ab1df89aaa9 | Clause:
This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without any effect whatsoever on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the Closing has not been consummated on or before July ___, 2016; pro... | Label: Terminations |
2e23fde3-68ff-4816-83ed-5ff76b011478 | Clause:
Article IX shall survive the termination of this Agreement and Closing.
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, Benef... | Label: Survival |
2fe4ab70-bdda-4186-b599-d42d6f3ea61a | Clause:
Neither party may issue any press release or make any public statement regarding this Agreement without the other’s written approval [***] .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration... | Label: Publicity |
17010903-2d52-4a40-9abe-a4933a8ca620 | Clause:
Executive and the Company each irrevocably: (i) submits to the exclusive jurisdiction of the Louisiana courts and the United States district court(s) in Louisiana for the purpose of any proceedings arising out of this Agreement or any transaction contemplated by this Agreement; (ii) agrees not to commence such ... | Label: Consent To Jurisdiction |
8b72b3f8-c357-412c-a3a7-7b795944e52b | Clause:
This Agreement shall continue in full force and effect for a term commencing on the Closing Date and ending on May 4, 2016 (the “ Maturity Date ”). Notwithstanding the foregoing or any other provision of this Agreement or any other Loan Document, Lender’s obligations to make Advances (or otherwise extend credit... | Label: Terms |
3f089f66-0131-475f-8838-7612f521a2e1 | Clause:
Upon the exercise of a SAR, the Company shall pay to the Participant an amount equal to the number of shares subject to the SAR that is being exercised multiplied by the excess of the Fair Market Value of one (1) share of Common Stock on the exercise date over the Strike Price, less an amount equal to any Feder... | Label: Payments |
cc6b3037-18a3-4adb-8523-0f0f55678661 | Clause:
THIS SEVENTH AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS SEVENTH AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments... | Label: Governing Laws |
edb164ca-4218-420e-bf17-0dc16b97d2b3 | Clause:
Each Party shall immediately provide the other Party with written notice reasonably detailing any (i) known or alleged infringement of any Agios Patents, Celgene Collaboration Patents or Joint Patents, or known or alleged misappropriation of any Agios Know-How, Celgene Collaboration Know-How or Joint Inventions... | Label: Notices |
0330af62-cd20-43ad-befd-9c5c93059bf2 | Clause:
This Note shall be governed by and construed in accordance with the laws of the State of New York. Any action brought by either party against the other concerning the transactions contemplated by this Note shall be brought only in the civil or state courts of the State of New York or in the federal courts locat... | Label: Governing Laws |
4301b2a9-c458-4f69-9eab-9a510e8646aa | Clause:
Murphy USA, the Company and each other Subsidiary will pay its obligations, including Tax liabilities, before the same shall become delinquent or in default, except where (a) (i) the validity or amount thereof is being contested in good faith by appropriate proceedings, (ii) Murphy USA, the Company or such othe... | Label: Taxes |
81e8d8c5-546a-43c0-96c7-93bf5d8e0418 | Clause:
Immediately after the consummation of the Transactions to occur on the Closing Date and immediately following the making of each Loan and after giving effect to the application of the proceeds of each Loan, (a) the fair value of the assets of the Loan Parties (on a consolidated basis), at a fair valuation, will... | Label: Solvency |
166dc5b0-0f35-4670-839a-5bc4b25294b2 | Clause:
(this “Amendment” or the “Third Amendment”) is entered into this 4 th day of December, 2015, by and between SILICON VALLEY BANK (“Bank”) and ELEVEN BIOTHERAPEUTICS, INC. , a Delaware corporation (“Borrower”).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amend... | Label: Consents |
c24a181a-fbd5-489c-812b-0c64670d067d | Clause:
This Agreement, as amended or supplemented from time to time.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Bindi... | Label: Agreements |
718b048a-1618-4d72-a404-ad9310e8be34 | Clause:
If any provision of this Warrant is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest extent that it would be valid and enforce... | Label: Severability |
521a3582-f248-40bf-b4cf-fb9630afb27b | Clause:
The Lenders agree to indemnify each Agent in its capacity as such (to the extent not reimbursed by Holdings or the Borrower and without limiting the obligation of Holdings or the Borrower to do so), in the amount of its pro rata share (based on its aggregate outstanding Term Loans and unused Commitments hereund... | Label: Indemnifications |
511770ae-01f9-405b-aca1-ede46b15e7b0 | Clause:
Company represents and warrants to Secured Lender and Bank that it has not assigned or granted a security interest in the Accounts except to Secured Lender. Company represents and warrants to Secured Lender and Bank that it has not assigned or granted a security interest in any accounts receivables except to Se... | Label: Liens |
bd67e658-dd1d-4e5f-8da7-d2a028d70664 | Clause:
A Participant shall have a nonforfeitable right to 100 percent of, and shall be entitled to receive, his retirement benefit as determined pursuant to Article IV if he has completed at least 5 Years of Service.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amen... | Label: Vesting |
f76e36cf-78a6-4df6-ab43-fbe632fc2967 | Clause:
