id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
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|---|---|---|
4fc19032-b47c-4e75-9327-fb48475b8c12 | Clause:
In case any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, ... | Label: Severability |
55b1bf5d-0ff8-4062-ab0a-11d48e9a78af | Clause:
This option is granted under and subject to the terms of the Plan, which is incorporated herein by reference. If there is any inconsistency between the terms of the Plan and the terms of this Agreement, the Plan’s terms shall supersede and replace the conflicting terms of this Agreement. Capitalized terms that ... | Label: Defined Terms |
b6db97b1-432d-4a87-aba7-6f71da148536 | Clause:
The Plan was approved by the Board of Directors on December 14, 1998, subject to approval by the shareholders of the Company within twelve (12) months thereafter.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, ... | Label: Effective Dates |
bed5cbf5-e529-4718-8409-9fdbb63a2920 | Clause:
Any notification required by the terms of this Award Agreement shall be given in writing and shall be deemed effective upon personal delivery or within three (3) days of deposit with the United States Postal Service, by registered or certified mail, with postage and fees prepaid. A notice shall be addressed to ... | Label: Notices |
1dfc36d6-c211-4239-8af9-e683d3177be4 | Clause:
Officer shall be entitled to participate, under the terms of the respective plans and subject to periodic plan changes, in Umpqua’s group health benefit package, long-term disability and life insurance, 401(k) plan, and such other compensation or benefits as approved by the Board. Officer shall be entitled to f... | Label: Benefits |
c375da62-9c9e-4fd4-88c4-e7ab83d20bf6 | Clause:
The Company shall not, nor shall it permit any of its subsidiaries to, enter into, renew, extend or be a party to, any transaction or series of related transactions (including, without limitation, the purchase, sale, lease, transfer or exchange of property or assets of any kind or the rendering of services of a... | Label: Transactions With Affiliates |
681b78d9-c864-47bf-888a-095bd29d2813 | Clause:
The Company proposes to issue and sell through or to the Manager, as sales agent and/or principal, up to $5,000,000 of shares (the “ Shares ”) of the Company’s common stock, $0.01 par value (“ Common Stock ”), from time to time during the term of this Agreement and on the terms set forth herein; provided , how... | Label: Sales |
a7aaab19-e2db-49cc-b420-16d7e9f3f261 | Clause:
Subject to the Standard Qualifications, each assignment of Mortgage and assignment of Assignment of Leases, Rents and Profits from the Seller constitutes a legal, valid and binding assignment from the Seller. Each related Mortgage is a legal, valid and enforceable first lien on the related borrower’s fee or le... | Label: Liens |
2e948d29-b4b1-4402-b9a1-6da0a2c9cee4 | Clause:
The execution, delivery and performance of this Agreement by the Company, the issuance and sale of the Shares and the consummation by the Company of the other transactions contemplated herein do not and will not (i) conflict with or violate any provision of the Company’s or any Subsidiary’s certificate or artic... | Label: No Conflicts |
3c0f697f-539a-4cf7-89c6-96957cf12d7e | Clause:
This Agreement may be supplemented, amended, restated or replaced only by written agreement signed by each Party.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Aut... | Label: Amendments |
3384e1f6-d982-42c9-9a43-1926ace21299 | Clause:
During the Employment Term, the Company shall pay to the Executive an annual base salary of $435,000 (the “Base Salary”), which Base Salary shall be payable at the times and in the manner consistent with the Company’s general policies regarding compensation of the Company’s senior executives. The Base Salary wi... | Label: Base Salary |
0af4f905-263d-4a2a-8b6a-c00cea78c0c2 | Clause:
All notices and other communications given to any party hereto pursuant to this Agreement shall be in writing and shall be hand delivered, or sent either by (a) certified mail, postage prepaid, return receipt requested; (b) an overnight express courier service that provides written confirmation of delivery; (c)... | Label: Notices |
