id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
97264321-c12f-4155-ba65-0a4a3e36696a | Clause:
Attached hereto as Schedule 10(a) is a complete and correct schedule setting forth each Perfection Entity’s Copyrights registered (or applied for) with the United States Copyright Office and exclusive Copyright Licenses (where such Perfection Entity is the licensee thereunder), including the name of the registe... | Label: Intellectual Property |
4aca1cae-4132-4b21-b89e-7ee854babacf | Clause:
The execution, delivery and performance by the Borrower of each Loan Document to which it is party has been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of its respective Organization Documents; (b) result in any breach, or de... | Label: Authorizations |
fd656ce3-1d20-4051-846d-a1f59b903cb0 | Clause:
If any court of competent jurisdiction deems any term or provision of this Agreement to be invalid or unenforceable, the remaining provisions of this Agreement shall not be affected thereby, and each remaining term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by... | Label: Severability |
27fa5b96-810c-4c70-bf9d-b545861fad2d | Clause:
Notwithstanding anything to the contrary contained herein, the Executive’s entitlement to the payment of any amount or receipt of any benefit coverage under this Agreement, upon or following his termination of employment, is expressly conditioned upon his execution on or after the Termination Date of a release ... | Label: Releases |
bce04b19-edb6-48d3-b983-c29fb75f9d4a | Clause:
This Agreement may be executed in one or more counterparts, including by means of facsimile, each of which shall be an original and all of which shall together constitute one and the same document. Delivery of an executed signature page to this Agreement by facsimile or other electronic transmission shall be a... | Label: Counterparts |
c53e613f-4d22-4776-b947-5fa5629652f9 | Clause:
Awards may be granted on the terms and conditions set forth in this Section 6. In addition, the Committee may impose on any Award or the exercise thereof, at the date of grant or thereafter (subject to Section 10(e)), such additional terms and conditions, not inconsistent with the provisions of the Plan, as the... | Label: General |
1d4037f7-7ffc-45ad-bca0-3ab2e9277475 | Clause:
All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a) . The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsid... | Label: Subsidiaries |
da1416eb-c506-4c39-bcfd-b4fcaff0c577 | Clause:
The Company hereby releases, remises, acquits and forever discharges the Bank and its respective employees, agents, representatives, consultants, attorneys, fiduciaries, servants, officers, directors, partners, predecessors, successors and assigns, subsidiary corporations, parent corporations and related corpor... | Label: Waivers |
15c2f8c2-55d0-4d99-bb32-e3b97e111624 | Clause:
The Executive shall be entitled to twenty (20) days of paid vacation per year, in accordance with the Company’s vacation policy; provided that the Executive shall be entitled to twenty-five (25) days of paid vacation per year after three (3) full calendar years of employment. Vacation may be taken at such times... | Label: Vacations |
2666ec65-84fb-4883-af2c-dbd9f61542fb | Clause:
This Amendment may be executed in one or more counterparts, each of which will be deemed to be an original, but all of which together will constitute one and the same instrument. Facsimile or electronic counterparts will be effective.
