id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
a42fad3d-6126-495b-82e1-8bd6511808ed | Clause:
The delay or failure of either Party to enforce or insist upon compliance with or strict performance of any of the terms or conditions of this Agreement, or to exercise or take advantage of any of its rights, including any right to terminate this Agreement, shall not constitute a waiver or relinquishment of any... | Label: Waivers |
a05b1c77-584c-4dad-8585-561e0f35a68a | Clause:
Conduct any transactions with an Affiliate otherwise permitted under the Loan Documents on terms that are not fair and reasonable, and no less favorable to Borrower than such Person would obtain in a comparable arm’s length transaction, other than (a) transactions with Former Borrowers not involving Borrowing B... | Label: Transactions With Affiliates |
b0d4f03d-9738-4c62-b43b-5158a5f8cf36 | Clause:
This Agreement represents the entire agreement between the parties hereto with regard to the subject matter hereof and is intended to supersede and does supersede any and all prior agreements (oral or written) between the parties hereto.
Task: Classify this clause into ONE of these types (exactly one label):
A... | Label: Entire Agreements |
3bd8dae8-0dff-4484-83bb-d5152200af6e | Clause:
Buyer is a limited liability company duly organized and validly existing under 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, Aut... | Label: Organizations |
e5f36faf-400a-4aa2-9138-7cff61e6548d | Clause:
If in any jurisdiction any provision of this Agreement or its application to any party or circumstance is restricted, prohibited or held unenforceable, such provision shall, as to such jurisdiction, be ineffective only to the extent of the restriction, prohibition or unenforceability without invalidating the re... | Label: Severability |
e04a884a-e4a3-48e9-9722-071aba2e83a4 | Clause:
The parties may execute this Agreement in two or more counterparts, which shall, in the aggregate, be deemed signed by all of the parties. Each counterpart shall be deemed an original instrument as against any party who signed it. A facsimile signature by any party shall be acceptable and shall result in this... | Label: Counterparts |
57e3b325-1085-43ba-b467-d88135036c71 | Clause:
During the Term of Employment, the Executive shall receive paid vacation annually in accordance with the Company’s practices for senior executives of the Company, of which current applicable practice is four (4) weeks.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreeme... | Label: Vacations |
c99b5b15-bc97-442d-bd38-1f43f6427dbf | Clause:
The Company shall be entitled to withhold the amount of applicable withholding taxes in any manner provided in Section 3.4(a) of the Plan, including, at the election of the Participant, by having the Company deduct from any shares delivered upon vesting of the Restricted Stock Award such shares having a value e... | Label: Tax Withholdings |
5b4d1684-9205-40e1-828d-38d2d6412ddb | Clause:
The Recipient is required to provide sufficient funds to pay all withholding taxes. Pursuant to the Plan, the Company shall have the right to require the Recipient to remit to the Company an amount sufficient to satisfy federal, state, local or other withholding tax requirements if, when, and to the extent requ... | Label: Taxes |
68a36a3f-60fc-4051-aad4-03dcade17774 | Clause:
In addition to the compensation set forth above, you will be eligible to participate in all fringe benefits programs available to other senior executives of similar level of responsibility including group medical and dental insurance, life and disability insurance, and a 401(k) retirement plan, in accordance wi... | Label: Benefits |
9bcfc195-4e2f-4c7f-a67f-e7e31fe72ae1 | Clause:
Dealer shall submit to Case, within ninety (90) days after the end of Dealer’s fiscal year, audited (or where audited are not available then certified) balance sheets and financial statements for that year.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendme... | Label: Financial Statements |
a0d00ce6-8bb2-472e-8a04-18f19b0809be | Clause:
In consideration for, and as a condition of, such information being furnished to you and your directors, officers, employees, agents, advisors, representatives and affiliates (including, without limitation, attorneys, accountants, consultants and any representatives of such advisors) (collectively, “ Representa... | Label: Confidentiality |
96b2ee90-8532-40f3-a509-2d6fdb6b20d4 | Clause:
Except to the extent that provisions of this Plan are governed by applicable provisions of the Code or any other substantive provision of federal law, this Plan shall be construed in accordance with, and shall be governed by, the substantive laws of the State of California without regard to any provisions of Ca... | Label: Governing Laws |
d1246b16-8700-46fe-aece-a5efb251264a | Clause:
Each Party agrees that it will not, at any time, make any statement, publicly or privately, to any individual or entity, including, without limitation, clients, customers, employees, financial or credit institutions or news agencies, in any case, which could reasonably be expected to disparage, defame, libel or... | Label: Non-Disparagement |
38597e3c-3d63-4869-bca2-307b5d4fa0a3 | Clause:
The RSUs are restricted in that they may not be sold, transferred or otherwise alienated or hypothecated until shares of Stock are issued pursuant to Section 6 following the removal or expiration of the restrictions as contemplated in Section 5 of this Agreement and as described in the Notice of Grant. Unless o... | Label: Forfeitures |
4c16bfdb-ca01-4dba-8095-7002f6acd729 | Clause:
Any dispute regarding the interpretation of this Agreement shall be submitted by Grantee or the Company to the Plan Administrator for review. The resolution of such a dispute by the Plan Administrator shall be final and binding on the Company and Grantee.
