id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
03cbe5a7-ec69-4498-b748-efc99c2f5642 | Clause:
Venaxis does not control or own, directly or indirectly, any equity or profits interests in any Person or have the power, directly or indirectly, to elect any Persons to the board of directors or comparable governing body of any other Person other than Venaxis Sub U.S. Venaxis is not a participant in any joint... | Label: Subsidiaries |
2ff1c879-9279-4dca-a8af-5cdd28e5c6ac | Clause:
The Executive is entitled to paid time-off (“ PTO ”) as outlined in the Company’s personnel 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, Author... | Label: Vacations |
26f70367-c93b-4d2b-b6fc-58a8f6cb2348 | Clause:
None of the reports or other information contained in the Data Room taken together with any information contained in the public filings made by Sprint with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, contains any material misstatement of fact or omits to s... | Label: Disclosures |
bbcd99b1-4335-472e-b02b-4452d1703961 | Clause:
THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF DELAWARE (WITHOUT GIVING EFFECT TO CONFLICT OF LAWS PRINCIPLES THEREOF). The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in ac... | Label: Governing Laws |
afd3bea4-c672-4f1b-b8d9-74adadb831e7 | Clause:
This Agreement shall be effective upon the closing (such date, the “ Effective Date ”) of the SPA. The term of this Agreement shall begin on the Effective Date and shall terminate on the earlier of the second anniversary of the Effective Date or the termination of Employee’s employment with the Company (the “I... | Label: Terms |
5cea4050-aa51-4928-b1d1-8fd9a743f4c4 | Clause:
This Agreement sets forth the entire agreement between the parties, and it fully supersedes and replaces any and all prior agreements or understandings between the parties pertaining to the subject matter of this Agreement. Executive represents and acknowledges that, in executing this Agreement, Executive did... | Label: Entire Agreements |
2690f2a8-38cb-4c78-8eb3-0a8bf124b7b2 | Clause:
No Borrower shall acquire or accept any Inventory on consignment or approval, and shall take all steps to assure that all Inventory is produced in accordance with Applicable Law, including the FLSA. No Borrower shall sell any Inventory on consignment or approval or any other basis under which the customer may r... | Label: Sales |
7621aebf-e88a-4e14-ad07-4b424cbf7df9 | Clause:
The Manager has filed or caused to be filed and shall file or cause to be filed all federal tax returns and all material state and other tax returns that are required to be filed except where the failure to do so would not reasonably be expected to result in a Material Adverse Effect. The Manager has paid or ca... | Label: Taxes |
14f038b2-df2e-4b34-a04c-fb134a6233d7 | Clause:
Any term or provision of this Agreement that is invalid or unenforceable in any jurisdiction will, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validit... | Label: Severability |
8bd49a11-9af6-441f-8afe-adf0599ec994 | Clause:
This Amendment shall be construed in accordance with and governed by the laws of the State of New York; provided , however , that (i) the interpretation of the definition of “Company Material Adverse Effect” (as defined in the Merger Agreement) and whether or not a Company Material Adverse Effect has occurred, ... | Label: Governing Laws |
4d5e0601-b147-46c2-a025-0a15c225e514 | Clause:
Each Party shall, and shall cause its Subsidiaries and Affiliates to, cooperate with each other in the taking of all actions necessary, proper or advisable under this Agreement and applicable Laws to effectuate the Termination. Without limiting the generality of the foregoing, the Parties shall, and shall cause... | Label: Further Assurances |
1cea8a40-69ca-493b-a2be-894a82821e14 | Clause:
Lessor, at Lessor’s sole cost and expense, shall provide during normal business hours, reasonable electric power, water, sewer and HVAC during Lessee’s construction of the Leasehold Improvements. Except as otherwise noted Lessee shall not be responsible for any additional Building charges (including, but not l... | Label: Miscellaneous |
