id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
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|---|---|---|
1852ceef-9835-4330-b73a-d6539e623823 | Clause:
This Agreement may be executed in counterparts, each of which shall constitute an original but all of which when taken together shall constitute a single contract. Delivery of an executed signature page to this Agreement by electronic or facsimile transmission shall be as effective as delivery of a manually sig... | Label: Counterparts |
01af605b-5c87-4bd2-b875-b9774b2bbda4 | Clause:
This Agreement, together with the Exhibits, Schedules, Service Orders and the other agreements executed on the date hereof in connection with the transactions contemplated by the Contribution Agreement dated as of August 31, 2016 by and among the Partnership and PBF Energy Company LLC, constitutes the entire ag... | Label: Integration |
bb6d8031-0bea-42db-be70-656764b9df2c | Clause:
This Agreement, together with the Proprietary Inventions and Assignment Agreement and the standard forms of equity award grants that describe Executive's outstanding equity awards, represent the entire agreement and understanding between the parties as to the subject matter herein and supersedes all prior or co... | Label: Integration |
76c4a7a0-711c-4766-a8aa-b2fe4ef14226 | Clause:
There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Borrower, overtly threatened in writing, at law, in equity, in arbitration or before any Governmental Authority, by or against the Borrower or any of the Restricted Subsidiaries that would reasonably be expected to ... | Label: Litigations |
c0333c71-1ba1-4b92-85b1-ddffd6a99e61 | Clause:
Any waiver by a party or any breach of this Agreement by another party shall not be construed as a continuing waiver or as consent to any subsequent breach by the other party. Except as otherwise expressly set forth herein, no failure on the part of any party hereto to exercise and no delay in exercising any ri... | Label: Waivers |
7384ee07-c06d-4a75-99b6-745083222bdf | Clause:
This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall constitute but one and the same agreement. It is agreed by the parties hereto that facsimile or e-mail signature pages signed by the Parties shall be binding to the same... | Label: Counterparts |
82e4b4c9-82ce-47fb-aee5-72fed812466a | Clause:
The Seller has filed or caused to be filed all material tax returns (federal, state and local) required to be filed and paid all amounts of taxes shown thereon to be due, including interest and penalties, except for such taxes as are being contested in good faith and by proper proceedings and with respect to wh... | Label: Taxes |
e5754f26-1336-44ad-b433-df4a1f92a7c9 | Clause:
This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original and it shall not be necessary in making proof of this Amendment to produce or account for more than one such counterpart. Delivery of an executed counterpart of this Amendment b... | Label: Counterparts |
ba7d44c2-a633-49f7-81ad-b4db5b65fafe | Clause:
The indemnity and payment obligations set forth in this Article IX and Section 12.02(a)(iii) with respect to Taxes (and the representations contained in Section 4.14 ) shall survive until the date that is thirty (30) days following the expiration of the applicable statute of limitations.