Task: Classify this clause into ONE of these types (exa... | Label: Interpretations |
dfc2302c-29f4-40e7-a9ee-23e1c34eb6dd | Clause:
The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which it is a party, the issuance and sale of the Securities and the consummation by it of the transactions contemplated hereby and thereby do not and will not (i) conflict with or violate any provisi... | Label: No Conflicts |
e7c69fa6-94d2-4ec4-b74c-fffc0b50e3a6 | Clause:
This Agreement shall be binding upon the parties hereto and upon their heirs, administrators, representatives, executors, successors, and assigns and shall inure to the benefit of said parties and each of them and to their heirs, administrators, representatives, executors, successors, and assigns. If a Change i... | Label: Successors |
33c5e4d4-80f3-4d33-b56d-c5d7d5fa951a | Clause:
To Service Provider’s knowledge, all agreements between Service Provider and third parties pursuant to which Service Provider obtains any Enterprise Services to be provided hereunder are in full force and effect, and there is no event of material default thereunder by any party thereto that would materially adv... | Label: Warranties |
4c86a8b3-4a7d-4380-aefc-9a17d383950b | Clause:
Executive may not assign any of Executive’s rights or obligations hereunder without the written consent of the Company. Except as otherwise expressly provided herein, all covenants and agreements contained in this Agreement by or on behalf of any of the parties hereto shall bind and inure to the benefit of the ... | Label: Assignments |
b9ce4a79-f770-4bff-9a77-c0860ccc2652 | Clause:
As of the date hereof, the authorized capital stock of the Company consists of: (i) 100,000,000 shares of Common Stock, of which approximately 29,384,432 shares are issued and outstanding; and (ii) 1,000,000 shares of preferred stock, of which approximately 0 are issued and outstanding. Except as disclosed in t... | Label: Capitalization |
fa19eeaf-6416-41b9-a541-0bae2b71566c | Clause:
Options shall vest and become exercisable in such manner and on such date or dates determined by the Committee and shall expire after such period, not to exceed ten years, as may be determined by the Committee (the “ Option Period ”); provided, however, that the Option Period shall not exceed five years from th... | Label: Vesting |
a21bbabf-1a6f-4099-896f-d5596f15c9d2 | Clause:
During the period during which a Participant is a Service Provider of the Company and thereafter, such Participant shall hold in strict confidence and not use or disclose at any time, other than for the benefit of the Company, any of the Company's trade secrets, confidential and proprietary information and all ... | Label: Confidentiality |
30d0831d-1952-4a55-8698-e4d851462118 | Clause:
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ANY OTHERWISE APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS (OTHER THAN SECTIONS 5 -1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PA... | Label: Governing Laws |
be82f92d-3eb3-4c2b-bf39-d7194f24073a | Clause:
The parties recognize that irreparable injury will result from a breach of any provision of this Agreement and that money damages will be inadequate to fully remedy the injury. Accordingly, in the event of a breach or threatened breach of one or more of the provisions of this Agreement, any party who may be inj... | Label: Specific Performance |
61738b99-dd1d-4fe3-9376-cf87cc676e38 | Clause:
The Borrower will, and will cause MCRC to, maintain with respect to its properties, and will cause each of its Subsidiaries to maintain with financially sound and reputable insurers, insurance with respect to such properties and its business against such casualties and contingencies as shall be commercially rea... | Label: Insurances |
3275ddca-e99d-4a7a-b21e-0983275cd9d1 | Clause:
(a) By accepting delivery of this Commitment Letter, the Company agrees that this Commitment Letter and the Fee Letter are for its confidential use only and that neither their existence nor the terms hereof or thereof will be disclosed by it to any person or entity. Notwithstanding the foregoing, (i) the Compan... | Label: Confidentiality |