Task: Classify this clause into ONE of these types (exactly one label):
Adju... | Label: Counterparts |
9860808f-e82a-4984-a5ec-a8860494e176 | Clause:
EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT OR COUNTERCLAIM ARISING IN CONNECTION WITH, OUT OF OR OTHERWISE RELATING TO THIS AGREEMENT.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-... | Label: Waiver Of Jury Trials |
0a1b8eb3-9c73-4050-8f83-d695c1ca8cc1 | Clause:
Use the proceeds of the Loans, and the Letters of Credit, solely for working capital purposes for Capital Expenditures and for other general business purposes; and not use or permit any proceeds of any Loan to be used, either directly or indirectly, for the purpose, whether immediate, incidental or ultimate, of... | Label: Use Of Proceeds |
eefb6667-a672-48ee-9e99-b51dcbad92ce | Clause:
With respect to actions for equitable relief brought pursuant to Section 6.1.7 or 12.1.4(e), each Party (i) irrevocably submits to the exclusive jurisdiction of the courts sitting in England, with respect to actions or proceedings arising in whole or in part out of, related to, based upon or in connection with ... | Label: Jurisdictions |
0aabbb94-2cee-4356-bc61-6edf96562bc8 | Clause:
This Agreement shall be construed, interpreted and governed in accordance with the laws of the State of New York, without reference to rules relating to conflicts of law.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicabl... | Label: Governing Laws |
35b35016-7a3e-49d0-a94c-7a9b87576cb3 | Clause:
The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights as described in the SEC Reports as necessary o... | Label: Intellectual Property |
f413c98b-c3a5-48ad-80b8-d4d0e1279d1e | Clause:
Prior to and during the Extended Term, Tenant shall continue to be obligated to pay Tenant’s Pro Rata Share of the annual Operating Expenses and Taxes in accordance with the terms of the Lease.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Cor... | Label: Taxes |
5182b297-a1ae-4d3a-9bb5-d02097ae8ed7 | Clause:
Except to the extent otherwise provided herein, all payments of principal, interest and other amounts to be made by the Borrower or any Guarantor under the Loan Documents shall be made in Dollars, in immediately available funds, to the Administrative Agent at such account as the Administrative Agent shall speci... | Label: Payments |
81d7577f-2112-4a0d-915e-dea4153d7a92 | Clause:
The invalidity , illegality , or unenforceability of any provision in or obligation under this letter agreement in any jurisdiction shall not affect or impair the validity , legality , or enforceability of the remaining provisions or obligations under this letter agreement or of such provision or obligation in ... | Label: Severability |
710dfe54-6adf-4bdf-a3cc-4f2911497352 | Clause:
This Guaranty shall not be assigned, in whole or in part, by operation of law or otherwise without the prior written consent of, as applicable, Buyer or the Guarantor, which consent shall not be unreasonably withheld or delayed. Any attempted assignment in violation of this Section 12 shall be null and void. Th... | Label: Assignments |
d78f0e29-8b88-45ac-b4e8-59354fa8f807 | Clause:
It will not change (i) its name as it appears in the official public record in the jurisdiction of its incorporation (as contemplated by Section 9-503(a)(1) of the UCC), (ii) its status as a “registered organization” (within the meaning of Article 9 of any applicable enactment of the UCC), (iii) its organizatio... | Label: Records |
cd00ced0-bf08-4e36-8c2f-9cb64a9c8c66 | Clause:
A Stock Unit Award shall be subject to vesting and the lapse of applicable restrictions based on such conditions or factors and occurring over such period of time as the Committee may determine in its discretion. If vesting of a Stock Unit Award is conditioned on the achievement of specified performance goals, ... | Label: Vesting |
182a31dd-c574-45b0-a30a-67e85799fd7b | Clause:
This Incentive Payment Agreement will be governed by, and construed under and in accordance with, the internal laws of the State of Texas, without reference to rules relating to conflicts of laws.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-... | Label: Governing Laws |
4bf594fd-eb52-4a1a-b067-9aed0bb93c88 | Clause:
This Agreement constitutes the entire understanding of the Executive and the Company with respect to the subject matter hereof and supercedes any and all prior understandings written or oral. This Agreement may not be changed, modified or discharged orally, but only by an instrument in writing signed by the par... | Label: Entire Agreements |
ba8d3090-9cdb-49a1-8102-90921fac0252 | Clause:
Except to the extent such restriction would be prohibited by or inconsistent with applicable law, Executive agrees not to make any oral or written statement to any third party that disparages, defames, or reflects adversely upon the Company Group, its products, employees or services, and the Company agrees not ... | Label: Non-Disparagement |
64aab062-68d4-40fd-9801-1bfdd7634924 | Clause:
On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, up to an aggregate of approximetly $... | Label: Closings |
35ad404c-7fa7-463f-adfc-6ff458cd7ae5 | Clause:
All representations and warranties, covenants and agreements contained in this Agreement, including the agreements contained in Sections 4(f) and 11(d), the indemnity agreements contained in Section 6 and the contribution agreements contained in Section 7, shall remain operative and in full force and effect reg... | Label: Agreements |
b5acb488-9f89-447b-bbe4-2b5926398507 | Clause:
Subject to the provisions for earlier termination hereinafter provided, your employment hereunder shall be for a term (the “ Term ”) commencing on the Effective Date and ending on the third (3 rd ) anniversary of the Effective Date (the “ Initial Termination Date ”). If not previously terminated, the Term shall... | Label: Terms |
6aaf41b2-2d5e-4b02-a4f4-fe3f7ee4f908 | Clause:
In the event that a court of competent jurisdiction finds any provision of this Termination Agreement to be illegal, invalid or unenforceable, it is the intention of the Parties that such court shall modify such provision as necessary so that it shall be legal, valid and enforceable. The illegality, invalidity ... | Label: Severability |
392990c8-b1bb-4008-98f3-663e7bd07063 | Clause:
The representations and warranties of the Company and the Investor contained herein, and the agreements and covenants set forth herein, shall survive the Closing.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, ... | Label: Survival |
f60274b4-68ac-4af9-8fba-62eb0a277ae0 | Clause:
NuLeaf Production shall obtain and maintain permanent All Peril insurance coverage as appropriate, satisfactory to Lender, on the real estate and personal property. The limits, coverage, forms, inception and expiration dates and cancellation provisions of all such policies shall reasonable and customary for the... | Label: Insurances |
0e28f3b6-385d-4f7f-a3c5-47c918ca27e4 | Clause:
This Termination Agreement constitutes the entire agreement and understanding of the parties hereto with respect to the subject matter hereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitrati... | Label: Entire Agreements |
50ef2741-9da6-4286-8dde-136b8af77ea5 | Clause:
Each of the Loan Parties and the Restricted Subsidiaries has filed all Federal, state and other material tax returns that are required to be filed under any law applicable thereto except such returns as to which the failure to file, singly or in the aggregate, has not had and will not have a Materially Adverse ... | Label: Taxes |
9758b4a5-666a-44f4-b539-672fb9dc6306 | Clause:
A base annual salary of $270,000, payable in accordance with the Employer's standard practice for other senior executives. Executive's base salary shall be subject to annual review by the Board’s Compensation Committee for discretionary periodic increases in accordance with the Employer's compensation policies.... | Label: Base Salary |
52affe7f-70c7-4645-8882-6bd6637272c9 | Clause:
Such Seller is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware and is duly qualified to transact business and is in good standing in the State of Texas.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Ag... | Label: Existence |
c4bb4d38-7bba-4e9b-b85e-9a0f5cc658f4 | Clause:
The agreements and other provisions in this Article VII shall survive, and remain in full force and effect regardless of, the resignation or removal of the Collateral Agent or the Collateral Agent or the replacement of any Lender.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustme... | Label: Survival |
f48eedd3-60f4-4f84-8741-e3a328535799 | Clause:
Except as set forth in Section 4.7(a) , each party will bear and pay all other costs and expenses incurred by it or on its behalf in connection with the transactions contemplated pursuant to this Agreement; provided , that the Company shall (a) reimburse the Purchaser for all filing fees under the HSR Act and ... | Label: Expenses |
6ad6188d-a58b-463c-9605-0923e9d35b6d | Clause:
Notices under this Agreement must be given as is specified in Section 18 of the Employment 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: Notices |
1737d079-32eb-448d-96c1-1f72fd4aa456 | Clause:
The Company will, and will cause each of its Material Subsidiaries to, preserve and maintain its existence, except pursuant to any merger, consolidation or sale, transfer or other disposition permitted by Section 6.10 or any winding up, liquidation or dissolution of any inactive Subsidiaries.