Task: Classify this c... | Label: Survival |
1b3bfeae-2546-43eb-a00f-d6648a0208c2 | Clause:
This Agreement sets forth the entire agreement of the parties hereto in respect of the subject matter contained herein and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, employee or representative of any... | Label: Entire Agreements |
881dcc48-9829-4ded-9ceb-c9c59fbd67ea | Clause:
The Board may delegate administration of this Plan to a Committee or Committees of one or more members of the Board, and the term “Committee” shall apply to any person or persons to whom such authority has been delegated. If administration is delegated to a Committee, the Committee shall have, in connection wit... | Label: General |
ed1b5d18-606b-48a9-9e5d-622b8118ca14 | Clause:
The proceeds of the Loans will be used for general corporate purposes of the Borrower and its Subsidiaries (including acquisitions permitted hereunder, to finance the HealthFusion Acquisition, to refinance certain Indebtedness of HealthFusion and its Subsidiaries as contemplated by Section 4.01(i) and to pay fe... | Label: Use Of Proceeds |
767c4183-61db-4d40-84bf-2e958c74a17a | Clause:
The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Accordingly, each party shall be entitled to specific performance of the terms hereof, including an injunc... | Label: Enforcements |
3adc2d5c-9ca2-417d-87e6-8a498e134b7d | Clause:
The Licensor assumes no liability to the Licensee or third parties with respect to the performance characteristics of the goods sold by the Licensee under the Licensed Works, and the Licensee shall indemnify the Licensor and hold Licensor harmless against losses incurred through claims of third persons against ... | Label: Indemnity |
1773e625-576f-4c75-a7b2-5a5178a56571 | Clause:
The Committee may unilaterally amend or alter the terms of the PSUs, including this Award Agreement, retroactively or otherwise, in any manner consistent with the provisions of Section 15 of the Plan; provided, however, that no such alteration or amendment may, without the consent of the Participant, materially... | Label: Amendments |
e1f8be2c-a5ef-41c8-801d-0c309b00a22f | Clause:
The Shares shall become fully vested on the first anniversary of the Grant Date, subject to the Recipient continuing Service as a member of the Board. If a Director’s Service as a member of the Board terminates other than for death or Disability (“ Termination ”), all of the Shares that have not vested as of th... | Label: Vesting |
7bdd850b-e697-4d07-80d9-f2ec62788a07 | Clause:
Any dispute, controversy or claim arising out of or relating to this Agreement, the breach hereof or the coverage or enforceability of this arbitration provision shall be settled by arbitration in Dallas, Texas (or such other location as the Company and Executive may mutually agree), conducted in accordance wit... | Label: General |
6cb936e2-cbc3-45a9-a79f-659f76adf4ac | Clause:
This Agreement may be executed in one or more counterparts, each of which shall constitute an original and all of which shall together constitute one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Appli... | Label: Counterparts |
1531afd4-9b84-4eff-9788-c8d8f0d67251 | Clause:
This Amendment may be executed in counterparts, each of which shall be deemed an original. Facsimile copies or PDF copies sent by email of this Amendment and any signatures thereon shall be considered for all purposes as originals.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustm... | Label: Counterparts |
48d2457e-d89e-4fe7-bc6b-efc3db2cb06c | Clause:
The Borrower agrees to pay to the Lender a commitment fee (the “ Revolving Commitment Fee ”) at a per annum rate equal to 0.125% on the average daily Available Revolving Commitment from the date of this Agreement to and including the Facility Termination Date, payable in arrears on the last day of each quarter ... | Label: Fees |
dfd833d4-198f-4fc2-9c64-a8eaf2e00c3d | Clause:
This Agreement constitutes the entire agreement between the Company and the Optionee and supersedes all prior agreements and understandings, oral or written, between the Company and the Optionee with respect to the subject matter of this Agreement.
Task: Classify this clause into ONE of these types (exactly on... | Label: Entire Agreements |
96231d74-8529-4fc9-a72c-b06a905991dd | Clause:
In consideration of this Agreement, Bailey will fully cooperate with Cyanotech and its counsel as it relates, in any way, to any foreign or domestic dispute (including, but not limited to, litigation, arbitration, and federal, state or local administrative inquiry) arising out of or related to any services he p... | Label: Cooperation |
bdcdd67a-15de-4dfd-b11b-9432076ea743 | Clause:
Sublessor does hereby sell and transfer to Sublessee, on an “AS-IS” “WHERE IS” “WITH ALL FAULTS AND DEFECTS” basis, and without recourse or warranty, and Sublessee does hereby purchase and accept, all of Sublessee’s right, title and interest in and to the Transferred Personal Property.