65528ba8-e420-4349-8f4f-ca36c1f7ec32 | Clause:
The principal executive officer of Purchaser, the principal financial officer of Purchaser, the principal accounting officer of Purchaser and all other officers and members of the management of Purchaser shall cooperate fully in any offering of Registrable Securities hereunder, which cooperation shall include t... | Label: Cooperation |
489b7a21-9a93-4d35-9bae-7816029febd0 | Clause:
As of the Effective Date, there is no action, suit, claim, proceeding, arbitration, governmental inquiry, or investigation pending against Seller, the Company or Building Owner, or, to Seller's knowledge, threatened against Seller, the Company, or Building Owner, at law or in equity, before or by any Government... | Label: Litigations |
86fd4124-38c4-449b-959c-8efc642736ce | Clause:
This Agreement contains the entire agreement of the parties hereto with respect to the subject matter hereof and, except as expressly provided herein, may not be changed or modified except by an instrument in writing signed by the Seller and the Company.
Task: Classify this clause into ONE of these types (exac... | Label: Entire Agreements |
12125438-9bcc-47a0-b36d-5d898d94c1f5 | Clause:
The rights and remedies of the Parties hereunder are cumulative and not alternative. Neither the failure to exercise nor any delay by either Party in exercising any right, power or privilege hereunder shall operate as a waiver of such right, power or privilege, and no single or partial exercise of any such rig... | Label: Waivers |
9210febe-e401-44d2-9c50-38d8d2610756 | Clause:
(A) THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICT OF LAWS PRINCIPLES THEREOF, WITHOUT REGARD TO CHOICE OF LAW RULES, TO THE EXTENT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
Task: Classi... | Label: Governing Laws |
c3d740c8-a329-4176-aa17-e24c07f5e224 | Clause:
Unless terminated earlier pursuant to this ARTICLE 10, the term of this Agreement shall commence on the Effective Date and shall continue in full force and effect until (i) the end of the R&D Term, if Allergan is not Developing at least one Licensed Compound or Licensed Product as of such date or, (ii) if Aller... | Label: Terms |
a0bdc3f3-5c6d-44aa-933e-f7a0036bf363 | Clause:
In accordance with the Company’s usual review and pay practices, the Company agrees to pay Employee a base salary of no less than $320,000 per year (prorated for any partial years of employment), payable in equal installments on regularly scheduled Company pay dates. Employee agrees that the Company may increas... | Label: Base Salary |
94a2e6f5-e5de-4afe-b77c-ff040227a9bb | Clause:
Each party agrees to defend, indemnify, and hold the other party harmless from any claims, actions, demands, losses, liabilities, costs and expenses (including reasonable attorneys’ fees) to the extent arising from the gross negligence or willful misconduct of the other party, its employees or agents, which res... | Label: Indemnifications |
faecb353-1d2f-4aa9-830f-076a5ceff630 | Clause:
The foregoing notwithstanding and notwithstanding any contrary provision of the Plan, in the event a Change in Control occurs while Participant remains a service provider of the Company or a parent or subsidiary of the Company, the Option (or, if applicable, the qualifying Replacement Award (as defined below)) ... | Label: Change In Control |
0c4664b1-f18d-4731-ac5d-ee509fdcaad9 | Clause:
Each Lender hereby designates and appoints Bank as its Agent under this Agreement and the other Loan Documents and each Lender hereby irrevocably authorizes the Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform suc... | Label: Authorizations |
d5f09cab-084e-44df-8852-e98e6f6a8dd8 | Clause:
Upon the happening of any of the following events or conditions (each, a “default”), namely: (a) breach of any payment obligation, or other covenant or liability contained or referred to herein or in any contract, instrument, document or agreement evidencing any Secured Obligation, including, without limitation... | Label: Remedies |