9bcf137a-95d4-4bb3-ac3c-5ad991e2cb65 | Clause:
Change its name or the Borrower State or relocate its chief executive office without 30 days prior written notification to Bank; replace its chief executive officer or chief financial officer (i) without prompt notice to Bank and (ii) unless a replacement for such officer is approved by Borrower’s Board of Dire... | Label: Change In Control |
baf19b06-6bef-4a7b-b869-a7324480baf6 | Clause:
The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. References to Sections, Articles, Exhibits or Schedules refer to Sections of, Articles of, Exhibit to, or Schedule to, this Agreement unless otherwise stated.... | Label: Interpretations |
48ecf6e8-bb93-48d9-a488-3d49c3240fd9 | Clause:
In the event of any Proceeding involving any Loan Party or any property of any Loan Party or any payment or distribution in respect of any such property in any Proceeding, (i) all Senior Debt first shall be Paid in Full before any payment of, or payment or distribution with respect to, the Junior Debt shall be ... | Label: Payments |
26d5a15c-21bc-4aef-aa90-8245e9db00e4 | 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 of the parties hereto shall be entitled to specific performance of the terms hereof, in... | Label: Enforcements |
49908277-8b8e-4e0a-97df-24b87623adb6 | Clause:
It is intended that the terms of the Award will not result in the imposition of any tax liability pursuant to Section 409A of the Code. This Agreement shall be construed and interpreted consistent with that intent.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements,... | Label: Construction |
95804c6a-e318-43d5-8ab9-15c13f251764 | Clause:
All payments and benefits due to Executive under this Agreement or otherwise shall be subject to withholding on account of federal, state and local taxes, as determined by the Employer.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption ... | Label: Withholdings |
5061a28e-ee57-4db5-b246-dba661b133f4 | Clause:
Payment of the [Alt. A: cash component of the Performance Award and issuance of the PSUs pursuant to the Performance Award] [Alt. B: Performance Award] will be made following the Company’s final determination of its FYxx financial results and the Committee’s approval of Performance Award payouts under the FYxx/... | Label: Payments |
c8688b37-91e3-4f6b-8c34-9ea86b3e8acf | Clause:
The following terms used herein shall have the following meanings for all purposes 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, Auth... | Label: Definitions |
be2d87c8-72e1-4f6d-9b55-00dc856177c0 | Clause:
In consideration of the Bank's willingness to enter into this Amendment, the Credit Parties hereby release the Bank and each of its respective officers, employees, representatives, agents, counsel and directors from any and all actions, causes of action, claims, demands, damages and liabilities of whatever kind... | Label: Releases |
d95beb4e-afe7-4524-a181-e6e13f6aa862 | Clause:
The Company hereby employs the Executive to serve as president and chief executive officer (“CEO”) of Bancshares and the Association according to the terms and conditions of this Agreement and for the period stated in Section 1(c) of this Agreement. The Executive hereby accepts employment according to the terms... | Label: Employment |
805ada35-56be-4323-82bd-cb872ba96d86 | Clause:
Any notices regarding acceptance, rejection, or any other matters arising under this Agreement shall be sent by a method of delivery which provides a receipt of delivery and shall be addressed as provided below. Notices to Employee should be addressed to his/her home address on file with the Company. Notices to... | Label: Notices |
9d051aad-07c3-4d43-9da5-b8fcbe866777 | Clause:
This Section 11.4 shall survive the Closing.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books... | Label: Survival |
5667b789-f000-48b3-b935-c1a695f4221b | Clause:
Tenant hereby acknowledges and agrees that the Lease is in full force and effect, Landlord is not currently in default under the Lease, and, to the best of Tenant’s knowledge, no event has occurred which, with the giving of notice or the passage of time, or both, would ripen into Landlord’s default under the Le... | Label: Representations |