Task: Classify this clau... | Label: Sales |
f792d4dd-7780-4269-abd0-17f654e95e01 | Clause:
Executive agrees not to engage in any conduct, or make any statement in any form, that may disparage, defame, or otherwise diminish the reputation of Affinity, the Board Shareholders, and their respective affiliates, funds, products, services, owners, members, principals, investors, officers, directors, employe... | Label: Non-Disparagement |
a78e6a11-56d9-4338-8715-6c4234675d0c | Clause:
Each Holder and each of its assignees acknowledge and agree that the information of the Corporate Taxpayer is confidential and agrees that, until the date that is three (3) years after the termination of this Agreement in respect of such Holder (or assignee), such Holder (or assignee) shall keep and retain in t... | Label: Confidentiality |
54855313-06e9-405c-aaca-feabb3c7800f | Clause:
In the event of any conflict between this Agreement and the Plan, this Agreement shall control. In the event of any ambiguity in this Agreement, or any matters as to which this Agreement is silent, the Plan shall govern, including, without limitation, the provisions thereof pursuant to which the Compensation an... | Label: Interpretations |
d35da876-3084-42a5-9782-dfbc83ab20fe | Clause:
Landlord and Tenant each hereby represents and warrants that it has not dealt with any real estate b r oker or agent in connection with the procurement of this Amendment other than Transwestern RBJ, whose commissions , if any, shall be paid by Landlo r d pursuant to separate agreement. Each party covenants and ... | Label: Brokers |
b9fbfd0c-d53f-499e-bb93-8dd8ba69c753 | Clause:
Each Party acknowledges that because money damages are not and shall not be available against the UCC and would be an insufficient remedy for any breach of this Agreement by any Party, each non-breaching Party shall be entitled to specific performance and injunctive or other equitable relief as a remedy of any ... | Label: Specific Performance |
3edaf149-5c88-41e8-aae6-31e70f2c6a81 | Clause:
In case at any time after the Closing any further action is necessary or desirable to carry out the purposes of this Agreement, any Ancillary Agreement, or any of the transactions contemplated hereby or thereby, each of the parties hereto will take such further action (including the execution and delivery of fu... | Label: General |
c2650f9f-f7d4-48a5-a8ee-526c6490d534 | Clause:
As consideration for the assignment and sale contemplated in Section 2 hereof, the Assignee shall pay to the Assignor on the date hereof in federal funds the amount heretofore agreed between them. It is understood that Facility Fees accrued to the Assignment Effective Date in respect of the Assigned Amount are... | Label: Payments |
f5a20845-b6a3-49a5-8568-0d6925913ce0 | Clause:
Schedule 7.15 sets forth as of the Third Amendment Effective Date a list of all Subsidiaries (excluding Subsidiaries with no assets and no operations) and the number and percentage of the shares of each class of capital stock owned beneficially or of record by the Company or any Subsidiary therein, and the juri... | Label: Subsidiaries |
7ffd0b92-6044-4be3-951a-2bb618126792 | Clause:
If the Executive’s employment is terminated by reason of the Executive’s Disability during the Employment Period, the Partnership or the Employer (as applicable) shall provide the Executive with the Accrued Obligations and the timely payment or delivery of the Other Benefits, and shall have no other severance o... | Label: Disability |
faaa9a1f-e1af-44bf-84b1-c4cd434a35e5 | Clause:
Payment due the 20th of the month following delivery month. Payment shall be made by electronic funds transfer in United States dollars.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, As... | Label: Payments |
8dce3dba-a61d-447c-8d5d-2694151a7142 | Clause:
Except as permitted by an order of the Bankruptcy Court, none of the Borrower Parties, their respective Subsidiaries or any of their respective properties is in violation of, nor will the continued operation of their properties as currently conducted violate, any Legal Requirement (including any applicable Envi... | Label: Compliance With Laws |
cdfc123a-db65-4767-bb84-9f1f49cf7d02 | Clause:
All questions concerning the construction, validity, enforcement and interpretation of this Note shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflict of laws thereof. Each party agrees that all legal proceedin... | Label: Governing Laws |
cd15796f-30d7-4c94-9452-3c66be589e32 | Clause:
The Borrower and its Subsidiaries have conducted their businesses in material compliance with the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, and other similar anti-corruption legislation in other jurisdictions and have instituted and maintained policies and procedures designed... | Label: Anti-Corruption Laws |
e20f6022-2d8e-4d54-9b27-f51d0ee3b857 | Clause:
The provisions of this Agreement shall survive the termination of this Agreement and/or the termination of the Employee’s employment to the extent necessary to effectuate the terms contained herein. Notwithstanding the foregoing, these provisions shall terminate and be of no further force or effect beginning tw... | Label: Survival |
87c042f1-65c6-4b2a-846d-c16db54a328f | Clause:
The paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement or give full notice thereof. Unless otherwise specified, all Section references in this Agreement are to the applicable Section of this Agreement.