3c273264-d55b-436d-a23a-78ad496809d7 | Clause:
A termination or amendment of the Plan that occurs after a Grant is made shall not materially impair the rights of a Participant unless the Participant consents or unless the Committee acts under Section 20(f) below. The termination of the Plan shall not impair the power and authority of the Committee with resp... | Label: Terminations |
947b2fb8-bf1c-4f80-bbe1-c5698a75634c | Clause:
Enter into any transaction of any kind involving consideration in excess of $2,500,000 with any Affiliate of the Specified U.S. Borrower, whether or not in the ordinary course of business, other than (a) transactions (i) between or among U.S. Loan Parties, (ii) between or among Canadian Loan Parties, (iii) betw... | Label: Transactions With Affiliates |
16685f06-b059-4339-b3f0-82816e6eac58 | Clause:
The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the Company of the other transactions contemplated hereby and thereby do not and will not: (i) conflict with or violate any provision of the Company's certificate or articles of incorporation, bylaws or o... | Label: No Conflicts |
45cd280d-ae78-4e47-a554-58c7b46c32e1 | Clause:
During the period of Executive’s employment with the Company and any Affiliate, and thereafter upon the Company’s request, whether or not after a Change in Control, Imminent Control Change, Significant Acquisition or Disaggregation, Executive shall disclose immediately to the Company all ideas, inventions and b... | Label: Intellectual Property |
bc6702a1-83f6-4a9c-9ea0-aab645c8f78e | 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, collectively agree to purchase in the aggregate, alloca... | Label: Closings |
c8cb6f9c-85ca-482d-8067-1e78795f0b23 | Clause:
Capitalized terms and references used but not otherwise defined in this Ninth Amendment have the respective meanings given to such terms in the Original TSA.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Appro... | Label: Defined Terms |
743d2741-3d05-4b90-bc46-37e3400473bf | Clause:
For purposes of this Section 13, a " Change in Control " of the Company will mean (a) if any "person" or "group" as those terms are used in Sections 13(d) and 14(d) of the Exchange Act or any successors thereto, is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act or any success... | Label: Change In Control |
be3f08ae-e061-4a51-9f07-4d6498b19c9b | Clause:
The Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s stock option plans, the issuance of shares of Common Stock to employees pursuant to the Company’s employee stock pu... | Label: Capitalization |
a20ae1f1-f47c-4a16-a329-c2de20e9ddb9 | Clause:
The parties hereto intend and believe that each provision in this Agreement comports with all applicable local, state and federal Laws. However, if any provision or provisions, or if any portion of any provision or provisions, in this Agreement is found by a court of law to be in violation of any applicable Law... | Label: Severability |
10caaf41-3b65-4430-bceb-e3a832636b7c | Clause:
Except as set forth in the Partnership SEC Documents, none of the officers, directors or employees of the General Partner, the Partnership or any of its Subsidiaries is presently a party to any material transaction with the General Partner, Partnership or any of its Subsidiaries (other than for ordinary course ... | Label: Transactions With Affiliates |
0e12b232-086e-4d90-a707-7fea75501f53 | Clause:
This Agreement will be governed by, and construed in accordance with, the internal laws of the State of Delaware. Each party irrevocably submits to the general jurisdiction of the state and federal courts located in the State of New York in any action to interpret or enforce this Agreement and irrevocably waive... | Label: Governing Laws |
6203704d-e62a-439c-98d7-abd62000fc30 | Clause:
Each party expressly acknowledges and agrees that this Agreement, together with the agreements and documents referenced herein : (1) is the final, complete and exclusive statement of the agreement of the parties with respect to the subject matter hereof; (2) supersedes any prior or contemporaneous agreements, p... | Label: Entire Agreements |
1b111914-9844-4241-a4e0-523b60e5de86 | Clause:
Promptly after the filing or receiving thereof, copies of all reports and notices that Kelly or any ERISA Affiliate files under ERISA with the Internal Revenue Service, the Pension Benefit Guaranty Corporation or the U.S. Department of Labor or that Kelly or any Affiliate receives from any of the foregoing or f... | Label: Erisa |
c78573df-d7de-4322-a7e3-a31a05611ce6 | 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 ANY OF THE OTHER LOAN DOCUMENTS. EACH PARTY HERETO (A) CERTIFIES THAT NO R... | Label: Waiver Of Jury Trials |
47e27eab-5881-438d-ad5c-d841521e8dd0 | Clause:
The Borrower agrees to indemnify each Lender Party, upon demand, from and against any and all liabilities, obligations, claims, losses, damages, penalties, fines, actions, judgments, suits and settlements and costs, expenses or disbursements relating thereto (including reasonable fees of attorneys, accountants,... | Label: Indemnity |
4b83953d-19b3-49da-881e-220c765e04ec | Clause:
The Participant may be required to pay to the Company or any Affiliate and the Company shall have the right and is hereby authorized to withhold any applicable withholding taxes in respect of the Option, its exercise or transfer and to take such other action as may be necessary in the opinion of the Committee t... | Label: Withholdings |
c5d73ca5-1d03-491e-99c2-14aa895d0d77 | Clause:
Each Loan Party and each of its Subsidiaries has good record and indefeasible title in fee simple to, or valid leasehold interests in, or easements or other limited property interests in, all real property necessary in the ordinary conduct of its business, free and clear of all Liens except for Liens permitted ... | Label: Liens |
b345e62f-0ff7-4eee-86df-a6b4a4407b3c | Clause:
The Company shall have the authority and the right to deduct or withhold, or to require the Participant to remit to the Company (including without limitation, as provided in the Grant Notice), an amount sufficient to satisfy all applicable federal, state and local taxes required by law to be withheld (if any) w... | Label: Tax Withholdings |
1c103680-e0e3-429d-8d92-f8a96b16e216 | Clause:
The representations, warranties, covenants and agreements made in this Agreement, the Transaction Documents, or any other agreement, certificate, document or instrument furnished pursuant hereto shall survive any investigation made by the Investor and the closing of the transactions contemplated hereby. Article... | Label: Survival |
1dd7cf44-1735-49b4-817a-7968e3c431d7 | Clause:
This Agreement (a) represents the entire agreement between the parties in relation to the employment of Executive by the Company on, and subsequent to, the Effective Date and (b) revokes and supersedes all prior agreements pertaining to the subject matter herein, whether written and oral, including, without lim... | Label: Amendments |
3b003ab7-43fe-4da6-96d2-be38f71174ac | Clause:
Assign its rights or obligations hereunder or under any of the Operative Documents to any Person.
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: Assignments |
3496f479-af2d-49a5-bd80-1685349fbe4b | Clause:
This Agreement is in satisfaction of and in lieu of all prior discussions and agreements, oral or written, between the Company and the Grantee regarding the subject matter hereof. The Grantee and the Company hereby declare and represent that no promise or agreement not expressed herein has been made regarding t... | Label: Entire Agreements |
d4961844-932d-46b0-bbea-ffbda0078cc5 | Clause:
The Company or Parent, as applicable, shall withhold from any amounts payable under this Bonus Plan, or from any other compensation payable to the Participant, any and all federal, state and local income taxes, FICA and other employment taxes, and any other taxes that are required to be withheld or paid from su... | Label: Tax Withholdings |
775e852f-b08a-4919-9d46-141f082291e5 | Clause:
This Amendment shall be governed by, and construed in accordance with, the laws of England.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations... | Label: Governing Laws |
a6dc6e0a-29a2-43f4-975a-ab2d0df0d1a4 | Clause:
Except as otherwise expressly provided for herein, or as otherwise agreed to in writing by the Parties, all out-of-pocket fees, costs and expenses incurred prior to the Effective Time in connection with the preparation, execution, delivery and implementation of this Agreement will be borne by the Party or the a... | Label: Expenses |
4ce764a1-8153-4253-b728-d29eaf6c079a | Clause:
CCP has an authorized capitalization of 300,000,000 shares of common stock, $0.01 par value per share (“ Common Stock ”), and 10,000,000 shares of preferred stock $0.01 par value per share (“ Preferred Stock ”). All of the issued and outstanding shares of Common Stock of CCP have been duly authorized and valid... | Label: Capitalization |
00ff7a37-e026-4dd4-b439-2d19aea7689b | Clause:
Timely file (after giving effect to any extensions) complete and correct United States federal and state income Tax returns and all other material Tax returns required by law and pay when due all United States federal and state income Taxes and all other material Taxes upon it or its income, profits or Property... | Label: Taxes |
69983521-33e8-46b8-8a7c-36f18fbf5832 | Clause:
The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) of the Exchange Act, for the two years preceding the date hereof (or such shorter period as the Comp... | Label: Financial Statements |
45f83b89-5fad-49e6-a823-b7f7c2657fe4 | Clause:
Each Grantor will keep accurate and complete records of the Collateral (including proceeds), and these records will reflect all material facts known to such Grantor concerning the Collateral. Each Grantor shall maintain, at the address set forth on Schedule 3.6 as the location of the books and records, a curren... | Label: Records |
9da637c5-7f0c-4857-9624-07cd6f718dcd | Clause:
Borrower maintains its places of business only at the locations listed on Schedule 2(b)(4) , and all Accounts of Borrower arise, originate and are located, and all of the Collateral and all books and records in connection therewith or in any way relating thereto or evidence of the Collateral are located and sha... | Label: Subsidiaries |
124faf4e-d021-4af0-b3ac-1fa6555389fa | Clause:
Subject to the provisions of Sections 2(b), 2(c) and 2(d) of this Article II, all of the RSUs covered by this Agreement shall become nonforfeitable if the Grantee shall have remained in the continuous employ of the Corporation or a Subsidiary for three years from the Date of Grant and shall be payable in cash t... | Label: General |
daf3694a-d777-49c7-9c31-fe6b92693339 | Clause:
Each Loan Party has duly complied, and its properties and business operations are in compliance, in all material respects with all Applicable Law, except where noncompliance could not reasonably be expected to have a Material Adverse Change. To the knowledge of the Borrowers after due inquiry, no Inventory has ... | Label: Compliance With Laws |
912cf386-7b83-4bce-8789-cc88520d3b3a | Clause:
Optionee agrees and acknowledges that the terms and conditions of this Agreement, including without limitation the number of Shares for which options have been granted, are confidential. Optionee agrees that he will not disclose these terms and conditions to any third party, except to Optionee’s financial or le... | Label: Confidentiality |
cd9113c2-7468-4c5c-ab08-dadd86ba59c2 | Clause:
If any provision of this Agreement shall be invalid, illegal or unenforceable in any respect under any law, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Any provision of this Agreement that is unenforceable in any jurisdiction shall ... | Label: Severability |
43ea7e53-71e1-40fe-a9e7-31319d776f2d | Clause:
Neither this Agreement nor any of the rights, interests or obligations provided by this Agreement will be assigned by either party (whether by operation of law or otherwise) without the prior written consent of the other party. Subject to the preceding sentence, this Agreement will be binding upon and inure to ... | Label: Assignments |
1c241d67-fedb-4d70-ab0a-cb0220b199cc | Clause:
No right, benefit or interest hereunder shall be subject to assignment, encumbrance, charge, pledge, hypothecation or setoff by the Executive in respect of any claim, debt, obligation or similar process. This Agreement may not be assigned by CFI and CFI will require any successor (whether direct or indirect, by... | Label: Assignments |