Task: Classify t... | Label: Existence |
883b95ba-e1c8-413f-ba2a-aa3037ad52ba | Clause:
All of the direct and indirect subsidiaries of the Company are set forth in the Prospectus and Prospectus Supplement. The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capit... | Label: Subsidiaries |
5c280f17-9729-47ed-b47a-d2964d2c079b | Clause:
The parties hereby agree, without further consideration, to execute and deliver such other instruments and to take such other action as may reasonably be required to effectuate the terms and provisions of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agree... | Label: Further Assurances |
22b2c0c9-a3c5-44d2-97cb-31d889281779 | Clause:
The validity, construction and effect of the Plan and any agreement hereunder will be determined in accordance with the laws of the State of Maryland, including without limitation, the Maryland General Corporation Law, without regard to choice of law or conflict of law rules .
Task: Classify this clause into O... | Label: Governing Laws |
6b11b204-a523-4f37-a67d-b8dbc6288d79 | Clause:
The Company and its subsidiaries have insurance which is in amounts and insures against such losses and risks as are reasonable and customary for the business in which they are engaged; and neither the Company nor any of its subsidiaries has (i) received notice from any insurer or agent of such insurer that cap... | Label: Insurances |
87c13981-40bb-4dcc-acd6-b06365c8ee32 | Clause:
Create, incur, assume, or suffer to exist, directly or indirectly, any Lien on or with respect to the Collateral, of any kind, whether now owned or hereafter acquired, or any income or profits therefrom, except for Permitted Liens (including Liens that are replacements of Permitted Liens to the extent that the ... | Label: Liens |
ac9f0c62-df9e-4e81-9750-fcd4eb7e40a6 | Clause:
Licensee hereby indemnifies the Licensor against any liens arising out of installation, maintenance or use or removal of the Equipment, including all cables connected thereto and associated therewith by Licensee and will promptly arrange for the removal of any liens asserted against the Building as a result of ... | Label: Liens |
b2bd86b5-0c4a-4259-9b36-2bf021e94b43 | Clause:
With effect on and after the Closing Date and subject to the terms and conditions set forth herein, Seller shall assign, transfer and convey to Buyers, and Buyers shall purchase and acquire from Seller, all of Seller’s right, title, and interest in, to and under the Loan Rights. The conveyance shall be made pur... | Label: Sales |
3f07e5c6-f0db-4d68-b315-fb38e95cb6e3 | Clause:
If the Optionee becomes disabled (as determined in accordance with Section 22(e)(3) of the Code) during his or her employment and, prior to the Expiration Date, the Optionee’s employment is terminated as a consequence of such disability, this Option may be exercised, to the extent of the number of Common Shares... | Label: Disability |
5fea6bf3-50eb-483c-8e7f-9fb920065bec | Clause:
Upon the occurrence of an Event of Default, all unpaid principal, accrued interest and other amounts owing hereunder shall, at the option of Lender, be immediately due and payable and collectible by or on behalf of Lender, and Lender may exercise all of the rights of a secured party under the Uniform Commercial... | Label: Remedies |
80518cc3-b6b6-4957-bc31-8488877e3826 | Clause:
Any amendment or waiver effected in accordance with this Article VIII shall be binding upon Buyer and Seller; and Buyer’s failure to insist upon the strict performance of any term, condition or other provision of this Agreement or any of the PMH Documents, or to exercise any right or remedy hereunder or thereun... | Label: Waivers |
9631a4f7-311c-4614-9bc1-be6edfa9c8ba | Clause:
Each Party shall use Commercially Reasonable Efforts, and shall reasonably cooperate with the other Party, to provide the other Party with such waivers, irrevocable cross reference letters, assignments, and/or other reasonable documentation as may be necessary or useful for the other Party’s full exercise of an... | Label: Cooperation |
5a503429-35c1-4a84-a206-45c418713ac2 | Clause:
This Agreement amends and restates in its entirety the Existing U.S. Guarantee and Collateral Agreement and continues, without interruption, the grant of security interests thereunder to the extent set forth herein. No novation of any obligation is intended by the execution and delivery of this Agreement nor s... | Label: Amendments |
f4572705-f5df-4fc8-b159-2afe193d0b68 | Clause:
Regardless of any action the Company or any of its Subsidiaries takes with respect to any or all income tax, social insurance, payroll tax, payment on account or other tax-related items related to the Participant’s participation in the Plan and legally applicable to the Participant (“Tax-Related Items”), the Pa... | Label: Withholdings |
1622df06-8f79-44a4-a28b-69ef723a0ebb | Clause:
EACH PARTY TO THIS AGREEMENT HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (A) ARISING UNDER THE CONVERTIBLE NOTE, INCLUDING, WITHOUT LIMITATION, ANY PRESENT OR FUTURE MODIFICATION THEREOF OR (B) IN ANY WAY CONNECTED WITH OR RE... | Label: Waiver Of Jury Trials |
5d80b43c-66f7-48ca-946a-dcdc8a88f5e5 | Clause:
All notices and other communications provided for hereunder shall be sent in the manner provided for in Section 10.9 of the Credit Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitratio... | Label: Notices |
7b6bcf0c-8fc2-4234-8fb9-73df702a12d1 | Clause:
The Administrative Agent shall have received from the Required Lenders, the Borrower and the Subsidiary Guarantors, executed counterparts (in such number as may be requested by the Administrative Agent) of this Amendment.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agre... | Label: Counterparts |
937b19ae-fba5-45f0-b106-e76c9c2698b8 | Clause:
Each party hereto hereby acknowledges that all parties hereto participated equally in the drafting of this Agreement and that, accordingly, no court construing this Agreement shall construe it more stringently against one party than the other.
Task: Classify this clause into ONE of these types (exactly one lab... | Label: Construction |
169ce927-58a8-4d89-ac3b-32481805d47e | Clause:
The Parties agree that in the event of a breach of any provision of this Agreement, the prevailing party shall pay all costs and attorney’s fees incurred in conjunction with enforcement of this Agreement, to the extent permitted by law.
Task: Classify this clause into ONE of these types (exactly one label):
Ad... | Label: Costs |
80f4bde8-507c-4ac9-b6a8-a8a844612d4a | Clause:
All notices or other communications required or permitted to be provided hereunder shall be in writing and shall be deemed effectively given (i) upon personal delivery to the party to be notified, (ii) when sent by confirmed e-mail or facsimile if sent during normal business hours of the recipient, if not, then... | Label: Notices |
caa0c3e3-630a-40f1-b28d-1e1918f4febe | Clause:
The Director hereby agrees and acknowledges that (i) each of the Underwriters and the Company would be irreparably injured in the event of a breach by the Director of his obligations under paragraphs 3, 4, 5, 7 and 14, (ii) monetary damages may not be an adequate remedy for such breach and (iii) the non-breachi... | Label: Remedies |
65adec2a-bb1a-4664-84fd-a55dd3057b2a | Clause:
Any notice to be given under the terms of this Agreement shall be deemed to have been duly given or made only if (i) delivered personally or by overnight courier, (ii) delivered by facsimile transmission with answer back confirmation, (iii) mailed (postage prepaid by certified or registered mail, return receipt... | Label: Notices |
ecc3ef27-4777-4c89-8f05-bf896f3c5609 | Clause:
Buyer agrees that, prior to the Close of Escrow, all Property Information (as defined below) shall be kept strictly confidential (using the same degree of care that Buyer uses to prevent disclosure of its own confidential information) and shall not, without the prior consent of Seller, be disclosed by Buyer or ... | Label: Confidentiality |
99f7e3d4-8124-45ff-b819-5527463f03f0 | Clause:
THE BORROWER, THE COLLATERAL AGENT, THE ADMINISTRATIVE AGENT AND EACH LENDER HEREBY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS AGREEMENT, ANY OTHER LOAN DOCUMENT AND ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTU... | Label: Waiver Of Jury Trials |
db9b2988-5523-4128-b156-537b70b9896d | Clause:
If any term or provision of this Agreement shall be held to be invalid or unenforceable, the remaining terms and provisions hereof shall not be affected thereby and shall be enforced to the fullest extent permitted under law. Executive’s obligations in Articles IV and V shall survive and continue in full force... | Label: Severability |
1b5725f0-3d71-4495-9d12-585c5ba720bc | Clause:
The parties to this Agreement agree that all actions or proceedings arising directly or indirectly from this Agreement shall be litigated in courts having a situs within Orange County, California; hereby consent to the jurisdiction of any local, state or federal court in which such an action or proceeding is co... | Label: Consent To Jurisdiction |
8424b64c-5358-4d95-bd1b-3d191be7e2ff | Clause:
No indemnification for any loss, claim, damage, or liability is intended or provided by any Party under this Agreement. Each Party will be liable for any loss, claim, damage or liability that said Party incurs in connection with or as a result of its activities under this CRADA, except that IC, as an agency of ... | Label: Indemnifications |
98308676-6a4e-462f-aad0-7914f122a50d | Clause:
St. Jude Medical, Inc. was required to use the proceeds of the Loans as set forth in Section 6.11 of the Existing Term Loan.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, A... | Label: Use Of Proceeds |
f3c7055e-aa4e-4064-aa72-1bd2a27d3af3 | Clause:
Employee shall have vacation, subject to the approval of Employee’s direct manager.
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 S... | Label: Vacations |
20851d61-c47b-43a3-a9cb-8682f2049324 | Clause:
The Plan was adopted on February 15, 2017 by the Board, subject to the approval by the stockholders of the Company at the 2017 Annual Meeting of Stockholders on May 10, 2017 (the date following such approval being the “ Effective Date ”). The Plan will only be effective if it is approved by the stockholders of ... | Label: Effective Dates |
179ff7b3-c396-407c-92e3-9648b524d4b4 | Clause:
Except as otherwise provided for hereunder, this Agreement shall commence on the date hereof and shall remain in effect for a period of 3 years from the date hereof (the “ Initial Term ”) or until the end of the Contract Period, whichever is later. The Initial Term shall be automatically extended for an additio... | Label: Terms |
e6d5833e-07d0-41d8-a8a5-9045e2926879 | Clause:
Tenant represents and warrants that it has not dealt with any broker or agent in the negotiation for or the obtaining of this Amendment, other than Cushman & Wakefield (“ Broker ”), and agrees to reimburse, indemnify, save, defend (at Landlord’s option and with counsel reasonably acceptable to Landlord, at Tena... | Label: Brokers |
95b12493-ef3e-44bb-953d-fbba5645154d | Clause:
This Agreement may be executed in counterparts, each of which shall be deemed an original instrument, but all such counterparts together shall constitute but one agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applica... | Label: Counterparts |
244bf2e0-40a7-4542-97fe-0229d8bfd287 | Clause:
EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM AGAINST OUT OF OR RELATING TO THE PLAN OR THIS RESTRICTED STOCK AWARD AGREEMENT (INCLUDING THESE TERMS).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreem... | Label: Waiver Of Jury Trials |
d6a5bac2-89a0-4186-8624-da12c74f6e69 | Clause:
The validity, interpretation, and performance of this Warrant shall be governed in all respects by the laws of Delaware, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The Company hereby agrees that any action, proceedin... | Label: Applicable Laws |
205e6747-fac8-4bfe-8b7b-e73f513d05f7 | Clause:
Other than consummating the transactions contemplated hereunder, the Purchaser has not directly or indirectly, nor has any Person acting on behalf of or pursuant to any understanding with the Purchaser, executed any purchases or sales, including Short Sales, of the securities of the Company during the period co... | Label: Confidentiality |
567f3d60-1553-47c4-939d-b6feacf2be0a | Clause:
Institution and Investigator may not assign their rights, delegate their obligations, or otherwise transfer or subcontract under this Agreement without the prior written consent of Sponsor, which consent will not be unreasonably withheld.