... | Label: Headings |
2b31e9ec-a8ee-47f0-a2a2-d8b95a25354f | Clause:
The Parties agree to promptly sign all documents reasonably requested to give effect to the provisions of this Agreement. In addition, Propco agrees to, at Owner’s sole cost and expense, reasonably cooperate with all applicable Gaming Authorities in connection with the administration of their regulatory jurisdi... | Label: Further Assurances |
62b8d39d-d6ec-4401-931a-5aba02ec232e | Clause:
In the event of a breach or threatened breach by the Executive of Sections 6 - 9 of this Agreement, the Executive hereby consents and agrees that the Company shall be entitled to seek, in addition to other available remedies, a temporary or permanent injunction or other equitable relief against such breach or t... | Label: Remedies |
d4c875f0-84a7-4a81-9682-368f681b556e | Clause:
If any court of competent jurisdiction holds that any term or provision of this Agreement is invalid or unenforceable, the remaining terms and provisions will continue in full force and effect, and this Agreement shall be deemed to be amended automatically to exclude the offending provision.
Task: Classify thi... | Label: Severability |
0e0343c7-a545-4ee0-99cf-e45b6137e048 | Clause:
Tenant hereby consents to the exclusive jurisdiction of the state courts located in the county where the Building is located and to the federal courts located in the Eastern District of Pennsylvania. In connection with any litigation arising out of this Lease, the prevailing party, Tenant or Landlord, shall be ... | Label: Consent To Jurisdiction |
e3c06f26-45c2-416c-8973-34676b149fca | Clause:
This Agreement shall be governed by the laws of the Commonwealth of Massachusetts, United States of America.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authorit... | Label: Governing Laws |
da27a44b-4810-49a7-b67c-6cf5aea68307 | Clause:
Subject to the terms herein, either party may terminate the Executive’s employment at any time; provided that the Executive will be required to provide the Company at least ninety (90) days’ advance written notice of the Executive’s voluntary resignation. The Termination Date shall be the date stated in the not... | Label: Terminations |
c80c4e17-e5a2-4b7a-9559-887106bf1970 | Clause:
Purchaser shall have no right whatsoever to enter into any license, assignment, sublease, pledge or other occupancy agreement with respect to the Sub-Leased Premises or to permit any other person or entity other than Purchaser to occupy the Sub-Leased Premises.
Task: Classify this clause into ONE of these type... | Label: Assignments |
79fac63c-355f-4e47-81d7-ee04528ca5c7 | Clause:
This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Illinois without regard to principles of conflict of laws.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Appli... | Label: Governing Laws |
9c02b046-ff57-4f91-b930-963cf4ba9194 | Clause:
The Parties agree to take such actions and execute and deliver such other documents or agreements as may be necessary or desirable for the implementation of this Agreement and the consummation of the transactions contemplated hereby and thereby.