37cd30a0-ea76-4b55-b576-ac213b233706 | Clause:
In addition to any other assignment or participation permitted pursuant to this Section 10.06 any Lender may assign as security and/or pledge (without the consent of the Borrower or the Administrative Agent) all or any portion of its Loans, the other Obligations owed by or to such Lender, and its Notes, if any,... | Label: Participations |
cb415b04-cf3b-485f-8baa-38ffdb4734d8 | Clause:
EACH OF MORTGAGOR AND MORTGAGEE HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW THE RIGHT TO TRIAL BY JURY IN ANY LEGAL OR EQUITABLE ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THIS MORTGAGE OR ANY TRANSACTION CONTEMPLATED HEREBY OR THE SUBJECT MATTER OF ANY OF ... | Label: Waiver Of Jury Trials |
e36333dd-1201-41bd-b9e6-26997f52f0bb | Clause:
This Agreement and the other Loan Documents represent the entire agreement of the Parent Companies, the Borrower, the Agents and the Lenders with respect to the subject matter hereof and thereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-C... | Label: Integration |
7135a94e-c017-4109-a233-c14e04575bbf | Clause:
In exchange for the Company’s execution of this Agreement and Executive’s receipt of the consideration set forth in Paragraph 2 and Executive’s release herein, Executive and the Company, respectively, agree to and hereby do release and discharge the Company and its parent, subsidiary and affiliated companies, a... | Label: Releases |
f697ad3b-a8b5-461c-bd5c-b32cd37d405d | Clause:
The Administrative Agent shall have received evidence that all boards of directors, governmental, shareholder and material third party consents and approvals necessary in connection with the entering into of the Transaction have been obtained.
Task: Classify this clause into ONE of these types (exactly one lab... | Label: Consents |
1fda24fd-fbd2-48ac-b905-f8f4409652c8 | Clause:
All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be determined in accordance with the laws of the state of Delaware (excluding its choice of law rules).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amen... | Label: Governing Laws |
77b2df90-0e6d-455b-9f59-5e315c6966e5 | Clause:
Except with respect to any arbitration commenced by Indemnitee pursuant to Section 9 hereof, the Company and Indemnitee each irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court, and not in any oth... | Label: Consent To Jurisdiction |
bc18e280-160b-4b40-88a0-7b32ec514126 | Clause:
This Separation Agreement shall be construed and enforced in accordance with the laws of the State of New Jersey without regard to the principles of conflicts of law, except to the extent preempted by federal law, which shall in that case control. Any action to enforce the terms of this Separation Agreement mus... | Label: Governing Laws |
3b2f5c8f-2a23-4142-85d7-ea106a489bc4 | Clause:
THIS JOINDER SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY CONFLICT OF LAW PRINCIPLES (BUT GIVING EFFECT TO FEDERAL LAWS RELATING TO NATIONAL BANKS).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corrupti... | Label: Governing Laws |
b8e41c84-0284-40d3-a543-6b48684ddd2a | Clause:
This Agreement, the negotiation, terms and performance of this Agreement, the rights of the parties under this Agreement, and all actions arising in whole or in part under or in connection with this Agreement, will be governed by and construed in accordance with the domestic substantive laws of the State of Nev... | Label: Governing Laws |
630a7eaf-5168-40df-898a-cac8dc8e6d67 | Clause:
Except as expressly modified by this Amendment, the Agreement remains unmodified and in full force and effect. This Amendment along with the Agreement is the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether oral... | Label: Miscellaneous |
d7132b53-cf15-463d-98fd-7355d339a046 | Clause:
This Patent Security Agreement shall be construed in accordance with and governed by the law of the State of New York, without regard to conflicts of law principles that would require the application of the laws of another jurisdiction.
