id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
34e9c18e-02d2-45c7-b926-c51d038c2409 | Clause:
The Committee, in its sole discretion, may amend the terms of this Award, but no such amendment shall be made which would impair the rights of Participant, without Participant’s consent.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption... | Label: Amendments |
3b5f2a3e-bf53-46e1-b334-87915e6dfd79 | Clause:
Regardless of any action the Company and/or the Grantee’s employer (the “ Employer ”) take with respect to any or all income tax (including U.S. federal, state, local and/or non-U.S. taxes), social insurance, payroll tax, payment on account or other tax-related withholdings (“ Tax-Related Items ”), the Grantee ... | Label: General |
cddaddb0-23e1-43fe-8c13-1d014acc47b3 | Clause:
Except as disclosed in the Prospectus, there are no pending actions, suits or proceedings (including any inquiries or investigations by any court or governmental agency or body, domestic or foreign) against or affecting the Company, any of its subsidiaries or any of their respective properties that, if determin... | Label: Litigations |
a4d3fba7-797a-4326-b8e7-9a8b7827f3f7 | Clause:
The Borrower will not, nor will it permit any of its Restricted Subsidiaries to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ordinary... | Label: Transactions With Affiliates |
2cf0fa92-875f-48d4-bb94-070d72027a91 | Clause:
This Agreement may be executed in one or more counterparts and by facsimile or other electronic signature, all of which shall be considered one and the same agreement, and shall become effective when one or more such counterparts have been signed by each of the parties and delivered to the other party.
Task: C... | Label: Counterparts |
a3acb16a-cf6f-440d-a3f2-7338741013df | Clause:
All questions concerning the construction, validity, enforcement and interpretation of this Certificate of Designation shall be governed by and construed and enforced in accordance with the internal laws of the State of Delaware, without regard to the principles of conflict of laws thereof. Each party agrees th... | Label: Governing Laws |
91451e87-fc89-41a0-aa9c-acbb5a5c43b9 | Clause:
No Seller Party has any liability or obligation to pay any fees or commissions to any broker, finder, advisor or agent with respect to the transactions contemplated hereunder for which Purchaser may become liable.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, ... | Label: Brokers |
edfd8136-f5ee-4079-8ac9-0a956ea650ec | Clause:
The parties to each assignment shall execute and deliver to the Lender an Assignment and Assumption.
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, Autho... | Label: Assignments |
76f13bb4-a01f-455c-8808-7410a177861d | Clause:
Each capitalized term which is defined in the Credit Agreement, but which is not defined in this Second Amendment, shall have the meaning ascribed such term in the Credit Agreement, as amended hereby. Unless otherwise indicated, all section references in this Second Amendment refer to the Credit Agreement.
Ta... | Label: Defined Terms |
1c42bb9a-ef01-49ff-a732-dd28fa842099 | Clause:
The Borrower shall remain qualified, and shall cause each of its Subsidiaries to qualify and remain qualified, to do business and maintain its good standing in each jurisdiction in which the nature of its business and the ownership of its Property requires it to be so qualified and in good standing, except wher... | Label: Powers |
219235dc-2dda-4b00-b5c6-6cf25dc4be03 | Clause:
There are no pending actions, proceedings, or investi- gations pending or, to the knowledge of the Sellers, threatened against Mind Solutions Inc., and neither Mind Solutions Inc. nor the Sellers know or have any reason to know of any basis for any such action, proceeding, or investigation. There is no event o... | Label: Litigations |
35d45fb5-896f-4204-bf53-18f8f9be3932 | Clause:
This Agreement represents the entire understanding of the parties hereto with respect to the matters set forth herein and supersedes any prior understandings or agreements between the parties with respect thereto. The terms and provisions of this Agreement may not be modified or amended except in a writing sign... | Label: Entire Agreements |
215413b8-1891-4dec-a003-5a159628f56d | Clause:
Resolute Firewheel Seller Sellers Caprock Permian Caprock Field Services Buyer Buyers Party Parties .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Auth... | Label: Agreements |
77128a3e-0224-4d87-8c5f-1c19ed30b936 | Clause:
All payments made by Guarantor to or for the account of any Agent, Swing Line Lender, Issuing Lender or Lender shall be made without condition or deduction of any kind, including for any counterclaim, defense, recoupment or set-off. All payments made by Guarantor hereunder shall be made free and clear of and w... | Label: Payments |