Task: Classify this clause into ONE of these types (exactly one l... | Label: Further Assurances |
5be1b8b4-09a7-4814-b9e7-2cbebcc16ba0 | Clause:
Employee agrees to maintain in complete confidence the existence of this Agreement, the contents and terms of this Agreement, and the consideration for this Agreement (hereinafter collectively referred to as “Separation Information”). Except as required by law, Employee may disclose Separation Information only ... | Label: Confidentiality |
2f8275c3-8d3c-4722-afa1-20555479a80d | Clause:
Each of the Guarantors hereby acknowledges and reaffirms in all respects all of its respective obligations under the Guaranties giving effect to the foregoing provisions of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corrupti... | Label: Releases |
d16f035e-12aa-43ad-b41b-4b8ca6f74c11 | Clause:
This Guaranty may not be amended except in writing signed by the Requisite Lenders (or all of the Lenders if required under the terms of the Term Loan Agreement), the Administrative Agent and each Guarantor.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendm... | Label: Amendments |
17940af7-c32e-4330-9875-606fa8523def | Clause:
Should any clause, sentence, paragraph, or Section of this Agreement be judicially declared to be invalid, unenforceable, or void, such decision will not have the effect of invalidating or voiding the remainder of this Agreement, and the parties hereto agree that the part or parts of this Agreement so held to b... | Label: Severability |
9b9297db-8c00-4da2-93ba-401c3f7e9dd0 | Clause:
The Company will pay Executive an annual base salary (“ Base Salary ”) in the amount of $13,000.00 per month ($156,000 per year). The Base Salary will be paid in accordance with the Company’s payroll practices in effect from time-to-time. Executive’s Base Salary will be reviewed at least annually in accordance ... | Label: Base Salary |
bc015c28-c08d-4d4e-aed8-1ba49a07ac65 | Clause:
This Agreement shall be binding upon and shall enure to the benefit of the parties hereto and their respective personal representatives, heirs, beneficiaries, successors and permitted assigns.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corr... | Label: Binding Effects |
45173fa4-8cea-40f3-9b62-6a6eb39aaefc | Clause:
TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, EACH PARTY HERETO WAIVES, AND COVENANTS THAT SUCH PARTY WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE), ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE, CLAIM OR PROCEEDING ARISING OUT OF THIS AGREEMENT OR THE ... | Label: Waiver Of Jury Trials |
87857e0e-1ef4-4069-bc90-fae993913dc6 | Clause:
The parties agree that this Agreement is reasonable and necessary for the protection of the business and goodwill of Crawford and that any breach of this Agreement by Employee will cause Crawford substantial and irreparable harm entitling Crawford to injunctive relief and other equitable and legal remedies. Mor... | Label: Remedies |
791becb2-b921-450d-b853-d6febdfaf758 | Clause:
EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHET... | Label: Waiver Of Jury Trials |
34c6341e-295a-4311-b52b-56f60481ef9a | Clause:
The Employee hereby grants to the Employer the right to use the Employee’s name and likeness, without additional consideration, on, in and in connection with technical, marketing and/or disclosure materials published by or for the Employer for the duration of Employee’s employment with Employer and for a reason... | Label: Publicity |
64e4548e-866a-45dc-8aa5-38976900758d | Clause:
Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or 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 of the ap... | Label: Releases |
b792a24f-8507-4321-94b0-e8b5bdfc944f | Clause:
Notwithstanding any provision of the Transfer and Administration Agreement to the contrary, each of the Managing Agents and the Investors hereby consents to (x) the non-pro rata payments in respect of the Investor Group Net Investment of the Investor Group for which PNC acts as Managing Agent and (y) the non pr... | Label: Consents |
1767733a-73db-4ffd-9542-f282a1415ca1 | Clause:
Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural person, a Defaulting Lender or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “ Participant ”) in all or a portion of su... | Label: Participations |
72667414-3d8b-42bc-87bc-d0928d65619c | Clause:
This Second Amendment may be executed in one or more counterparts and on facsimile counterparts or other electronic transmission, as permitted under the Original Amended Credit Agreement, each of which when so executed shall be deemed to be an original, but all of which when taken together shall constitute one ... | Label: Counterparts |
48ce31e8-daca-4221-991f-3e34066f05fd | Clause:
Except as disclosed in Schedule 5.10 , there is no material claim, action, suit, investigation or proceeding (or any basis therefor) pending against, brought by, or threatened against or affecting, Ecosphere or any of its properties or the transactions contemplated hereby and there is no claim, action, suit, i... | Label: Litigations |
5c0b17f7-84ab-457b-8d83-ae8c779283db | Clause:
(a) The Company will keep, and will cause each Subsidiary to keep, all property useful and necessary in its business in good working order and condition, ordinary wear and tear excepted.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption... | Label: Insurances |
28689946-104f-4569-8047-bcb7bbe0cf7e | Clause:
This Agreement may be amended or modified, and rights under it may be waived, only by a writing executed and signed by the parties hereto.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, ... | Label: Amendments |
d0b75077-1921-40f9-b3ce-4d72f87dbf91 | 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 ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON C... | Label: Waiver Of Jury Trials |
8a44d07c-b470-4722-8a34-dae7e91c5e30 | Clause:
This Agreement is the final and entire agreement between the parties relating to the subject matter and supersedes any and all prior or contemporaneous discussions, statements, representations, warranties, correspondence, conditions, negotiations, understandings, promises and agreements, oral and written, with ... | Label: Entire Agreements |
1fcc7297-3189-4f02-8d04-a85fff585d42 | Clause:
Neither party may assign or subcontract any of its or her rights or obligations under this Agreement without the written consent of the other. Any assignment not in compliance with this provision shall be void.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Ame... | Label: Assignments |
13a1974f-98d0-45ca-a48c-1861c3b2da93 | Clause:
This Agreement shall be construed and interpreted in accordance with the laws of the State of Delaware without regard to principles of conflicts of law thereof, or principles of conflicts of laws of any other jurisdiction that could cause the application of the laws of any jurisdiction other than the State of D... | Label: Governing Laws |
a623e93e-55ae-47ba-bd67-a2f6c2f22807 | Clause:
Other than as set forth on Schedule 6 attached hereto, neither Borrower nor any Affiliate (a) has or holds any tradenames, trademarks, servicemarks, logos, copyrights, patents or other intellectual property (collectively, “ Intellectual Property ”) with respect to the Property or the use or operations thereof o... | Label: Intellectual Property |
b17a3754-62bf-4f04-9886-1e4e34e56733 | Clause:
This Amendment, the Existing Credit Agreement as amended by this Amendment and the other Credit Documents embody the entire agreement between the parties and supersede all prior agreements and understandings, if any, relating to the subject matter hereof. These Credit Documents represent the final agreement bet... | Label: Binding Effects |
6cc6b751-ff41-4d5c-964c-a3dc8d87700b | Clause:
NantHealth shall keep accurate records (together with supporting documentation) of Services sold pursuant to this Agreement, appropriate to determine the amount of fees and other monies due to NantOmics hereunder. Such records shall be retained for at least two (2) years following the end of the Term. Upon at l... | Label: Records |
c028de21-f789-4b13-9f20-813bb9ebf92d | Clause:
The representations, warranties and covenants contained herein shall survive the execution and delivery of this Agreement and the sale of the Shares.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Ar... | Label: Survival |
9da7c5b8-170d-4c2f-ab8e-657ea947b7b6 | Clause:
Section 10.14(b) , ( c ) and ( d ) and Section 10.15 of the Credit Agreement shall apply to this Amendment, mutatis mutandis .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments,... | Label: Miscellaneous |
d8d03394-6453-4d22-824d-1264f099a080 | Clause:
Each Loan Party maintains the insurance and required services and financial assurance as required by law and as required by Section 7.01(h). Schedule 6.01(r) sets forth a list of all insurance maintained by each Loan Party on the Effective Date.