Task: Classify this clause into ONE of these types (exactly one label):
Ad... | Label: Governing Laws |
22de68db-84d9-4f30-8ebe-35a4de1dc82a | Clause:
Use the proceeds of any Credit Extension, whether directly or indirectly, and whether immediately, incidentally or ultimately , to purchase or carry margin stock (within the meaning of Regulation U of the FRB) or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund Inde... | Label: Use Of Proceeds |
f31d2f7f-df00-4215-acca-28da96e47a07 | Clause:
The Corporation and Executive each represent and warrant that no promise or inducement has been offered or made except as herein set forth and that the consideration stated herein is the sole consideration for this Agreement. This Agreement is a complete and entire agreement and states fully all agreements, un... | Label: Entire Agreements |
96960630-6e6a-435d-bc3b-2802c6b927f8 | Clause:
EACH LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION, LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE, AGAINST THE ADMINISTRATIVE AGENT, ANY LENDER, ANY ISSUING LENDER, THE SWINGLINE LENDER OR ANY R... | Label: Submission To Jurisdiction |
64a359c8-3721-47d9-83c9-dd6166e8f49b | Clause:
A list of all Registered Intellectual Property of each Credit Party and all material in-bound license or sublicense agreements, material exclusive out-bound license or sublicense agreements, or other rights of any Credit Party to use material Intellectual Property (but excluding in-bound licenses of over-the-co... | Label: Intellectual Property |
ad1c4023-938a-430e-a3ae-b73c53bfd71a | Clause:
No portion of the proceeds of the Loans will be used by any Borrower or any Subsidiary (i) in a manner which would violate or cause any Lender to be in violation of Regulation T, U or X of the Board, (ii) for any purpose in violation of any applicable law or regulation, or (iii) to finance any Acquisition other... | Label: Use Of Proceeds |
6adad87a-6894-4947-bd36-1013a476c30a | Clause:
Schedule 5.15 sets forth all the Subsidiaries of the Borrower at the Restatement Effective Date (after giving pro forma effect to the Transactions), the jurisdiction of their organization and the direct or indirect ownership interest of the Borrower therein.
Task: Classify this clause into ONE of these types (... | Label: Subsidiaries |
6f9cc613-0cef-4f76-a12e-3e842c3703f5 | Clause:
The interpretation, construction and performance of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Illinois without regard to the principle of conflicts of laws.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustme... | Label: Governing Laws |
c13b9aa3-cbce-4dde-8591-aafb921f0b7d | Clause:
Other than consummating the transactions contemplated hereunder, such Purchaser has not directly or indirectly, nor has any Person acting on behalf of or pursuant to any understanding with such Purchaser, executed any purchases or sales, including Short Sales, of the securities of the Company during the period ... | Label: Confidentiality |
d0abdbf3-5741-4253-afa3-b8d258d7a00c | Clause:
A Participant shall at all times be one hundred percent (100%) vested in his or her Account Balance.
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: Vesting |
d361d3d0-92b4-4f94-b961-0c0518f8434a | Clause:
This Agreement shall terminate and shall have no further force or effect from and after the Expiration Time, provided , that no such termination shall relieve any party from liability for any breach of this Agreement prior to such termination.
Task: Classify this clause into ONE of these types (exactly one lab... | Label: Terminations |
a0c22b7f-b305-4d64-bf9b-a160ddfcd936 | Clause:
It is understood and agreed by the Parties that money damages would not be a sufficient remedy for any breach of this Agreement by any Party and, except as otherwise specifically provided in Section 8 hereof, each non-breaching Party shall be entitled to specific performance and injunctive or other equitable re... | Label: Specific Performance |
3c3e776d-6bf5-4e6f-be4d-2aebfd6435b7 | Clause:
Article, Section and other headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and shall not affect the construction of, or be taken into consideration in interpreting, this Agreement.