bd226b38-d501-445e-82e8-ebb7a85120e0 | Clause:
Each and every representation and warranty of Purchaser set forth in Section 8.1 above shall be true, complete and correct in all material respects as of the Closing Date, subject to the provisions of Section 8.2 .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements,... | Label: Representations |
3f51a78c-e36b-44eb-a8cb-fc4bc64f79cb | Clause:
Any provision of this Fourth Amendment that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdicti... | Label: Severability |
044fd554-3d28-4cf9-96f8-f49a5dc797ad | Clause:
The Company and Executive have executed and delivered an Indemnification Agreement dated [•] (the “ Indemnification Agreement ”). To the extent any provision set forth in the Indemnification Agreement is in conflict with any provision set forth in this Agreement, the provision set forth in the Indemnification A... | Label: Indemnifications |
5fca24c7-3fc0-4640-a768-f176324fac86 | Clause:
The Company represents and warrants that (i) the representations and warranties of the Company set forth in Section 4.01 of the Credit Agreement are correct in all material respects (except those representations and warranties qualified by materiality, which shall be true and correct) on and as of the date here... | Label: Representations |
8004f93d-fe02-4567-99dc-67e2ae3d5b75 | Clause:
Any and all notices or other communications or deliveries to be provided by the Holders hereunder including, without limitation, any Notice of Conversion, shall be in writing and delivered personally, by facsimile, or sent by a nationally recognized overnight courier service, addressed to the Company, at the ad... | Label: Notices |
26bd4bb2-5db3-46f4-a98a-5d79910f3fb0 | Clause:
Each employee and director of, and service provider to, the Company and each Subsidiary who is granted, and currently holds, an Award in accordance with the provisions of the Plan shall be a “ Participant ” in the Plan. Award recipients shall be limited to employees and directors of, and service providers (wit... | Label: Participations |
180eaea6-884c-4267-979b-067f960892b7 | Clause:
This Agreement, which shall inure to the benefit of and shall be binding upon the respective successors and permitted assigns of each Loan Party, each Agent and each Lender, shall become effective on the date hereof and shall continue in full force and effect until December 23, 2021 (the “Term”) unless sooner t... | Label: Terms |
cae17624-ae47-42c4-88f7-f98d8b15f12c | Clause:
This Amendment may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page to this Amendment by telecopie... | Label: Counterparts |
87c8df73-2564-4f09-9a24-7c9a54a4aeb1 | Clause:
Except as expressly stated herein, the Parties warrant, represent and agree that they: (i) have not assigned, subrogated, pledged or transferred to any person, firm, partnership, corporation or other entity whatsoever any of the claims, counterclaims, actions, demands or causes of action to be released pursuant... | Label: Representations |
7571c178-70e6-4e51-b7df-a16f5aa0bbb0 | Clause:
Conduct, and cause each Subsidiary to conduct, all transactions otherwise permitted under this Agreement with any of their Affiliates on terms that are fair and reasonable and no less favorable to the Borrower or such Subsidiary than it would obtain in a comparable arm’s-length transaction with a Person not an ... | Label: Transactions With Affiliates |
e16a2e80-810c-45f7-869f-1e699226301a | Clause:
This Agreement, together with the documents referenced herein (including the SDA, the Quality Agreement and any other Ancillary Agreements) contain the entire agreement between the Parties with respect to the subject matter hereof, supersede all previous agreements, negotiations, discussions, writings, understa... | Label: Entire Agreements |
54622f12-a6f7-41ec-bf69-9bb1c8dfe4f8 | Clause:
Effective as of the Closing Date, Assignor does hereby assign, transfer, convey and deliver to Assignee the Assigned Interests, free and clear of all Liens and, upon delivery of the Assigned Interests, Assignee accepts from Assignor all right, title and interest in and to the Assigned Interests.