I represent, warrant and covenant that my performance of all the terms of this Agreement and the performance of my duties for the Company does not and will not breach any agreement to keep in confidence proprietary information acquired by me in confidence or in trust prior to my Engagement. I have not entered i... | Label: No Conflicts |
08978aea-289c-4b5e-b74f-be0d050a71db | Clause:
The issued and outstanding securities of the Company as of September 30, 2016 are as set forth in the Subscription Booklet. Except as set forth in the Subscription Booklet , as of October 12, 2016 there are no outstanding agreements or preemptive or similar rights affecting the Company’s Common Stock and no out... | Label: Capitalization |
2938cdb2-e6ad-4947-a3f6-7dcb978667be | Clause:
In the event of any default, breach or other non-compliance hereunder by Borrower or Trustor, Lender shall, in addition to any other rights and remedies available to Lender herein, in any of the Loan Documents, at law or in equity, have the right to terminate this Agreement without any cost, obligation or liabi... | Label: Remedies |
6fc7b726-e6ee-44b6-9890-d116309bee0b | Clause:
Each party represents and warrants that it has the right to enter into this Agreement and that it is under no obligation to any third party, express or implied, conflicting with the terms and conditions of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments... | Label: Representations |
8d9e9340-b13e-453d-9d96-0c4db70e7c61 | Clause:
As an additional condition of receiving this Option, the Grantee agrees that this Option and any proceeds or other benefits the Grantee may receive upon exercise or otherwise hereunder shall be subject to forfeiture and/or repayment to the Company to the extent and in the manner required (i) under the terms of ... | Label: Forfeitures |
f89c21ad-ba96-4213-8de9-9d03498d3353 | Clause:
This Agreement shall terminate on the date that is 15 days prior to the expiration of the Company’s advance notice period for the nomination of directors at the 2017 Annual Meeting, which dates shall only be deemed to refer to the notice periods as established by the Bylaws and shall not, in any event, be deeme... | Label: Terminations |
70308837-63ef-46aa-a10c-250079af8923 | Clause:
The Parties may amend this Agreement only by in writing executed by each of the Parties hereto and Escrow Agent.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Auth... | Label: Amendments |
20b5aa27-3bec-43ea-8e21-0738e47b076e | Clause:
THIS AGREEMENT SHALL BE GOVERNED AS TO VALIDITY, INTERPRETATIONS, ENFORCEABILITY AND EFFECT BY THE INTERNAL LAWS (AS OPPOSED TO CONFLICT OF LAWS PROVISIONS) OF THE STATE OF ILLINOIS.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Law... | Label: Governing Laws |
a7585344-3c52-40a3-810f-80db7b0d2b5b | Clause:
Subject to the proviso in clause (ii) of Section 3.1(a), each Second Priority Agent, on behalf of itself and each applicable Second Priority Secured Party, agrees that, unless and until the Discharge of Senior Lender Claims has occurred, it will not commence, or join with any Person (other than the Senior Lende... | Label: Cooperation |
b53d5e60-1e9e-48c7-8139-0e4bc6187547 | Clause:
The proceeds of the Revolving Loans will be used only to refinance existing Indebtedness and to finance the working capital needs, and for general corporate purposes (including Restricted Payments and Permitted Acquisitions as permitted hereunder), of the Company and its Subsidiaries; provided that, notwithstan... | Label: Use Of Proceeds |
7e9aa11a-1358-43ed-922f-5a984cb76a19 | Clause:
From and after the Closing, as and when required by any Party, each Party will execute and deliver, or cause to be executed and delivered, all such documents and instruments and will take, or cause to be taken, at the requesting Party’s expense, all such further or other actions, as such other Party may reasona... | Label: Further Assurances |
1d4f0681-d1e6-47a0-bfae-ee5957a9a1c1 | Clause:
This Agreement shall not be amended except by a writing signed by all parties hereto. Notwithstanding the previous sentence, Partnerships may be added to this Agreement upon the agreement of the General Partner and MSSB. The listing of such Partnership on Schedule 1 hereto shall be evidence of such agreement.... | Label: Amendments |
e80b6a08-f905-4aa9-8006-311dc257250f | Clause:
You agree that the internal law, and not the law of conflicts, of the State of Minnesota, shall govern all questions concerning the validity, construction and effect of this Exhibit A . The exclusive venue for any arbitration or court proceeding relating to this Agreement shall be a state court or arbitration f... | Label: Governing Laws |
1d02c693-f1e5-4224-b7ff-925220c787fd | Clause:
For purposes of this Agreement, a “change in control” shall be deemed to have occurred if (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Compa... | Label: Change In Control |
e5920814-67e5-4714-ad1e-80f6f5e647bc | Clause:
Any notice required or permitted hereunder shall be in writing and shall be sufficiently given if personally delivered or if sent by registered or certified mail, postage prepaid, with return receipt requested, addressed: (i) in the case of the Company, to Florida Community Bank, National Association, 2500 West... | Label: Notices |
9d56d77b-1713-4011-bc44-9c700a8b3b74 | Clause:
The Seller is a limited liability company duly formed and validly existing under the laws of Oklahoma. The Seller is duly qualified or licensed to do business in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification or licensing necessary, o... | Label: Qualifications |
af03ec4c-3d09-4946-8609-f1d207497bb9 | Clause:
Buyer is duly organized, validly existing and in good standing under the Laws of the State of Colorado.