6c3f1fd1-16ee-4089-baad-fe769e550682 | Clause:
The Company shall pay to the Trustee from time to time reasonable compensation for its services hereunder, as mutually agreed upon by the Company and the Trustee. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. As mutually agreed upon by the Company a... | Label: Indemnity |
cab458d3-e8f9-4f22-8ab6-91262a5c7d7a | Clause:
The Company and its subsidiaries have paid all federal, state, local and foreign taxes and filed all tax returns required to be paid or filed through the date hereof, except those being contested in good faith and for which reserves in accordance with GAAP have been provided and except as would not reasonably b... | Label: Taxes |
f693b22d-be4e-49be-96d2-ac6a2aaedaa4 | Clause:
Borrower may request, convert or continue Loans, select interest rates, and transfer funds based on telephonic or e-mailed instructions to Lender. Borrower shall confirm each such request by prompt delivery to Lender of a Notice of Borrowing or Notice of Conversion/Continuation, if applicable, but if it differ... | Label: Notices |
e2b7cc3c-db16-4997-a334-e0419fee6d36 | Clause:
The laws of the State of Utah apply to this Agreement, without deference to the principles of conflicts of law. Both jurisdiction and venue for any litigation pursuant to this Agreement shall be proper in the courts of Utah.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, A... | Label: Jurisdictions |
3c1ec04a-de89-4759-826b-3795930bf722 | Clause:
Except as set forth on the Disclosure Schedule, Armacor represents and warrants to Victory that the statements contained in this Section 5 are correct and complete as of the date of this Agreement and will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were su... | Label: Representations |
ea31e592-eb87-45f5-aa14-a30c6f133885 | Clause:
This Award is made in full and final satisfaction of the Company’s and its Affiliates’ obligations arising under Section 4(b)(ii) of the Employment Agreement with respect to the grant of the First / Second 2 Tranche Promotion Restricted Stock Award (as defined in Section 4(b)(ii) of the Employment Agreement). T... | Label: Entire Agreements |
42bd73e6-4345-493e-9aee-b4f26bc45df7 | Clause:
The Engineering Drawings shall be delivered to Tenant within 10 business days after the later of Tenant’s approval of the Architectural Drawings pursuant to Section 2.5 above or the mutual execution and delivery of this Agreement. Tenant shall approve, or reasonably disapprove (and state, with reasonable specif... | Label: Approvals |
e0bcf1eb-e224-4145-bd69-cc9c7832c237 | Clause:
Effective from the Effective Date, the Corporation and the Bank each hereby employs Executive and Executive hereby accepts employment with the Corporation and the Bank, on the terms and conditions set forth in this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, ... | Label: Employment |
af4fb464-bcfd-4e8c-93bc-b380d1369676 | Clause:
Subsequent to filing all delinquent filings with the SEC as set forth in Schedule 3.7 , neither the Company nor any of its Subsidiaries shall be in violation of the Sarbanes-Oxley Act of 2002 or any SEC related regulation or rule or any rule of the trading market promulgated thereunder in respect of the conduct... | Label: Compliance With Laws |
3199d7d0-809e-429c-8503-86e8e028d46e | Clause:
Except as set forth on Schedule 3.1(c) , such Seller is not required to give any notice to, or obtain any Consent from, any Person in connection with the execution and delivery of this Agreement or the consummation of any of the Contemplated Transactions. Any registration, declaration, or filing with, or Consen... | Label: Consents |
643bf530-bb3f-4185-9006-830c322ab707 | Clause:
Borrower acknowledges and confirms that each of the recitals set forth above is true and correct. Capitalized terms used in this Amendment without being defined shall have the meaning given to those terms in the Credit Agreement (including any new or modified terms arising out of this Amendment).