ef4c4445-e6bd-4df7-a276-69748b6b99d0 | Clause:
For purposes of this Section 4 only, the term “Company” shall also include American Equity Life Insurance Company, American Equity Life Insurance Company of New York and Eagle Life Insurance Company . The Company is engaged throughout the United States in the business of underwriting a broad range of life insur... | Label: Confidentiality |
478908ff-037f-4c96-9285-20b88b35c979 | Clause:
Wolverine and any of its subsidiaries shall be entitled to (a) withhold and deduct from Employee’s future wages (or from other amounts that may be due and owing to Employee from Wolverine or a subsidiary), or make other arrangements for the collection of, all legally required amounts necessary to satisfy any an... | Label: Withholdings |
a94c2922-51fd-4ddb-aae0-0195e2ed1a25 | Clause:
This Guaranty will be governed by and enforced in accordance with the laws of the Commonwealth of Virginia, without giving effect to the choice of law principles of the Commonwealth of Virginia that would require the application of the laws of a jurisdiction other than the Commonwealth of Virginia.
Task: Class... | Label: Governing Laws |
1d7cb5f8-e184-4756-9eec-0e3a1a200108 | Clause:
Articles III, VI, VII, VIII and IX shall survive the termination or expiration of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authoriz... | Label: Survival |
3f3d03a8-b31e-414e-ad99-d30b56a4635c | Clause:
This Agreement shall be enforced, governed by and construed in accordance with the laws of the State of New York, without regard to its conflicts of law principles. Each party acknowledges that such party has participated with, at its option, the advice of counsel, in the preparation of this Agreement. The lang... | Label: Construction |
2708da34-4fb2-4088-bec6-b27b06d7646b | Clause:
Each party shall comply with all Network Rules and all Applicable Laws in performing its obligations under this Agreement . Customer will comply with all requirements, policies and procedures set forth by the Sponsoring Bank, and CDS will comply with all Sponsoring Bank requirements, policies and procedures th... | Label: Applicable Laws |
c088531f-d6a0-4f51-b9d4-2f84d163e6e8 | Clause:
If a Guarantor fails to promptly perform his obligations under this Guaranty, the Lender may from time to time bring an action at law or in equity, or both, to compel such Guarantor to perform his obligations hereunder, and to collect in any such action compensation for all loss, cost, damage, injury and expens... | Label: Remedies |
2f50abad-fd6c-42f7-94e7-fce1e10ac785 | Clause:
Neither the execution, delivery and performance by each Loan Party of the Loan Documents to which it is a party, nor compliance with the provisions thereof nor the consummation of the transactions therein contemplated will (a) breach or violate any applicable Requirement of Law or (b) conflict with or result in... | Label: No Conflicts |
5ad96c77-e7e2-4061-88fc-938658c60541 | Clause:
This Agreement may be executed through the use of separate signature pages (including originals, by facsimile or by email of a scanned copy of the signature page in PDF format) or in any number of counterparts, and each of such counterparts shall, for all purposes, constitute one agreement binding on the Partie... | Label: Counterparts |
bc5796a9-731c-4e2c-9790-8f3b63ddba69 | Clause:
This Agreement, together with the other Financing Documents, constitutes the final and entire agreement and understanding of the parties and any term, condition, covenant or agreement not contained herein or therein is not a part of the agreement and understanding of the parties. Neither this Agreement, nor an... | Label: Amendments |
41ba986b-9e66-4e6d-a641-1898161aabbb | Clause:
This Agreement may only be waived, amended, modified, or terminated by a written agreement signed by the party against whom enforcement of any such waiver, amendment, modification or termination is sought. However, notwithstanding anything to the contrary in this Agreement or in any of the Principal Agreements... | Label: Amendments |
9811934f-4913-47bb-b065-db8ae0faa41c | Clause:
Whenever notice is required to be given under this Warrant, unless otherwise provided herein, such notice shall be given in accordance with Section 9(f) of the Securities Purchase Agreement. The Company shall provide the Holder with prompt written notice of all actions taken pursuant to this Warrant, including ... | Label: Notices |
de2d0942-c066-42bc-8442-7625ae390d2d | Clause:
If any provision of this Agreement shall be declared to be invalid or unenforceable, in whole or in part, such invalidity or unenforceability shall not affect the remaining provisions hereof which shall remain in full force and effect.