Task: Classify this clause into ONE of these types (exactly o... | Label: Headings |
c4ef7a65-1146-4405-a56a-b8b954acd409 | Clause:
This Schedule is effective upon approval by the Company’s Board of Directors, and shall continue until such time the Agreement is terminated under the applicable provisions therein.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws... | Label: Effective Dates |
cfdfc810-f086-4b37-8b80-edfe5ec4eec9 | Clause:
During the Employment Term, the Executive shall serve as the Chief Operating Officer of the Company, reporting to the CEO of the Company. In such position, the Executive shall have such duties, authority and responsibility as shall be determined from time to time by the CEO of the Company, which duties, authori... | Label: Positions |
fdb6d7f7-d6d3-4656-b6cd-0264c7f144c2 | Clause:
The Seller and the Purchaser hereby acknowledge and agree that the Agreement shall be kept confidential and its contents will not be divulged to any party without the other party’s consent except as may be necessary or required in working with legal counsel, auditors, taxing authorities or other governmental ag... | Label: Confidentiality |
e97206c5-9417-4866-8b3b-54c7dfd38ea0 | Clause:
In consideration for the services performed by Executive during the Employment Period, the Bank shall pay to Executive an annual salary (“ Base Salary ”) of $375,000. The Base Salary shall be paid in approximately equal installments in accordance with the Bank’s customary payroll practices. Executive’s Base Sal... | Label: Base Salary |
58ebeff1-ddcc-4d72-a657-9e5299023149 | Clause:
All payments to be made by any Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or set-off. All payments of principal and interest on each Loan shall be made in the currency in which the principal amount of such Loan was funded. All fees in respect of BAs and Can... | Label: General |
b0530904-8962-4c76-94bb-ef982b302027 | Clause:
The necessary grammatical changes required to make the provisions hereof apply either to corporations or partnerships or individuals, men or women, as the case may require, shall in all cases be assumed as though in each case fully expressed. The captions of Articles and Sections are for convenience only and sh... | Label: Terms |
864d915e-85bc-4254-926e-a6bb811647fc | Clause:
Executive’s employment from the Company terminated on [DATE].
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Bindi... | Label: Terminations |
088e3479-c244-4d9c-bdeb-6772cf0d8c57 | Clause:
Schedule 3.08 sets forth as of the Closing Date a list of all Subsidiaries and the percentage ownership interest of Holdings or the Borrower therein. The shares of capital stock or other ownership interests so indicated on Schedule 3.08 are fully paid and non-assessable and are owned by Holdings or the Borrowe... | Label: Subsidiaries |
94056224-f801-428f-8871-029a18b0e017 | Clause:
THIS SIDE LETTER SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendmen... | Label: Governing Laws |
ec232cc0-8aa5-48b1-acfc-a148849cd95b | Clause:
Neither the execution of this Agreement, nor the performance by the Purchaser and the Company of their respective obligations hereunder or thereunder will violate or conflict with the Company or Purchaser’s entry into or performance under this Agreement or the Company’s organizational documents, or any applicab... | Label: No Conflicts |
5bd73ae6-1500-4c96-925b-454da08f9a59 | Clause:
This Agreement may be executed by hand or by power of attorney in several counterparts, each of which shall be deemed to be an original copy and all of which together shall constitute one and the same instrument binding on all parties hereto, notwithstanding that all parties shall not have signed the same count... | Label: Counterparts |
53d658a9-ecd1-4be4-8479-c224f7992585 | Clause:
This Agreement shall be governed by the laws of the State of New York, without reference to conflict of laws principles. Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the ... | Label: Governing Laws |
670d2e6a-b127-43ab-8c1f-5048c9b9223b | Clause:
The Forbearance Agreement is and shall remain in full force and effect as of the date hereof except as modified by this Amendment. Notwithstanding anything in Section 13 of the Forbearance Agreement to the contrary, this Amendment shall be effective as to each party hereto upon the execution of this Amendment b... | Label: Effectiveness |
9d27c966-1fa7-4f74-814c-48eb9e637de1 | Clause:
The title of “Administrative Agent” is used solely as a matter of market custom and the duties of the Administrative Agent are administrative in nature only. The Administrative Agent has no duties except those expressly set forth in the Loan Documents, and in no event does the Administrative Agent have any age... | Label: Duties |
b6c2853d-a8c7-46fd-8dd5-144b38ad62ce | Clause:
This Agreement, together with the Release attached as Attachment 1 , the Separation Pay Agreement attached as Attachment 2 , and the Confidentiality Agreement attached as Attachment 3 , is the entire agreement between you and the Company relating to your employment and your resignation from employment. Except a... | Label: Entire Agreements |
0453be58-ba21-43b9-8430-c82926b6b7ff | Clause:
All expenses of the Administrative Agent and the Lead Arranger payable pursuant to the Commitment Letter shall have been paid to the extent invoiced at least one business day prior to the Closing Date.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, ... | Label: Expenses |
309c25cd-4f86-4850-b040-b8dfc0e0b57e | Clause:
This Agreement and any matter or dispute relating hereto shall be governed by and construed in accordance with the laws of the State of California, without regard to principles of conflicts of law.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti... | Label: Governing Laws |
bdc1fd73-5c50-4132-962b-72a170895905 | Clause:
This Agreement is binding upon the parties hereto and on their respective heirs, personal representatives, successors and assigns. Employee agrees that the obligations contained in Sections 5, 6, 7, 8 and 9 of this Agreement will survive the termination of this Agreement.
Task: Classify this clause into ONE of... | Label: Binding Effects |
60e408a7-c633-4ce9-ae3e-88a2d1be400b | Clause:
The parties hereby agree that Merrill Lynch, Pierce, Fenner & Smith Incorporated may, without notice to the Loan Parties, assign its rights and obligations under the Credit Agreement to any other registered broker-dealer wholly-owned by Bank of America Corporation to which all or substantially all of Bank of Am... | Label: Assignments |
a46a5e43-5022-43f4-a903-6e98c2763215 | Clause:
The obligation of confidentiality by the Optionee set forth in the Company's agreements(s) with the Optionee or policies of the Company binding on or covering the Optionee shall remain in effect for perpetuity regardless of any cessation of payment pursuant to this Agreement, such that the Optionee shall not di... | Label: Confidentiality |
0fc90ce2-ac8c-456e-9429-a1b69e5341ae | Clause:
The obligation of confidentiality under this Section 36 shall survive the termination of this Agreement for a period of two (2) years.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assi... | Label: Survival |
73bea890-6c08-4551-ad85-0201c07eb7c7 | Clause:
This Agreement may not be assigned by any party without the prior written consent of the other 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, Au... | Label: Assignments |
4a2dba41-6703-42de-ad66-5ac180f5361c | Clause:
THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES AND ANY DISPUTES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF DELAWARE, UNITED STATES OF AMERICA, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THAT WOULD CAUSE THE APPLICATION OF OTHER... | Label: Governing Laws |
ff6cd544-f30f-4ec0-975b-e3302c6e0e41 | Clause:
No provision hereof shall be modified or limited except by a written agreement expressly referring hereto and to the provisions so modified or limited, which shall be signed by Pledgor and Pledgee. The provisions of this Agreement shall not be modified or limited by course of conduct.