Task: Classif... | Label: Defined Terms |
1b8b3174-a1b6-4839-8172-dcc89301d430 | Clause:
Seller is duly formed, validly existing and in good standing under the Laws of its jurisdiction of incorporation and is duly authorized, qualified or licensed to do business and is in good standing as a foreign entity in each jurisdiction in which it is required to be so qualified, except to the extent that the... | Label: Existence |
0967f5bb-faa2-4c6c-9f20-78089c27b7e3 | Clause:
No broker or finder is entitled to any brokerage or finder’s fee, or to any commission, based in any way on agreements, arrangements or understandings made by or on behalf of Buyer or a ny Affiliate of Buyer for which Seller has or will have any liabilities or obligations (contingent or otherwise).
Task: Class... | Label: Brokers |
8e6b8dbb-caa5-42ad-ae94-42cf03e4e78c | Clause:
This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Agreement shall be brought only in the federal courts lo... | Label: Governing Laws |
0cf0c4d0-087d-40df-b2f3-eaaad0bf3d8e | Clause:
This Agreement and the Other Agreements constitute the entire agreement among the parties hereto and thereto and their affiliates regarding the subject matters hereof and thereof and supersede all prior agreements and understandings, oral or written, regarding such subject matters.
Task: Classify this clause i... | Label: Entire Agreements |
ff8cb3ac-f015-4275-9f29-4b0e5c196f0e | Clause:
All proceeds of the Term Loans shall be used for general corporate purposes of the Borrower and its Subsidiaries, including future acquisitions not prohibited under this Agreement, but not to fund, directly or indirectly, any Project Finance Subsidiary other than to make Investments in any Project Finance Subsi... | Label: Use Of Proceeds |
03c8eb52-d1bc-4f63-a13e-304eebbe0788 | Clause:
If the Purchaser is an entity, such Purchaser is a corporation, partnership or limited liability company duly incorporated or organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization.
Task: Classify this clause into ONE of these types (exactly one... | Label: Organizations |
9e76bffa-07fc-4244-aece-2f1f94347252 | Clause:
Such Purchaser understands that the Common Stock are being offered and sold in reliance on a transactional exemption from the registration requirements of federal and state securities laws and the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and ... | Label: General |
0b1e8471-7ea7-446f-b260-9445c8320bf4 | Clause:
Without limiting any of the other rights or remedies available to the Company at law or in equity, Executive agrees that any actual or threatened violation of any of the provisions of Sections 8, 9, or 10 may be immediately restrained or enjoined by any court of competent jurisdiction, and that any temporary re... | Label: Remedies |
05062bac-d75a-4f37-811c-32f3fb50f0c7 | Clause:
Employee shall perform in a professional and business-like manner, and to the best of his ability, the duties described on Schedule 1 to this Agreement and such other duties as are mutually agreed to in writing from time to time by Employee and Employer's Chairman of the Board and Chief Executive Officer. Sub... | Label: Duties |
e398ee02-7864-476b-92d8-2535761cc47a | Clause:
The Employee acknowledges that, in his decision to enter into this Release, he has not relied on any representations, promises or arrangement of any kind, including oral statements by representatives of the Company, except as set forth in this Release. The Employee declares and represents that he intends this r... | Label: Representations |
f3de068b-b057-4a4a-a8bd-d2510acb4c15 | Clause:
As compensation for Executive’s services rendered pursuant to this Agreement, Executive shall continue to receive from the Company, or through its wholly owned subsidiary Castle Resorts & Hotels, Inc. (the “Subsidiary”), a base salary of $240,000 per year during the Term of this Agreement in equal installments ... | Label: Base Salary |