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, Au... | Label: Organizations |
f70611c0-27cf-4ffc-967c-9aec588307e2 | Clause:
The provisions of this Release shall be severable and the invalidity of any provision, or the performance of one P arty’s obligations under any provision, shall not affect the validity of the other provisions or the other P arty’s duty to perform its or Executive’s obligations under any other provision; provide... | Label: Severability |
9b3d8af3-7f51-4d38-aae2-ba098cb69ee2 | Clause:
Promptly after receipt by an indemnified party hereunder of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party hereunder, notify the indemnifying party in writing thereof, but the omission to so notify the indemnifyi... | Label: Notices |
9eacb74d-9b8d-4bc3-860e-e49dfeb32fb3 | Clause:
The Borrower will, and will cause each of its Subsidiaries to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, qualifications, licenses, permits, privileges, franchises, governmental authorizations and intellectual property rig... | Label: Existence |
9af1d12b-d3a5-4577-bf16-b2c4dbce4e38 | Clause:
If an Account of any Borrower includes a charge for any Taxes, Agent is authorized, in its discretion after the occurrence of an Event of Default and during the continuation thereof, to pay the amount thereof to the proper taxing authority for the account of such Borrower and to charge Borrowers therefor; provi... | Label: Taxes |
7c0ee995-2d7f-4804-bee5-a20f9087c84a | Clause:
The representations and warranties of the Borrower as set forth in the Loan Documents after giving effect to this Agreement and the disclosures given in connection with negotiation and execution of this Agreement are true and correct as of the date hereof.
Task: Classify this clause into ONE of these types (ex... | Label: Representations |
fb820b0e-7a3e-4c01-b764-0b963a1697ac | Clause:
All Liens granted to Agent under the Loan Documents are for the benefit of Secured Parties. Promptly upon request, Obligors shall deliver such instruments and agreements, and shall take such actions, as Agent deems appropriate under Applicable Law to evidence or perfect its Lien on any Collateral. Each Obligor ... | Label: Further Assurances |
b7659578-49d0-45aa-b223-dab716c2251a | Clause:
The termination or attempted termination of any Guaranty Agreement by any Guarantor (other than in accordance with its terms or as permitted by the Lenders). Any Lien with respect to any material portion of the Collateral intended to be secured thereby ceases to be, or is not valid, perfected and prior to all ... | Label: Liens |
735815c0-d3e7-434d-8275-cd25ce19ed76 | Clause:
This Agreement may not be assigned by either Party without the express written consent of the other Party; provided, however, that either Party may assign its rights and obligations pursuant to this Agreement without the written consent of the other Party to any of its Affiliates ; provided, that (i) such Affil... | Label: Assignments |
baab8b50-4223-4d85-a471-7e081f0a82b0 | Clause:
If any right, preference or limitation of the Series A-1 Preferred Stock set forth in this Certificate of Designation is invalid, unlawful or incapable of being enforced by reason of any rule of law or public policy, all other rights, preferences and limitations set forth in this Certificate of Designation whic... | Label: Severability |
bed75530-a9d0-45c7-9711-49a3f2a6cc5c | Clause:
As promptly as practicable following the execution and delivery of this Agreement, the Parties shall issue a joint press release announcing the execution of this Agreement and the termination of the Master Combination Agreement, in a form proposed by the Giants Parties and approved by the Jaguar Representative,... | Label: Publicity |
1ebc550a-3b51-48e8-922c-05c027bac6a1 | Clause:
The closing of the transactions contemplated in this Agreement (the “ Closing ”) shall take place as soon as practicable following the execution of this Agreement. The date on which the Closing occurs shall be referred to herein as the Closing Date (the “ Closing Date ”).