Task: Classify this clause into ONE of these types (exactly one label):
Adj... | Label: Severability |
aa900485-4841-4473-a195-06e3cfc3632f | Clause:
This Agreement, any of the other Loan Documents, and any amendments, waivers, consents or supplements may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which, when so executed and delivered, shall be deemed an original, but all of which counterparts ... | Label: Counterparts |
56c6260b-3aa3-409a-9aae-69cdf609ab9f | Clause:
Employee acknowledges that his breach of this Agreement would cause the Bank irreparable harm for which damages would be difficult, if not impossible, to ascertain and legal remedies would be inadequate. Therefore, in addition to any legal or other relief to which the Bank may be entitled by virtue of Employee’... | Label: Remedies |
df07765f-78f8-40ac-8e9a-92b81f09131c | Clause:
The terms of Exhibit E will govern the rights and obligations of the Parties with respect to invoices and payment and all other subject matter addressed therein.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, A... | Label: Payments |
2603b054-230b-4ee9-8fa2-9e32ab79e390 | Clause:
From time to time, each party hereto will execute and deliver, or cause to be executed and delivered, all such documents and instruments as may be reasonably necessary to consummate the transactions contemplated by this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustme... | Label: Further Assurances |
c9aae595-4f63-4a39-bd1e-740e7b692e0d | Clause:
This Agreement embodies the entire understanding between the parties relating to the subject matter hereof and supersedes all prior understandings and agreements, whether written or oral. This Agreement may not be varied except by a written document signed by duly authorized representatives of both parties.
Ta... | Label: Entire Agreements |
cdba20f8-3892-4f45-a2d4-164dc8b51145 | Clause:
PURCHASER AND SELLER HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM, WHETHER IN CONTRACT, TORT OR OTHERWISE, RELATING DIRECTLY OR INDIRECTLY TO THIS AGREEMENT.