29b986b8-f75a-445d-8887-2db976be680a | Clause:
Each person who is or shall have been a member of the Committee and each delegate of such Committee shall be indemnified and held harmless by First Financial against and from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by him or her in connection with or resulting from ... | Label: Indemnifications |
3074616f-3ac2-433a-88a9-3b166592b19d | Clause:
During the period you are serving as Executive Chairman, you will continue to be an officer and employee of the Company, and your duties and responsibilities in that role will be as follows: (i) oversight of the Company’s government affairs activities, (ii) counsel with respect to strategic initiatives, (iii) o... | Label: Duties |
8224ddad-33cd-4fcb-b8f9-a2d4d90f4904 | Clause:
Tenant shall not permit any mechanic’s, materialmen’s or other liens (each, a “ Lien ”) to be filed against the Building, the Premises or Tenant’s leasehold interest therein. Tenant, at its sole expense, or at the expense of Subtenant if such Lien arises as the result of materials or labor furnished for or on b... | Label: Liens |
2d847606-b932-4be2-bf7f-04ecee740381 | Clause:
No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing signed by the parties to this Agreement. Either party’s failure to enforce any provision or provisions of this Agreement shall not in any way be construed as a waiver of any... | Label: Amendments |
3493258f-6f7f-4724-b57c-0922ba6dd150 | Clause:
Upon the exercise of a SAR, the Company shall pay to the Participant an amount equal to the number of shares subject to the SAR that is being exercised multiplied by the excess of the Fair Market Value of one (1) share of Common Stock on the exercise date over the Strike Price, less an amount equal to any Feder... | Label: Payments |
8a45926c-8cb2-4ccb-bf0c-6783b6f276f0 | Clause:
Borrower will not, directly or indirectly, use the proceeds of the Revolving Advances, any Letter of Credit or the Term Loan, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other Person, (a) to fund any activities or business of or with any Person, or i... | Label: Sanctions |
75185a4d-956b-4e09-82fa-d5a186cb928d | Clause:
This Agreement shall be binding upon and shall inure to the benefit of CIO and STI and their respective successors and assigns.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments... | Label: Binding Effects |
ac7a6259-ff6b-496b-ae5e-424b159b8b0d | Clause:
This Amendment shall be governed by and construed in accordance with the law of the State of Nevada.
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: Governing Laws |
81e375b5-314d-46bf-9b36-e29c61411755 | Clause:
THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TENNESSEE APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws... | Label: Governing Laws |
7a8fa141-58c4-4745-84e1-847f75882a35 | Clause:
The Employee understands that the vesting of the Restricted Stock Units under the Plan and the issuance, transfer, assignment, sale, or other dealings of the Shares shall be subject to compliance by the Company (or any Subsidiary or Affiliate) and the Employee with all applicable requirements under the laws, ru... | Label: Compliance With Laws |
3ceb2080-9d67-4d98-9a73-61f56181ce1b | Clause:
(“Agreement”) is made and entered into by and between MIDWEST ONE FINANCIAL GROUP, INC. (the “Employer”), and [ ] (“Employee,” and together with the Employer, the “Parties”).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Appli... | Label: Releases |
b8e649ac-730a-48f3-8917-ab9f5771d74c | Clause:
This Agreement shall be construed, enforced, and interpreted in accordance with and governed by the laws of the State of New Jersey, without reference to its principles of conflicts of law, except to the extent that federal law shall be deemed to preempt such state laws.