Task: Classify... | Label: Assignments |
d302f582-74f4-4a0c-9686-d243c04fee5b | Clause:
This Equity Commitment Letter may not be amended or otherwise modified without the prior written consent of Par and Piceance. Together with the Agreement and the Definitive Documents, this Equity Commitment Letter constitutes the sole agreement, and supersedes all prior agreements, understandings and statements... | Label: Entire Agreements |
b86eb423-9a4a-4599-a29f-cc5095124331 | Clause:
The Restricted Person shall not make, at any time, any comment that disparages the Assets, the Business or the Buyer Parties. This Section 1(b) does not, in any way, restrict or impede the Restricted Person from making statements that the Restricted Person can reasonably demonstrate are truthful and that are re... | Label: Non-Disparagement |
404ece94-30d0-462e-8954-ef13c697aa5c | Clause:
Company will file a preliminary proxy statement within 30 days of the Effective Date, and use its commercially reasonable best efforts to obtain stockholder approval of this Agreement, the Preferred Shares, the Warrant, and the issuance of the Conversion Shares, in accordance with the requirements of NYSE MKT r... | Label: Approvals |
6c1cd6a8-a64c-472c-8772-4cc5a3a02268 | Clause:
Each of the Lenders and the L/C Issuers hereby irrevocably appoints Fifth Third to act on its behalf as the Agent hereunder and under the other Loan Documents and authorizes the Agent to take such actions on its behalf and to exercise such powers as are delegated to the Agent by the terms hereof or thereof, tog... | Label: Authority |
7adcdf62-217b-4e0a-a762-39b8c5a26137 | Clause:
The Company may require payment of or withhold any minimum tax which it believes is required as a result of this Restricted Stock Award, and the Company may defer making delivery with respect to shares issuable hereunder until arrangements satisfactory to the Company have been made with respect to such tax with... | Label: Taxes |
317b393e-630e-4def-981e-aafacc283407 | Clause:
The execution, delivery and performance of this Agreement, the Indenture, the Notes, the VCOC Letter and each Issuer Agreement (the “ Transaction Agreements ”) and the consummation of the transactions contemplated herein and therein, including the Special Dividend (collectively, the “ Transactions ”), have been... | Label: Authorizations |
679954f7-e784-45ac-a99d-076de065fb8d | Clause:
This Lease is the only agreement between the parties pertaining to the lease of the Premises and no other agreements shall be effective. All amendments to this Lease shall be in writing and signed by all parties. Any other attempted amendment shall be void.
Task: Classify this clause into ONE of these types (e... | Label: Modifications |
b1dd2b1a-0877-44cf-8666-9b2394c71ed2 | Clause:
The representations and warranties contained in this Agreement and the other Loan Documents shall be true and correct in all material respects (except to the extent that any such representation and warranty is subject to a materiality or Material Adverse Effect qualifier, in which case it shall be true and corr... | Label: Warranties |
21fa3046-380b-4b68-a27d-5dee5510ba95 | Clause:
This Agreement supersedes any statements, representations or agreements of the Company with respect to the grant of the Award, and the Participant hereby waives any rights or claims related to any such statements, representations or agreements. This Agreement does not supersede or amend any existing confidentia... | Label: Binding Effects |
5676b573-a66b-412a-b817-26904ab856d2 | Clause:
Promptly prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for the period required by the intended method of disposition and the terms of this Agreement an... | Label: Amendments |
acde5308-c769-4bb3-b5ad-c2fa7052c12e | Clause:
Fantex possesses all requisite corporate power and authority necessary to enter into and carry out the transactions contemplated by this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbi... | Label: Authority |
4681deb1-2b52-44b3-bc72-e2ee9e35fdb8 | Clause:
The Parent shall indemnify the Administrative Agent, the Arrangers, the Lenders and each affiliate thereof and their respective directors, officers, employees, advisors and agents (each, an “ Indemnitee ”) from, and hold each of them harmless against, any and all losses, liabilities, claims or damages to which ... | Label: Indemnifications |
55a553fa-4593-4867-a810-e438b8cc87a4 | Clause:
This Agreement may not be amended or otherwise modified except by a writing executed by each of Prime Landlord, Sublandlord and Subtenant.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, ... | Label: Amendments |
454fdee8-f064-4b80-8502-ca39fe1b6db1 | Clause:
Upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, up to purchase the Shares set forth on Exhibit A. On the Closing Date, each Purchaser shall deliver to the Company immediately available funds via wire tra... | Label: Closings |
21bb93b2-2508-4a92-9f23-07236ac53418 | Clause:
Your health insurance benefits shall cease on the last day of the month in which your Separation Date occurs, subject to your right to continue your health insurance under COBRA. Your participation in all benefits and incidents of employment, including, but not limited to, vesting in stock options and restrict... | Label: Benefits |
dd669376-b897-4666-a044-811e14082256 | Clause:
Tenant acknowledges that the content of this Lease and any related documents are confidential information (“ Confidential Information ”). Tenant shall keep such Confidential Information strictly confidential and shall not disclose such Confidential Information to any person or entity other than to Tenant’s emp... | Label: Confidentiality |
f918ceb8-8e51-428c-88a2-1bf6765daf6d | Clause:
All covenants, agreements, representations and warranties made by the Borrower herein and in the certificates or other instruments delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of t... | Label: Survival |
6ec00c49-8766-4c9f-bd65-6cc8b0ca78fb | Clause:
Engaged represents and warrants to the Company that (a) this Agreement has been duly authorized, executed and delivered by Engaged, (b) this Agreement is a valid and binding obligation of Engaged, (c) this Agreement is enforceable against Engaged in accordance with its terms, (d) the execution, delivery and per... | Label: Representations |
a7f28629-c49b-491a-b7b0-6d2c82920848 | Clause:
Each party hereto agrees to execute any and all further documents and writings and perform such other reasonable actions which may be or become necessary or expedient to effectuate and carry out the provisions hereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreemen... | Label: Cooperation |
faed9100-e741-4e82-aca1-bd17d809306f | Clause:
This Agreement (and all claims, controversies and causes of action, whether in contract, tort or otherwise) and the rights and obligations of the parties hereunder shall be governed by, and construed, interpreted and enforced in accordance with, the laws of the State of Delaware.
Task: Classify this clause int... | Label: Governing Laws |
6bba6c9d-4df2-43d3-8cb0-6292d8288820 | Clause:
Each Credit Party will, and the Borrower will cause each of the Borrower’s Subsidiaries to, (i) maintain adequate books, accounts and records, in which full, true and correct entries shall be made of all financial transactions in relation to its business and properties, and prepare all financial statements requ... | Label: Records |
78f4028f-e445-423f-8e4b-9595053b84ec | Clause:
The parties agree that this Agreement shall be governed by and construed in accordance with the laws of the State of Wisconsin without giving effect to any conflicts of law provisions. The parties also agree that any action or suit brought by any party to enforce or adjudicate the rights of the parties to and u... | Label: Governing Laws |
adeee3e2-a60c-4042-9dbb-94bbc8ebe75f | Clause:
The number of Directors which shall constitute the whole Board of Directors shall be determined from time to time by the Manager. Each Director shall hold office as provided in Sections 6.3 to 6.5.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti... | Label: Qualifications |
61da2c55-4aa5-4189-925a-7babefe67f03 | Clause:
Any notice, consent or authorization required or permitted to be given pursuant to this Agreement shall be in writing and received by the party for or to whom intended, at the address of such party set forth below, by registered or certified mail, postage paid or personally delivered or sent by facsimile transm... | Label: Notices |
c71569a0-d702-4a0d-982e-226da937afa1 | Clause:
A Participant shall be one hundred percent (100%) vested at all times in his or her Cash Subaccount (including Plan Earnings thereon). A Participant’s RSU Subaccount (including Plan Earnings thereon) shall vest separately with respect to each award of Restricted Stock deferred by the Participant, at the same ra... | Label: Vesting |
17392ccc-6a31-40af-ab1d-c0bb42e81d02 | Clause:
Consultant shall devote his attention to, and use his best efforts to, advance the business and welfare of SES. Consultant shall use his best efforts, in a professional and workmanlike manner and in accordance with industry standards, in the performance of his obligations under this Agreement. SES shall provide... | Label: Cooperation |
c2caee91-e028-46fd-8e36-5f10fca74187 | Clause:
Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2014 sets forth a list of all of direct and indirect Subsidiaries of the Company existing during such fiscal year. The Company owns, directly or indirectly, all of the capital stock or other equity interests of each... | Label: Subsidiaries |
5a40ec56-c515-49e3-954b-f36c91c2ad04 | Clause:
This Agreement may be executed in three or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, ... | Label: Counterparts |
aab37e41-2f5b-4fcb-9518-e26192ff3f07 | Clause:
Executive agrees that at all times following the termination of his employment, Executive will cooperate in all reasonable respects with the Company and its Affiliates in connection with (i) any and all existing or future litigation, actions or proceedings (whether civil, criminal, administrative, regulatory or... | Label: Cooperation |
f80f1982-56a4-4e2c-a7e9-5b2007d5fc38 | Clause:
This Amendment contains the final and complete integration of all prior expressions by the parties hereto with respect to the subject matter hereof and shall constitute the entire agreement among the parties hereto with respect to the subject matter hereof superseding all prior oral or written understandings or... | Label: Entire Agreements |
9d5d3d5c-cf64-4886-99da-3fd9f16b07c6 | Clause:
This 2016-B Servicing Supplement shall be governed by and construed in accordance with the internal laws of the State of California, without regard to any otherwise applicable principles of conflict of laws.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendm... | Label: Governing Laws |
5b918285-c724-4dfa-993b-eb34771fabe7 | Clause:
All notices or other communications delivered or given under this Agreement shall be in writing and shall be deemed to have been duly given if hand delivered, sent by certified or registered mail, return receipt requested, or nationally-utilized overnight delivery service, PDF or confirmed facsimile transmissi... | Label: Notices |
1cb66176-b843-4938-90ef-65c62bb557f6 | Clause:
The validity, construction and enforceability of this Note shall be construed in accordance with and governed by the laws of the State of Delaware, excluding rules relating to conflicts of law.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Cor... | Label: Governing Laws |
9cbf9dae-7efb-4bff-a415-efe6ede306ac | Clause:
ALL DISPUTES RELATING TO OR ARISING OUT OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION THE SCOPE AND INTERPRETATION OF THIS ARBITRATION CLAUSE AND THE JURISDICTION OF THE ARBITRATOR, SHALL BE RESOLVED BY ARBITRATION USING THREE ARBITRATORS FOLLOWING THE RULES OF ARBITRATION OF THE AMERICAN ARBITRATION ASSOCIAT... | Label: Arbitration |
20df5557-6dd5-4ddd-8e35-9e7f5f6e7795 | Clause:
Each party hereto will execute such further documents and instruments and take such further actions as may reasonably be requested by one or more of the others to consummate the transactions contemplated by this Agreement, or to effect the other purposes of this Agreement.
Task: Classify this clause into ONE o... | Label: Further Assurances |
7869f5e4-4f3b-4209-803b-5e7215eb80cf | Clause:
This Subscription Agreement shall be governed by and construed in accordance with the laws of the State of Maryland.
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: Governing Laws |
f1a299a4-94fe-40c8-a07f-7505180b4169 | Clause:
(a) Do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence, except, in the case of a Subsidiary other than the Borrower, where the failure to do so would not reasonably be expected to have a Material Adverse Effect, and except as otherwise expressly... | Label: Existence |
ec991e6a-8d6a-44e7-baf9-8bbf8e269b2d | Clause:
(a) There are no actions, suits, proceedings or investigations by or before any arbitrator or Governmental Authority pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any of its Subsidiaries or Immaterial Entities (i) as to which there is a reasonable possibil... | Label: Litigations |
22236dd2-9ab8-4bab-9fa8-0d3635b3c7df | Clause:
The Corporation and each of the Subsidiaries are conducting their business in compliance in all material respects with all laws, rules, regulations, decisions, directives and orders (including, without limitation, all regulations and orders of, or agreements with, the Board, the FDIC and any applicable state re... | Label: Compliance With Laws |
1773bbad-605f-49cd-8a8b-643b58fba05e | Clause:
Notwithstanding anything to the contrary set forth in this Lease, Landlord shall not be in default in the performance of any obligation required to be performed by Landlord pursuant to this Lease unless Landlord fails to perform such obligation within thirty (30) days after the receipt of notice from Tenant spe... | Label: General |
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