Task: Classify this clause into ONE of thes... | Label: Waiver Of Jury Trials |
98c8f4ed-15cd-4816-a35d-015bf30635f6 | Clause:
This Agreement may be executed in any number of counterparts, any one of which need not contain the signatures of all parties, but all of which counterparts when taken together will constitute one and the same agreement. This Agreement shall become effective when duly executed and delivered by each party hereto... | Label: Counterparts |
be91a4c2-c796-453a-8461-f67173ff712a | Clause:
Neither the execution and delivery of the Credit Documents, nor the consummation of the transactions contemplated therein, nor performance of and compliance with the terms and provisions thereof by such Credit Party will (a) violate or conflict with any provision of its Organization Documents, (b) violate, cont... | Label: No Conflicts |
3817d1dd-bc08-4cd2-b325-34b533f730f6 | Clause:
Subject to the provisions of Section 2.08(b), (i) each Eurodollar Rate Loan under a Facility shall bear interest on the outstanding principal amount thereof for each Interest Period from the applicable borrowing date at a rate per annum equal to the Eurodollar Rate for such Interest Period plus the Applicable R... | Label: Interests |
cb1b55ee-3314-4e08-8535-6ec26644111a | Clause:
Upon the occurrence of the Termination Date, the Executive shall and shall be deemed to have immediately resigned from any and all officer, director and other positions he then holds with the Company and its Affiliates (and this Agreement shall act as notice of resignation by the Executive without any further a... | Label: Terminations |
a29ff878-5ad3-4ef1-a0a9-c53491d8252d | Clause:
The representations and warranties of the Quintiles Shareholder contained herein shall not survive the closing of the transactions contemplated hereby and by the Merger Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, ... | Label: Warranties |
ca57c3db-5319-4208-b1dd-85ff06ed8728 | Clause:
Upon Executive’s furnishing to the Chief Executive Officer customary and reasonable documentary support (such as receipts or paid bills) evidencing reasonable auditable, out-of-pocket expenses actually incurred or paid by Executive in the course of his employment (including travel expenses), and containing suff... | Label: Expenses |
f552fb07-9f9d-48cf-afb0-20e27076a551 | Clause:
All notices and other communications required to be given or made to Assignee under this Agreement, the Loan Agreement or any other Loan Document shall be given or made at the address provided in Section 9.01 of the Loan Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustm... | Label: Notices |
908b395c-a767-4097-bc63-b2855ae93b50 | Clause:
Any Lender may at any time, without the consent of, or notice to, any Borrower or the Administrative Agent, sell participations to any Person (other than a natural person, a Defaulting Lender or a Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “ Participant ”) in all or a portion of such... | Label: Participations |
2764af18-7413-4218-9fb4-0381d4634491 | Clause:
Each Underwriter shall have received its upfront fee specified in Section 3(g)(i) and the Lessee shall have made the Initial Rent payment to the Manufacturer.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Appr... | Label: Fees |
960c8f11-147b-48ca-986b-8132842b3268 | Clause:
Each of the Priority Lien Agent and the Subordinated Collateral Trustee represents and warrants to the other parties hereto that it is authorized under the Priority Credit Agreement and the Subordinated Collateral Trust Agreement, as the case may be, to enter into this Agreement.
Task: Classify this clause int... | Label: Representations |
ec869d75-dc3a-4668-970c-79d91e137926 | Clause:
All notices, demands, consents, requests, instructions and other communications to be given or delivered or permitted under or by reason of the provisions of this Agreement or in connection with the transactions contemplated hereby shall be in writing and shall be deemed to be delivered and received by the inte... | Label: Notices |
095b386e-276e-4bc4-b8a9-08aa8ef94a39 | Clause:
Except for the security interest granted to the Collateral Agent for the benefit of the Secured Parties pursuant to the Loan Documents and the Liens permitted to exist on such Grantor’s Collateral by the Loan Documents, such Grantor owns each item of Collateral material to its business, in all material respects... | Label: Titles |
3c3ae9a2-089f-462b-97bd-126a6c59b106 | Clause:
EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS GUARANTY OR THE OTHER LOAN DOCUMENTS. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESE... | Label: Waiver Of Jury Trials |
5eefbd6c-c932-4250-b549-60ecbb576e3b | Clause:
You agree not to disclose to or discuss with any person (including any partner or employee of New LP), other than New LP’s Chief Executive Officer, Chief Financial Officer or General Counsel, members of New LP’s financial, human resources, legal, tax and accounting staff who participate in the preparation or on... | Label: Confidentiality |
4ab09089-6b56-4c77-9cfe-7a359458cc4b | Clause:
There are no pending actions, suits or proceedings against or affecting the Company or any of its properties; and to the Company’s Knowledge, no such actions, suits or proceedings are threatened, except any such proceeding, which if resolved adversely to the Company, could not reasonably be expected to have a M... | Label: Litigations |
260a6b82-0c4f-47c9-be96-2e9997128746 | Clause:
If any provision or provisions of this Agreement shall be held to be invalid, void, illegal or otherwise unenforceable for any reason whatsoever, by a court of competent jurisdiction: (a) the validity, legality and enforceability of the remaining provisions of this Agreement (including without limitation, each ... | Label: Severability |
8c85b52c-e050-4f6d-ab41-881a2581bbfa | Clause:
From and after the Assignment Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignee whether such amounts have accrued prior to or on or after the Assignment Effective Date. The Ass... | Label: Payments |
11f085a6-0e0f-47bc-aede-545dde16782d | Clause:
If the re-employed Employee was not a Participant in the Plan during his prior period of Service, he shall commence participation in the Plan on his date of re-employment (if he is not ineligible). If the re-employed Employee was a Participant in the Plan during his prior period of Service, he shall recommence ... | Label: Participations |
5f099b68-f88c-404e-b45e-0fa98247f90c | Clause:
The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the consolidated financial condition of the Borrower and its consolidated Subsidiaries ... | Label: Financial Statements |
3f1b4668-8cc5-4c6d-9ec0-82220a6e4b52 | Clause:
This Agreement was drafted by the Company and the Placement Agents’ respective counsels and constitutes the entire Agreement between the parties and supersedes and cancels any and all prior or contemporaneous arrangements, understandings and agreements, written or oral, between them relating to the subject matt... | Label: Entire Agreements |
0b36e2a8-a5fa-481d-820c-c3c166f5918c | Clause:
Except as provided in Sections 3(b) and 3(c) below, and to the extent not previously vested or forfeited as provided herein, all of the Restricted Stock Units shall vest on January 1, 2017 (the “Vesting Date”); or, if earlier, in full upon the termination of your employment due to death or Disability and the da... | Label: Vesting |
76944ca9-eb6c-4d90-b1c4-518f9763be16 | Clause:
Definitions of capitalized terms used in this Agreement are provided in the last Section of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority... | Label: Defined Terms |
a1b93b75-b1cc-40a8-9e1e-13b6b94dd3b3 | Clause:
The proceeds of (a) the Loans funded on the Closing Date shall only be used to pay for the Closing Date Refinancing, to provide ongoing working requirements of MKS and its Subsidiaries and to pay Transaction Costs and any original issue discount or upfront fees that result from the exercise of the “Market Flex”... | Label: Use Of Proceeds |
96e25890-bbec-4055-95f0-d408d0b68283 | Clause:
The consolidated balance sheets, and related statements of income, cash flow and shareholder's equity, of Borrowers and Subsidiaries that have been and are hereafter delivered to Agent and Lenders, are prepared in accordance with GAAP, and fairly present the financial positions and results of operations of Borr... | Label: Financial Statements |
5e5f8783-c27c-4992-8d48-cca7b4583184 | Clause:
Evidence that Seller has added Buyer as an additional insured and loss payee under Seller’s Fidelity Insurance.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Autho... | Label: Insurances |
1a6f0de3-908a-4c17-b7d9-04aacb3f1554 | Clause:
The Closing shall take place at the offices of Escrow Company on the Closing Date, or through customary closing escrow arrangements reasonably acceptable to Seller and Purchaser by the delivery of documents and funds to Escrow Company on or prior to the Closing Date. Subject to the terms and conditions set for... | Label: Closings |
fcc82260-8b40-4054-9276-b181a6631ea9 | Clause:
No failure on the part of either Party to exercise, and no delay in exercising, any right, power or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such Party preclude any other or further exercise thereof or the exercise ... | Label: Waivers |
71083688-153f-496a-b741-c55c49264c81 | Clause:
Subject to Section 1.2 hereof, each of the Parties to this Agreement (a) agrees that all actions arising out of or relating to this Agreement or any of the transactions contemplated by this Agreement shall be heard and determined in the Federal Courts of the United States of America or the courts of the State o... | Label: Submission To Jurisdiction |
9198c66b-e14e-453f-8083-2f138991dfc7 | Clause:
The Grantee shall forfeit all of his rights and interest in the Preferred Stock if the Grantee is terminated for cause, as defined in 2 above. In the event the Grantee’s employment is terminated for any other reason, the Preferred Stock will continue to vest in accordance with Section 2 and/or Section 3 of this... | Label: Forfeitures |
6878e42f-1b39-4ddc-a1e2-d89093a0d924 | Clause:
All representations and warranties made by YNXG in this Agreement shall be true and correct in all material respects on and as of the Closing Date.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbi... | Label: Representations |
461faf3c-f206-4a56-81a6-79c41d981aca | Clause:
The Agent shall have received evidence that the Borrowers have paid in full all title premiums, survey costs, environmental report costs, recording taxes, intangibles taxes, document stamp fees and other costs and expenses associated with the Mortgages and the other documentation required to be executed or deli... | Label: Taxes |
aa0e634d-8cab-4784-9abe-536e4a7d36a9 | Clause:
The provisions of this Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns permitted hereby, except that neither any Borrower nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the ... | Label: Successors |
9a6a6aff-9fda-4678-bbb2-9f5cba3c7701 | Clause:
This section provides definitions for certain words and phrases listed below. Where the following words and phrases, underlined and set out at the beginning of each lettered subsection, appear in this Plan with initial capitals they shall have the meaning set forth below, unless a different meaning is plainly r... | Label: Definitions |
c00e231f-0b3f-4ce3-879d-99a65622ce61 | Clause:
This Ninth Amendment may be executed in one or more counterparts (including by facsimile), all of which shall be considered one and the same agreement and shall become effective on the Effective Date.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, A... | Label: Counterparts |
c4f51241-f40a-4c2c-b153-9feee018a81b | Clause:
Unless earlier terminated in accordance with this Article 11, the initial term of this Agreement will commence upon the Effective Date and continue for a period of three (3) years. Subject to Globus continuing to make purchases of Products during the applicable additional renewed year equal to at least [***] of... | Label: Terms |
e3e6a520-4256-495e-8eca-f15ba0abe121 | Clause:
This Agreement shall be governed by and construed in accordance with the domestic laws of the State of Florida without giving effect to any choice or conflict of law provisions or rule (whether of the State of Florida or any other jurisdiction) that would cause the application of the laws of any jurisdiction ot... | Label: Governing Laws |
da7fe67c-8c33-44eb-8cd7-26114668f9b0 | Clause:
The provisions of this Agreement that by their sense and context are intended to survive performance by either or both parties shall also survive the completion, expiration, termination or cancellation of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agree... | Label: Survival |
2d350e2f-378a-46c7-8fa0-09ca68f3dfd8 | Clause:
RMS has all requisite Approvals and RMS shall have provided evidence, satisfactory to Purchaser and Agent, that RMS’s Approvals are in good standing.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Ar... | Label: Approvals |
2fec1d9b-e3a7-414e-ba1c-cfe61b326492 | Clause:
THIS AGREEMENT AND THE RIGHTS AND DUTIES OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED, ENFORCED AND PERFORMED IN ACCORDANCE WITH THE LAWS OF THE STATE OF OHIO, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, A... | Label: Governing Laws |
9ba8d8ce-4abe-4ce3-b6ed-c4446a81039b | Clause:
For so long as the Executive is employed by the Company Group, and at all times thereafter, the Executive shall not intentionally make any public statement, or publicly release any information, that disparages or defames the Company Group, or any of its officers and directors, and shall not intentionally cause ... | Label: Non-Disparagement |
f4f64857-ebb1-4078-b583-e10aec04b71e | Clause:
The Executive agrees and covenants that he will not at any time make, publish or communicate to any person or entity or in any public forum any defamatory or disparaging remarks, comments, or statements concerning the Company or its businesses, or any of its employees or directors. This section does not, in any... | Label: Non-Disparagement |
d4f27dcc-83b6-4618-90b8-4c7aeb3c58b0 | Clause:
RemSleep Holdings does not own directly or indirectly, any equity or other shares in any company, corporation, partnership, joint venture or otherwise.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, ... | Label: Subsidiaries |
fccd075d-64de-44d6-8d69-fc1fae02cef9 | Clause:
Each Subsidiary Guarantor agrees that, as between such Subsidiary Guarantor and the Guaranteed Parties, the obligations of any Obligor under this Agreement and the other Loan Documents may be declared to be forthwith due and payable as provided therein (and shall become automatically due and payable in the circ... | Label: Remedies |
5fd7330a-9cb9-4b65-ab5b-5417bd3a3f92 | Clause:
Each Employee shall be eligible to become a Participant on the Commencement Date for each Plan Period, subject to any limitations under Section 423 of the Code or adopted by the Plan Administrator pursuant to subsection (iii) hereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjus... | Label: General |
f5434759-c0a0-490d-b25d-cdc914bcc2ca | Clause:
No other agreements, representations or understandings (whether oral or written and whether express or implied) which are not expressly set forth in this Agreement have been made or entered into by either party with respect to the subject matter hereof. This Agreement and the Confidentiality Agreement contain t... | Label: Entire Agreements |
3a37f905-8886-4daf-93c6-d4e7636dc4a0 | Clause:
This Agreement shall be construed in accordance with the laws of the State of Nevada without giving effect to the principles of conflicts of law thereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals... | Label: Governing Laws |
c913275c-0cfb-4ac6-b818-a77f074e5a88 | Clause:
The execution, delivery and performance by each Loan Party of each Loan Document to which it is or will be a party, (i) have been duly authorized by all necessary action, (ii) do not and will not contravene (A) any of its Governing Documents, (B) any applicable material Requirement of Law or (C) any material Co... | Label: Authorizations |
82123c64-d7ae-48a6-9cdd-178c396849d2 | Clause:
(a) On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchaser agrees to: (i) purchase the Note for $5,000,000; and (ii) pay the Option Fee of ... | Label: Closings |
a646293c-0827-4413-8af6-9d445032b74e | Clause:
You and the Company agree to submit to mandatory binding arbitration any and all claims arising out of or related to your employment with the Company and the termination thereof, including but not limited to, claims for unpaid wages, wrongful termination, torts, stock or stock options or other ownership interes... | Label: Arbitration |
48fb52be-cd54-4a17-b189-680c93ff783d | Clause:
Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or to secure other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status... | Label: Releases |
4c905b63-a287-4780-94fc-56ac2828c42f | Clause:
Upon the occurrence and during the continuation of a Termination Event, Buyer may take any of the following actions: (i) declare the applicable Termination Date to have occurred, whereupon the applicable Termination Date shall forthwith occur, without demand, protest or further notice of any kind, all of which ... | Label: Remedies |
347aad54-fd80-47ca-964d-f03adea30059 | Clause:
The financial statements included in each SEC Filing comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing (or to the extent corrected by a subsequent restatement) and present fairly, in all materi... | Label: Financial Statements |
1993d9be-9e02-4b12-bec3-0bf700c1bf01 | Clause:
Once provided, any notice of a prepayment of the Term Loans shall not thereafter be revocable by the Borrowers and the Term Agent will promptly notify each applicable Term Lender thereof and of such Term Lender’s Pro Rata Percentage of such prepayment. The payment amount specified in such notice shall be due an... | Label: Notices |
abbecb83-b20c-4652-8cfe-48c48faf368b | Clause:
Except as set forth in the SEC Reports, the Company does not directly or indirectly own any capital stock or other securities of, or any beneficial ownership interest in, or hold any equity or similar interest, or have any investment in any corporation, limited liability company, partnership, limited partnershi... | Label: Subsidiaries |
670c99be-c1c0-48ed-8560-dbe5bf81e2bd | Clause:
Each Guarantor has read this Second Amendment and consents to the terms hereof and hereby acknowledges and agrees that any Loan Document to which such Person is a party shall continue in full force and effect and that all of its obligations thereunder shall be valid, binding, and enforceable, except as enforcea... | Label: Consents |
ca79ef56-262f-49ca-9609-54bd7dc02b75 | Clause:
No failure or delay on the part of the Company or you in enforcing or exercising any right or remedy under this letter will operate as a waiver thereof. This letter agreement may not be amended or modified except by an express written agreement signed by you and an authorized representative of the Company. This... | Label: Agreements |
f72ce652-f11e-4788-99bf-b00d05dd4543 | Clause:
Each of Mr. Morris, Mrs. Morris and the Trustee on behalf of the Trust agrees that they are solely responsible for all taxes owed, if any, with respect to the Settlement Payment, and they each agree to indemnify and hold harmless the Corporation for any taxes or tax penalties for which the Parties may be liable... | Label: Taxes |
73cbab9f-ba99-4b53-8ad7-028f2209d822 | Clause:
If any of the provisions of this Assignment or the application thereof to any persons or circumstances shall to any extent be invalid or unenforceable, the remainder of this Assignment, and the application of such provision or provisions to persons or circumstances other than those as to whom or which it is hel... | Label: Severability |
ad93c967-d071-443c-843e-db268808e00a | Clause:
Each Party shall provide such further documents or instruments required by the other Party as may be reasonably necessary or desirable to give effect to the purpose of this Agreement and carry out its provisions.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, A... | Label: Further Assurances |
c107ea9b-b6e2-4684-93db-996167a68706 | Clause:
This Agreement may be executed and delivered by original or facsimile signatures and in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreement... | Label: Counterparts |
74307642-1394-4e88-aa4b-ead1d35ebc4f | Clause:
The Employer shall pay to Employee a base salary at the initial rate of $550,000 per year, less applicable taxes and withholdings, payable in regular installments per the Company's general payroll practices, and prorated for partial years of employment (the “ Base Salary ”). The Company in its sole discretion ... | Label: Base Salary |
b005948d-1ab3-4bbe-b9de-ad1d652dca62 | Clause:
TO THE EXTENT NOT PROHIBITED BY APPLICABLE LEGAL REQUIREMENTS WHICH CANNOT BE WAIVED, EACH OF THE PARTIES HERETO HEREBY WAIVES AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ACTION, PROCEEDING OR SUIT DESCRIBED IN SE... | Label: Waiver Of Jury Trials |
2eeccb3d-304d-4a69-b1e1-ef5aa5cb0d6b | Clause:
This Agreement may be executed and delivered in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement. This Agreement may be executed and d... | Label: Counterparts |
6ad9536b-458c-4f9a-ae57-21ac8e5a5ccc | Clause:
In reliance on the representations, warranties, covenants and agreements contained in this Second Amendment, and subject to the satisfaction of the conditions precedent set forth in Section 3 hereof, the Credit Agreement shall be amended effective as of the Second Amendment Effective Date in the manner provided... | Label: Amendments |
afa3b338-8f94-4a3b-99aa-d81e4fd2777e | Clause:
Borrower shall promptly, and in any event within five (5) Business Days after Borrower or any officer of Borrower obtains knowledge thereof, notify Lender in writing of (i) any pending litigation, suit, investigation, arbitration, formal dispute resolution proceeding or administrative proceeding brought against... | Label: Litigations |
7bb2339f-4cad-4e49-99a8-9489ed73cd84 | Clause:
On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, up to an aggregate of $5,000,000 of ... | Label: Closings |
ec2bdc62-9a4a-40a7-a6b1-effbf1cf2df6 | Clause:
Each party represents that it has the authority to enter into this Agreement and that it constitutes a binding commitment of the party.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Ass... | Label: Authority |
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