Task: Classify this clause into ONE of ... | Label: Governing Laws |
ceba8853-c5a5-4a73-8d62-1d6e3b15c131 | Clause:
Participant shall make appropriate arrangements with the Company to provide for payment of all federal, state, local or foreign taxes of any kind required by law to be withheld upon the issuance or vesting of Participant’s Restricted Stock. Such arrangements may include, but are not limited to, the payment of c... | Label: Tax Withholdings |
81789ab7-2bb4-4076-8a59-5895d84063b3 | Clause:
If either you or Tyson violates any of the terms of this Agreement, such violating party will indemnify the other for the expenses, including but not limited to reasonable attorneys’ fees, incurred by the other in enforcing this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):... | Label: Enforcements |
402348b0-7305-4656-96fa-10c98960b9f2 | Clause:
No covenant, term or condition or the breach thereof shall be deemed waived, except by written consent of the party against whom the waiver is claimed, and any waiver or the breach of any covenant, term or condition shall not be deemed to be a waiver of any preceding or succeeding breach of the same or any othe... | Label: Waivers |
1f1f14e4-a790-4c8c-bb93-e89a19a35290 | Clause:
All of the representations and warranties made by or on behalf of the Borrower, the Guarantors and their respective Subsidiaries in this Agreement and the other Loan Documents or any document or instrument delivered to the Agent or the Lenders pursuant to or in connection with any of such Loan Documents are tru... | Label: Disclosures |
e2498788-b971-44e7-86f9-ae2405b22cd4 | Clause:
This Agreement shall automatically terminate and the restrictions in this Agreement shall lapse upon the termination of the Merger Agreement in accordance with its terms; provided , however , that the provisions of Section 1 and Sections 5 through 14 shall remain in full force and effect and survive any termina... | Label: Terminations |
da3f2273-b1b2-4396-a435-a93a0f06204b | Clause:
This Release may be signed electronically and in counterparts.
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, Bind... | Label: Counterparts |
9d059663-b61a-4a3b-bc58-8435505c968d | Clause:
This Agreement is personal in nature and cannot be assigned by Employee. The terms, conditions, covenants, and representations herein shall inure to and be binding upon the heirs and representatives of Employee and shall inure to the benefit of and shall be binding upon the successors and assigns of Employer.
... | Label: Assignments |
e6d0136b-ac96-409f-8cb7-7ab11be4530a | Clause:
This Letter Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, United States of America, without reference to conflicts of laws (other than section 5-1401 of the New York General Obligations Law).
Task: Classify this clause into ONE of these types (exactly one ... | Label: Governing Laws |
421e9014-a5a5-430f-9e68-5820d3b9c4ac | Clause:
Except as otherwise provided in this Agreement, each party shall pay its own costs and expenses arising in connection with the Closing (including its own attorneys’ and advisors’ fees, charges and disbursements), except the costs set forth in this Section which shall be allocated between the parties as set fort... | Label: Expenses |
c86539b2-2db6-45cf-8082-5fffd4cf0b57 | Clause:
Neither this Agreement nor any right, remedy, obligation nor liability arising hereunder or by reason hereof shall be assignable by any party hereto without the prior written consent of each other party, and any attempt to assign any right, remedy, obligation or liability hereunder without such consent shall be... | Label: Assignments |
37161c7d-f18f-4b13-a33a-c5cfa964ede3 | Clause:
Both parties hereto acknowledge and agree that a portion of the gross proceeds received from the issuance and sale of the Securities will be used to pay certain organizational and structuring fees and expenses of the Co-Issuers, including the legal fees and expenses of counsel to the Loan Obligation Manager. T... | Label: Expenses |
332ffd1a-21b2-4a7d-9319-5a03b2bffc14 | Clause:
(a) Any and all payments by or on account of any obligation of the Borrower hereunder shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the su... | Label: Taxes |
b916aa31-3156-4a5e-ba32-096a437efeca | Clause:
Each Restricted Stock Award shall be subject to the fulfillment during the Restricted Period of such conditions, including performance objectives, if any, as the Committee may specify at the date of grant, which conditions may lapse separately or in combination at such times, under such circumstances, in such i... | Label: Terms |
46f4ccba-5b15-4a6c-b79c-49cc32c710c6 | Clause:
Effective as of the date hereof (the “ Effective Date ”), and subject to the receipt of the payment required by Section 2(d) hereof, each of the Terminated Agreements shall terminate and be of no further effect, and the parties thereto shall have no further rights or obligations thereunder. Notwithstanding anyt... | Label: Terminations |