Task: Classify this clause into ONE of these types (exactly one ... | Label: Insurances |
31d13342-4076-4390-8049-7ff45e5ec50c | Clause:
All notices, requests, demands and other communications provided in connection with this Royalty Agreement shall be in writing and shall be deemed to have been duly given at the time when hand delivered, delivered by express courier, or sent by facsimile (with receipt confirmed by the sender’s transmitting devi... | Label: Notices |
f9edea68-988b-4499-b314-89c9e9757706 | Clause:
The parties acknowledge that this Agreement has been the subject of full opportunity for negotiation and amendment and accordingly, any rule of construction that would construe ambiguities against the drafter shall not apply to this Agreement.
Task: Classify this clause into ONE of these types (exactly one lab... | Label: Construction |
db2d3b02-1e72-40fa-9e32-1d5dcf86af40 | Clause:
Subject to any obligations the Participant may have under applicable law, the Participant will not make or cause to be made any statements that disparage, are inimical to, or damage the reputation of the Company or any of its affiliates, subsidiaries, agents, officers, directors or employees. In the event such ... | Label: Non-Disparagement |
bf0588c4-ff8c-48c9-b8df-d6b56b650792 | Clause:
(a) In the event that any of the Secured Obligations fails to be timely and fully performed in accordance with the terms of the Loan Documents, once the applicable grace period shall have elapsed without the applicable default having been remedied in accordance with the Credit Agreement, the Pledgee, in its cap... | Label: Enforcements |
5d322993-226b-4b63-b888-a5ad9a54a300 | Clause:
The Administrative Agent shall have received a solvency certificate, in form and substance satisfactory to the Administrative Agent, from a Financial Officer of the Company dated the Effective Date.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Ant... | Label: Solvency |
4155b84b-c649-43b7-b7e1-e2c036b037c5 | Clause:
The Plan shall be governed by the laws of the State of Delaware.
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, Bi... | Label: Governing Laws |
40c89da7-f3f9-4fcc-976e-d6a4ae62fb39 | Clause:
THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY 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... | Label: Governing Laws |
fd0e612a-6e79-42f8-b6dd-824f86a4dd54 | Clause:
This Agreement sets forth the entire understanding and agreement of the Parties hereto, and shall supersede any agreements and understandings (written or oral) between the Parties on or prior to the Effective Date with respect to the transaction described in this Agreement.
Task: Classify this clause into ONE ... | Label: Entire Agreements |
027804d4-45b8-44db-b7a7-5cb9123a4dab | Clause:
Set forth in the Insurance Schedules is a complete and accurate summary of the property, casualty, worker’s compensation, errors and omissions, fidelity bonds/crime insurance program of the Loan Parties and the Subsidiaries of the Loan Parties as of the Closing Date (including the names of all insurers, policy ... | Label: Insurances |
c9e55c60-d637-49c6-8836-485c31b0f17c | Clause:
The section and paragraph headings appearing in this Agreement have been inserted for the purpose of convenience and ready reference. They do not purport to, and should not be deemed to define, limit, or extend the scope or intent of any section or paragraph. This Agreement has been negotiated by the Parties, a... | Label: Construction |
d680344f-e34e-4e1f-8b95-242ea0fc19ce | Clause:
The Grantee must pay the amount of any federal, state, local or foreign income or employment taxes required to be withheld on the compensation income resulting from the award of, or lapse of restrictions on, the PSUs directly to the Corporation in cash upon request; provided, however, that where the restriction... | Label: Tax Withholdings |
e8664e7b-e145-47fd-928a-40394a154d10 | Clause:
The Company shall not, and shall use its commercially reasonable efforts to ensure that no Affiliate thereof shall, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of t... | Label: Integration |
d1a9002f-fc30-4605-8fdb-9155fd9dd90b | Clause:
This Amendment shall become effective on the date of Lender’s, Borrower’s and Parent’s receipt of executed counterparts of this Agreement, each of which shall be originals or facsimiles or “.pdf” or “tiff” files, properly executed by (i) Borrower, (ii) Parent and (iii) Lender.
Task: Classify this clause into O... | Label: Effectiveness |
4f4150cf-4007-43d8-9c9a-07808f318699 | Clause:
The Company shall maintain insurance policies insuring the Collateral against loss or damage from such risks and in such amounts and forms and with such companies as are customarily maintained by businesses of similar type and size to the Company.