Task: Classify this claus... | Label: Modifications |
e79704bb-26cb-45c1-b185-19ca71cc4c66 | Clause:
This Agreement and the Stock Award are made and granted pursuant to the Stock Option Documentation and are in all respects limited by and subject to the Stock Option Documentation.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws,... | Label: Construction |
b582f4dd-689b-49df-b796-1c5435697940 | Clause:
The execution, delivery and performance of this Agreement has been duly authorized by all necessary action on the part of Seller and does not and will not (a) require any consent or approval that has not been obtained, (b) violate any provision of Seller’s organizational documents, or (c) to Seller’s knowledge,... | Label: No Conflicts |
532abf2b-1cb0-46d0-862a-3b9bdc23dd8f | Clause:
Neither the Company nor any of its Subsidiaries shall become liable, directly, by assumption or by Contingent Obligation, with respect to any lease, whether an operating lease or a Capitalized Lease, of any property (whether real or personal or mixed), (i) which it or one of its Subsidiaries sold or transferred... | Label: Sales |
e5076edf-4124-47a7-99a7-0e09ec243aa0 | Clause:
The execution, delivery and performance of this Agreement by the Stockholder and the Company do not and will not (i) violate, conflict with or result in the breach of any provision of the charter, articles of organization, bylaws or operating agreement of the Company or the Stockholder, as applicable, (ii) conf... | Label: No Conflicts |
a4bbe67b-6519-4b3f-af19-65d7d640d1a5 | Clause:
The Committee shall have the authority, at or before the time of grant of any Award, to designate such Award as a Performance Compensation Award intended to qualify as “performance-based compensation” under Section 162(m) of the Code.
Task: Classify this clause into ONE of these types (exactly one label):
Adju... | Label: General |
7cfea2e9-6619-4229-a024-c0bf41247ede | Clause:
On or prior to the fourth (4th) business day following the date of the Closing, the Company will file a Current Report on Form 8-K with the SEC describing the terms of this Agreement. Except as provided in Section 5(b), Purchaser covenants that until such time as the transactions contemplated by this Agreement ... | Label: Publicity |
c95b3dd4-cb48-44d4-be50-4e5d277313c4 | Clause:
Without limiting a Party’s right to appeal any order of the Bankruptcy Court, to the extent required under the Plan (i) the bankruptcy court overseeing the bankruptcy case of Station Casinos, Inc. and certain of its subsidiaries (the “ Bankruptcy Court ”) shall retain exclusive jurisdiction to enforce the terms... | Label: Submission To Jurisdiction |
53a13fcc-33d6-44bf-b368-8d99cd35292e | Clause:
Each Party hereby agrees that money damages may not be a sufficient remedy for any breach of this Agreement by any other Party and that a Party may be entitled to injunctive relief, specific performance or other appropriate equitable remedies for any such breach (without posting a bond or other security). Any s... | Label: Specific Performance |
921e06bd-5953-4cd1-a1f0-5454b9a552c7 | Clause:
Both during and, if necessary, following the Transition Period, you agree to cooperate reasonably with the Company concerning any investigative or litigation matters, government investigations or government proceedings that may arise and about which you may have relevant information.
Task: Classify this clause... | Label: Cooperation |
4efb730a-2b92-4c51-9508-de6d4207027b | Clause:
This Agreement, together with any understanding or modifications thereof as agreed to in writing by the parties, shall constitute the entire agreement between the parties hereto, and shall completely supersede any prior agreements between the parties (including but not limited to their agreement dated July 20, ... | Label: Entire Agreements |
907eca5e-28f7-44bf-bb3b-4ab80b1f23e6 | Clause:
Defined Terms . For purposes of this Section 5.11 , the term “Lender” includes the Issuing Lender and the term “Applicable Law” includes FATCA.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitrat... | Label: Defined Terms |
c85824c2-9a27-4221-b091-69c27d3ddcfb | Clause:
EACH OF THE MEMBERS HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES (TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW) ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY OF ANY DISPUTES ARISING UNDER OR RELATING TO THIS AGREEMENT AND AGREES THAT ANY SUCH DISPUTE SHALL BE TRIED BEFORE A JUDGE SITTING WITHOUT A JU... | Label: Waiver Of Jury Trials |
410fd7f5-48f5-4a83-8b98-6763d425f8c4 | Clause:
Comply with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its business or property, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings diligently condu... | Label: Compliance With Laws |
92225717-42ef-4659-954a-57790825432f | Clause:
Each party shall bear the cost of the arbitrators appointed by it, and shall jointly and severally bear the cost of the umpire. The remaining costs of arbitration shall be allocated by the panel as part of its final award. The arbitrators may not award attorneys’ fees to any Party.