Task: Classify this clause into ONE o... | Label: Closings |
2ab97513-04db-4dde-a81e-ff5f9fca24dd | Clause:
Seller has good and marketable title to all of the Purchased Assets, free and clear of any liabilities, obligations, claims, security interest, liens or encumbrances.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable La... | Label: Titles |
d7257509-3cb7-4882-9df8-110af34a4b82 | Clause:
This Trust Agreement shall be construed, administered and enforced according to ERISA and, to the extent not preempted thereby, the laws of the State or Commonwealth in which the Trustee has its principal place of business.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Ag... | Label: Governing Laws |
69a76001-1746-46f4-96ab-5213e02d95b4 | Clause:
The Company shall not materially reduce the insurance coverages described in Section 4.20.
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: Insurances |
1de2e8da-7836-4499-9013-10a38d82d46b | Clause:
This Award of RSUs is documented by the records of the Committee or its delegate, which records shall be the final determinant of the number of Shares granted and the conditions of this Agreement. The Committee may amend or modify this Award in any manner to the extent that the Committee would have had the auth... | Label: Amendments |
eba372ab-1f2d-40a5-a5eb-42b3c9e1d031 | Clause:
All payments to be made by the Borrowers shall be made free and clear of and without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrowers hereunder shall be made to the Administrative Agent, for the account of th... | Label: General |
6dbd51b9-d9e1-4560-ab4a-769987f530f0 | Clause:
The Company may make such provisions as it deems appropriate for withholding by the Company pursuant to federal or state tax laws of such amounts as the Company determines it is required to withhold in connection with the purchase or sale by a Participant of any Common Stock acquired pursuant to the Plan. The C... | Label: Withholdings |
78ac94bc-bcdb-4bcb-b18d-97cf1ebd47de | Clause:
All federal, state, local and foreign income and franchise and other material tax returns, reports and statements (collectively, the “Tax Returns”) required to be filed by any Tax Affiliate have been filed with the appropriate Governmental Authorities, all such Tax Returns are true and correct in all material r... | Label: Taxes |
d3c058f8-5639-40c8-8003-9c371f0899c9 | Clause:
Each of Parent and Merger Sub is a corporation duly organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation. Parent is the legal and beneficial owner of all of the issued and outstanding capital stock of Merger Sub. Merger Sub was formed at the direction of Parent so... | Label: Organizations |
c05c264f-d1b4-4012-875e-1da5476baff9 | Clause:
The Company is a corporation, duly organized, validly existing and in good standing under the laws of Delaware, and the Company is duly qualified as a foreign corporation to transact business and is in good standing in each other jurisdiction in which such qualification is required, except where the failure to ... | Label: Organizations |
c98aceab-7052-43ae-bb14-123a75273295 | Clause:
The Company will disclose the material terms of this Agreement and the transactions contemplated hereby by not later than 9:30 a.m. (New York City time) on the Trading Day immediately following the date hereof by means of a Current Report on Form 8-K filed with the Commission. Such Current Report on Form 8-K sh... | Label: Disclosures |
14d48922-7cc7-413e-a121-f3d972c297e7 | Clause:
You are not required to pay for the Performance-Based Restricted Stock or the Shares underlying the Resticted Stock granted to you pursuant to this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Appr... | Label: Payments |
b8ad76d2-1cc4-4ca0-b0f8-2092dac10bdb | Clause:
This Agreement shall be binding upon the parties hereto and shall inure to the benefit of and be enforceable by each of them and their respective successors and permitted assigns.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, ... | Label: Binding Effects |
e828bd9f-a5fd-4dd6-90ec-20e74c1b0683 | Clause:
No report, financial statement, certificate or other information, including the Confidential Information Memorandum and the schedules to the Security Agreement, furnished in writing by or on behalf of any Loan Party to any Agent or any Lender in connection with the transactions contemplated hereby and the negot... | Label: Disclosures |
b1d766f1-c807-4a4c-a10e-9d81293bf461 | Clause:
This Agreement constitutes the entire agreement and understanding between Employee and Blackbaud with respect to all matters pertaining to Employee’s employment and termination, except that nothing herein will be deemed to modify or release any of Employee’s continuing obligations to Blackbaud under the Employm... | Label: Entire Agreements |
a844f004-4bcc-4207-9535-6efcfe343531 | Clause:
Company will reimburse Employee for business expenses pursuant to Company policy.
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 Sal... | Label: Expenses |
90c0288a-b238-438d-9324-42c4a4a5d2b9 | Clause:
Subject to Sections 11, 13, 14, 16 and 18 hereof, neither this Agreement nor any term hereof may be changed, waived, discharged or terminated orally but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is sought.
Task: Classify this ... | Label: Waivers |
2310e56e-10dd-4c19-b830-daa876766d14 | Clause:
Except as set forth in the Commission Documents or as disclosed in any of the Schedules attached hereto, none of the officers or directors of the Company and, to the knowledge of the Company, none of the employees of the Company is presently a party to any transaction with the Company (other than for services a... | Label: Transactions With Affiliates |
Subsets and Splits
No community queries yet
The top public SQL queries from the community will appear here once available.