Task: Classify this clause into ONE of these types (exactly one... | Label: Insurances |
367cda66-66b9-4a6c-9134-fd280a5c4fea | Clause:
This Agreement is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. This Agreement supersedes all prior agreements and understandings b... | Label: Entire Agreements |
56705a00-1dec-451b-af4e-5a048ffe6c54 | Clause:
If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule or law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of this Agreement is not a... | Label: Severability |
82fbf950-21bd-43c0-bed6-479849d3a6f3 | Clause:
The proceeds of the Loans will be used for (i) funding needs resulting from Exchange Act Rule 15c3-3 timing differences, (ii) funding National Securities Clearing Corporation and other clearing agency margin deposits and (iii) other short-term operational needs. No part of the proceeds of any Loan will be used,... | Label: Use Of Proceeds |
9c3cf551-f063-4989-be09-6289a2128d9c | Clause:
Subject to the Financing Orders and Section 6.17 , promptly after any reasonable request by the Administrative Agent, or any Lender through the Administrative Agent, (a) correct any defect or error that may be discovered in any Loan Document or in the execution, acknowledgment, filing or recordation thereof, an... | Label: Further Assurances |
8f4d4a0a-9bff-4d88-93d0-ea92cc68b470 | Clause:
The execution and delivery of this Agreement by each Seller and Member does not, and the performance of this Agreement by each Seller and Member will not, conflict with, violate or result in a breach of or constitute (with or without notice or the passage of time) a default (or give rise to any third-party righ... | Label: No Conflicts |
e938bd4f-9ac2-4ff7-aa62-93f2ba684148 | Clause:
All issues and questions concerning the construction, validity, interpretation and enforceability of this MOU and the exhibits and schedules hereto shall be governed by, and construed in accordance with, the laws of the State of Texas, without giving effect to any choice of law or conflict of law rules or provi... | Label: Governing Laws |
df03aa70-2303-4ad1-9043-89c28bd8732a | Clause:
This Agreement shall be governed exclusively by and construed according to the laws of the State of Utah, as applied to contracts between Utah residents entered into and to be performed entirely within Utah.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendm... | Label: Governing Laws |
ae572018-cc37-4f7e-a58e-204e84980143 | Clause:
If the Grantee dies before otherwise incurring a Separation from Service, then, provided that the Company has satisfied the Performance Measures as of the Vesting Date, a pro-rata portion of the PRSUs referred to in Section 4(a) above shall become vested and the pro-rata number of such Shares shall be issued to... | Label: Death |
f48b7348-3e71-4865-aac5-e6787c66754f | Clause:
Each Party represents and warrants to the other Party as of the Effective Date as follows: (a) it is a duly organized and validly existing corporation or limited partnership under the laws of its jurisdiction of incorporation or formation; (b) it has full corporate or partnership power and authority and has tak... | Label: Warranties |
ed52a569-84dd-4fa2-9bac-c656e2dda088 | Clause:
On the Restatement Effective Date after giving effect to the transactions to occur on the Restatement Effective Date, the Loan Parties, on a consolidated basis, are Solvent.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applic... | Label: Solvency |
a2829526-3a2a-48ac-b552-0ccddf9d8797 | Clause:
Each SAR granted under the Plan shall be evidenced by an Award Agreement. Each SAR so granted shall be subject to the conditions set forth in this Section 8, and to such other conditions not inconsistent with the Plan as may be reflected in the applicable Award Agreement. Any Option granted under the Plan may... | Label: General |
9e4b5d74-bb26-42af-860a-efb9b41c5765 | Clause:
This Agreement may be executed in any number of counterparts, including facsimile signatures which shall be deemed as original signatures. All executed counterparts shall constitute one agreement, notwithstanding that all signatories are not signatories to the original or the same counterpart. A copy of an exe... | Label: Counterparts |
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