Task: Classify this clause i... | Label: Costs |
c8c4a64d-6a80-412e-9a56-523d15c1558c | Clause:
This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware without reference to the principles of conflicts of laws. Any judicial action commenced relating in any way to this Agreement including the enforcement, interpretation or performance of this Agree... | Label: Governing Laws |
af8e62e1-8bae-4a53-9f31-9a7c46c3a97d | Clause:
The Company shall pay the Executive an annual rate of base salary of $360,000 which shall accrue commencing as of October 1, 2016 and shall be payable upon the Company generating sufficient net revenue or obtaining sufficient third party financing; and thereafter payable in periodic installments in accordance w... | Label: Base Salary |
2bbbb4b4-9ba0-46de-8498-f49a5166e772 | Clause:
This Agreement, the Indenture, First Lien Intercreditor Agreement and the other Security Documents represent the entire agreement of the Grantors, the Collateral Agent and the Secured Parties with respect to the subject matter hereof and thereof, and there are no promises, undertakings, representations or warra... | Label: Integration |
ae56a467-a49b-424e-b4b7-dbd75ea196fd | Clause:
Immediately after the consummation of the Transactions to occur on the Effective Date and immediately following the making of each Loan and after giving effect to the application of the proceeds of each Loan, (a) the fair value of the property and assets of the Borrower and its Subsidiaries (on a consolidated b... | Label: Solvency |
e91ad1e9-3262-4b5f-a480-b9ab21943588 | Clause:
Company hereby agrees to employ Executive and Executive hereby accepts such employment, upon the terms and conditions set forth herein.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Ass... | Label: Employment |
e8236bc0-b152-4cf7-9e48-f54815a48742 | Clause:
Each of the Subsidiary Guarantors and each of the Subsidiaries of Borrower and REIT (i) is a corporation, limited partnership, general partnership, limited liability company or trust, as applicable, duly organized under the laws of its State of organization and is validly existing and in good standing under the... | Label: Subsidiaries |
7789d0f2-8765-41e1-b5f6-d5a9053e1b90 | Clause:
This Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any e... | Label: Counterparts |
a4f987e5-c976-4b0a-b919-b489622c0dfb | Clause:
AstraZeneca shall, and shall cause its Affiliates and any subcontractors to, keep appropriate records of the work performed under this Supply Agreement, including records pertaining to the methods and facilities used by it for the Manufacture, storage, and testing of Supplied Products. AstraZeneca shall maintai... | Label: Records |
4ec964e5-c69f-48e3-8b02-743f5734778c | Clause:
All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and... | Label: Survival |
cbbca269-8e10-49ee-a043-4821c4bf9860 | Clause:
Indemnitee shall give the Company notice in writing as soon as practicable, and, in any event, no later than 30 days after Indemnitee becomes aware, of any Proceeding for which indemnification will or could be sought under this Agreement; provided that any failure or delay in giving such notice shall not reliev... | Label: Cooperation |
c88d0297-4c54-4fca-9418-361edc03c32d | Clause:
In consideration of the compensation and benefits outlined in Section 6 herein, and for other valuable consideration, Employee and his representatives, heirs, successors, and assigns do hereby completely release and forever discharge Company, its parent, and any present or past affiliates, and its and their pre... | Label: Releases |
5d3c7709-5a65-4ee8-b2a3-b20214e6841c | Clause:
No interest will accrue on the payroll deductions of a Participant in the Plan.
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 Salar... | Label: Interests |
d4be57b1-f4cf-4c44-bb0b-ecca240820dd | Clause:
This Warrant will be governed by, and construed and enforced in accordance with, the laws of the State of Nevada, without regard to the conflict of laws principles thereof. Any action brought by either party against the other concerning the transactions contemplated by this Warrant shall be brought only in the ... | Label: Governing Laws |
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