Task: Classify this clause into ONE of these types (exactly one label):
... | Label: Assignments |
35803f43-9f82-485f-aa83-6e934efadd35 | Clause:
Any notices, requests, demands and other communications provided for by this Agreement shall be sufficient if in writing and delivered in person or sent by registered or certified mail, postage paid, to Executive at the last address Executive has filed in writing with the Bank, or, in the case of the Bank, to t... | Label: Notices |
ed5bbd10-6bf3-46d1-89ff-ef349ebeb17e | Clause:
Your annual base salary for the Employment Period will be $450,000.00 (the “ Base Salary ”), less applicable withholdings, payable in accordance with the Company’s normal payroll practices.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corrupt... | Label: Base Salary |
0211e115-6167-43ed-9b62-e0222af13c34 | Clause:
Each Loan Party has disclosed to the Agent and the Lenders all agreements, instruments and corporate or other restrictions to which it is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. No report, financial ... | Label: Disclosures |
bafa1ea9-f98c-4d9c-b53c-f8e4c9b110d3 | Clause:
During the Employment Period, the Executive shall be entitled to receive prompt reimbursement for all reasonable expenses incurred by the Executive in accordance with the most favorable policies, practices and procedures of the Company and the Affiliated Entities in effect for the Executive at any time during t... | Label: Expenses |
b9170ac7-60ff-4c2c-80c0-3f9f047f42c1 | Clause:
The construction and operation of this Plan are governed by the laws of the State of Missouri.
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, Authorizati... | Label: Governing Laws |
abb0317c-122a-40bd-912c-ed5f247d3900 | Clause:
All communications and notices hereunder shall be in writing and given as provided in Section 5.7 of the Intercreditor Agreement. All communications and notices hereunder to the New Grantor shall be given to it at the address set forth under its signature hereto, which information supplements Section 5.7 of the... | Label: Notices |
4c1e83fa-f639-4f2a-bed0-332a533db82c | Clause:
(a) Counterparts; Effectiveness . This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Except as provided in Article III, this Agreement s... | Label: Binding Effects |
74f91a0f-cb0d-4a8d-9580-7237dddad28f | Clause:
The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision will not affect the validity or enforceability of the other provisions hereof; provided that if any provision of this Agreement, as applied to any Party or to any circumstance, is adjudged by a gov... | Label: Severability |
7c4ef621-1c24-4f44-8dfd-44d632d840b8 | Clause:
Except as set forth on Schedule 5.6, no litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of the Borrower, threatened by or against any Group Member or against any of their respective properties or revenues (a) with respect to any of th... | Label: Litigations |
50060cdd-77cc-483d-a090-25af4d999f0e | Clause:
In consideration of employment by the Company and Executive’s receipt of the salary and other benefits associated with Executive’s employment, and in acknowledgment that (a) the Company is engaged in the manufacture and distribution of glycol products sold to automotive and industrial customers, (b) maintains s... | Label: Confidentiality |
0b41b6a5-e986-454d-9407-1195667f3bb0 | Clause:
Each Lender hereby irrevocably appoints, designates and authorizes the Administrative Agent and the Collateral Agent, (a) to take such action on its behalf under the provisions of the Intercreditor Agreement and to exercise such powers and perform such duties as are expressly delegated to it by the terms thereo... | Label: Authorizations |
40947316-245d-4a20-bee9-e4e52f1648ba | Clause:
Executive shall be entitled to the greater of indemnity under (a) the Company’s Certificate of Incorporation and Bylaws; and (b) California law, both of which survive the Termination Date.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corrupti... | Label: Indemnifications |
e10f0563-c015-40b8-a0eb-dc7a72ab5071 | Clause:
The DCP shall be administered, construed and governed in all respects under and by the laws of Delaware, without reference to the principles of conflicts of law (except and to the extent preempted by applicable Federal law).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, A... | Label: Governing Laws |
b4aaefef-df7b-4a99-a4ce-23547c1d68c7 | Clause:
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN THE STATE OF NEW YORK.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Ap... | Label: Applicable Laws |
a4f9809a-62ca-4131-b87d-7677d06032ea | Clause:
The Company agrees to employ Executive and Executive hereby accepts such employment, in accordance with the terms of this Agreement. Subject to Section 5, the term of Executive’s employment shall commence on the date hereof and continue for three (3) years thereafter unless this Agreement is earlier terminated ... | Label: Terms |
cb112810-0a49-40fa-a056-883ae063913c | Clause:
Commencing in 2016 and as long as there are vested and exercisable SARs outstanding, IAC shall deliver to each Participant, no later than March 31 st , its written determination of the FMV (the “ Annual FMV Notice ”) as of the date of delivery of such written determination. The vested SARs shall be exercisable ... | Label: General |
95a3fb0e-f912-44f2-a274-6d9c5dd606a2 | Clause:
Other than consummating the transactions contemplated hereunder, the Investor has not, nor has any Person acting on behalf of or pursuant to any understanding with the Investor, directly or indirectly executed any purchases or sales, including Short Sales, of the securities of the Company during the period comm... | Label: Confidentiality |
54ce989f-4d19-4262-b007-08c04e5b8ab0 | Clause:
The Company hereby employs Executive as Chief Medical Officer of the Company. Executive shall report directly to the President and Chief Executive Officer of the Company (the “ CEO ”) and shall have the duties, authority and responsibilities customarily held by a person holding the position of Chief Medical Off... | Label: Positions |
d2ed76ee-294b-4105-b377-db06d237c4cb | Clause:
Each party's obligations under Sections 5.9 and 5.10 shall survive the resignation or replacement of Agent or any assignment of rights by or replacement of a Lender or an Issuing Bank, the termination of the Commitments, and the repayment, satisfaction, discharge or Full Payment of any Obligations.
Task: Class... | Label: Survival |
22d77a22-6467-4ddb-974c-9193b455ba38 | Clause:
If any provision of the Plan or any Award Agreement is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any Person or Interest, or would disqualify the Plan or any Interest under any law deemed applicable by the Plan Administrator, such provision shall be construed o... | Label: Severability |
a897ea9e-4dd8-49c0-baeb-0754b008b42d | Clause:
All terms and conditions set forth in the Agreement that are not amended hereby shall remain in full force and effect. This Second Amendment shall be governed by and construed in accordance with the substantive law of the State of Illinois, without regard to the conflicts of law provisions thereof, and any disp... | Label: Miscellaneous |
bfd0e082-37e4-47b7-985b-5f6a910e6cd5 | Clause:
All payments to be made by the Borrowers shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrowers hereunder shall be made to the Administrative Agent, for the account of the respective Lenders t... | Label: General |
6fe78ef3-ff60-4efe-9150-f9c13dde5041 | Clause:
Interest will not be paid on any employee accounts, except to the extent that the Board or the Committee, in its sole discretion, elects to credit employee accounts with interest at such rate as it may from time to time determine.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustme... | Label: Interests |
6bfd8211-fe40-4a1e-9f2c-3cc0d0045c4f | Clause:
During the Employment Period (as defined in Section 4 ), the Company shall employ Employee, and Employee shall serve, as of the Company and in such other position or positions as may be assigned from time to time, with Employee’s consent, by the [Company] [board of directors (the “ Board ”) of KLR Energy ... | Label: Employment |
d94fc4a1-4672-4aef-926f-6340afbd5da5 | Clause:
This Agreement may not be amended, modified, released, or discharged in any manner except by an instrument in writing, referring to this Agreement, and signed by all Parties.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Appli... | Label: Amendments |
1d1fb1b1-9be4-4b50-b08c-8c8a4e58dc73 | Clause:
All capitalized terms contained in this RSU Agreement shall have the definitions set forth in the Plan unless otherwise defined herein. This RSU Agreement shall be binding upon the parties hereto and their respective beneficiaries, heirs, administrators, executors, legal representatives and successors.
Task: C... | Label: Miscellaneous |
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