3a75297a-36e8-4a0e-acf3-f8c5a6c769af | Clause:
This Agreement, together with that certain Confidential Information and Invention Assignment Agreement, dated March 28, 2016, entered into with the Company, constitutes a single, integrated written contract expressing the entire Agreement of the parties concerning the subject matter referred to in this Agreemen... | Label: Integration |
b24feaae-6d65-421c-8bc2-e063baaf0cb8 | Clause:
If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of Applicable Law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect, and the invalid, illegal or unenforceable provision shall ... | Label: Severability |
35e62ef5-57e0-4d20-bc5f-44e92deb3c3f | Clause:
This Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fr... | Label: Authorizations |
08cd4afc-7a16-4f86-8483-8ade0fd3a6f5 | Clause:
Except with respect to the material terms and conditions of the transactions contemplated by this Agreement and the transactions contemplated pursuant to the Base Prospectus, the Company confirms that neither it nor any other Person acting on its behalf has provided any of the Investors or their agents or couns... | Label: Disclosures |
626d7918-5b73-4b34-b434-94ed46cc6189 | Clause:
The Company has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform the Company’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The executi... | Label: Authorizations |
a9aebb93-c772-45e0-a521-7d0b88e84189 | Clause:
All press releases or other public communications of any kind relating to the transactions contemplated herein, and the method and timing of release for publication thereof, will be subject to the prior written approval of Purchaser and the Seller who contributed the property which is the subject of the press r... | Label: Confidentiality |
f45c8c0e-ca5c-4968-9ea1-d57e417c4cc6 | Clause:
This Agreement, together with the other agreements referred to herein, constitute the entire agreement of the parties with respect to the subject matter hereof and supersede and shall supersede all prior agreements and understandings (whether written or oral) between the Company and the Stockholders, or any of ... | Label: Entire Agreements |
3087682d-3a25-4675-8667-21ac5b97c161 | Clause:
Subject to the provisions set forth in Appendix 14.3, if a Participant dies before his or her Account is paid to him or her in full, the remaining portion of the Account will be paid to his or her Beneficiary determined in accordance with (b) below.
Task: Classify this clause into ONE of these types (exactly o... | Label: General |
88ae732e-0b8b-4ba9-a2e5-cb1625a1a23f | Clause:
This Amendment has been duly executed and delivered by the Borrower. Upon satisfaction of the conditions set forth in Section 3 above, this Amendment shall constitute a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, subject to applicable bankr... | Label: Binding Effects |
c00296d6-252d-44d1-ac2f-0901fdf09e10 | Clause:
Shares of restricted stock may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of except as otherwise specifically provided in this Plan or the applicable restricted stock agreement. The Committee at the time of grant shall specify the date or dates (which may depend upon or be r... | Label: Vesting |
5e93fd43-097a-4dcb-92bb-c54b9cda69fa | Clause:
The courts ( Rechtbank ) of Amsterdam, the Netherlands, subject to ordinary appeal and final appeal shall have exclusive jurisdiction to hear and determine any suit, action or proceeding and to settle any disputes arising out of or in connection with this Agreement and the other Loan Documents (including a disp... | Label: Jurisdictions |
04040981-ad1a-4999-8da7-eb50f90a3aee | Clause:
Except as otherwise provided under these Terms and Conditions, Grantee’s interest in the shares of Stock subject to this RSU Award shall vest and be issued immediately thereafter in such increments and at such times as indicated in the Vesting Schedule set forth in this Award Agreement and as provided in Sectio... | Label: Vesting |
c574ad8a-e1e7-4562-900d-b429938375b7 | Clause:
Any notice required or permitted to be given under this Security Agreement shall be sent (and deemed received) in the manner and to the addresses set forth in Section 13.2 of the Indenture. Any party may change its address for service of notice upon it by a notice in writing to the other parties as described in... | Label: Notices |
38c1bf7d-06c9-459b-85e2-b42d934859b0 | Clause:
Subject to earlier termination as hereinafter provided, the Executive’s employment shall commence on the Closing Date, as such term is defined in the Stock Purchase Agreement of even date (the “ Effective Date ”), and shall continue until terminated pursuant to Section 5 hereof (the “ Term ”).
Task: Classify t... | Label: Terms |
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