id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
16fd9aad-a2d8-4493-96ed-7ee5e6fbbfdd | Clause:
All fees and expenses incurred in connection with this Agreement and the Transactions shall be paid by the party incurring such expenses.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, A... | Label: Expenses |
0edd4757-45c0-4a65-b62d-d49289a1d0e4 | Clause:
All initially capitalized terms used but not otherwise defined herein have the meanings given to them in the Guarantee and Collateral Agreement or, if not defined therein, in the Loan Agreement, and this Copyright Security Agreement shall be subject to the rules of construction set forth in Section 1.4 of the L... | Label: Defined Terms |
69a094d8-1b03-4508-ba61-e9704de03c5b | Clause:
The rights to indemnification and advancement of expenses provided in this Section shall be in addition to any other rights a Partner or officer of the Partnership may have or hereafter acquire under any law, provision of the Certificate, any other or further provision of this Agreement, any agreement or otherw... | Label: Remedies |
20cf80f3-fb1a-4c3f-bec8-f5081926860b | Clause:
Each Loan Party hereby acknowledges that it has read this Agreement and consents to the terms hereof and further hereby affirms, confirms and agrees that (a) notwithstanding the effectiveness of this Agreement, the obligations of such Loan Party under each of the Loan Documents to which it is a party shall not ... | Label: Consents |
9838d344-707b-471c-82f5-6241dbda097b | Clause:
Buyer is duly organized, validly existing, and in good standing under the laws of the State of Delaware. Buyer has all requisite corporate, limited liability company or partnership power and authority to execute and deliver, and to perform all its obligations under, this Agreement.
Task: Classify this clause i... | Label: Authority |
8b056c44-9c30-4ec7-8312-2d86a6381408 | Clause:
Each payment and prepayment of the principal of the Revolving Loans, and each payment of interest on the Revolving Loans received from the Borrower, shall be made by the Administrative Agent to the Lenders pro rata on the basis of their respective unpaid principal amounts outstanding under the Revolving Loans i... | Label: Payments |
1b0657b7-9c44-4c5d-a2b7-df1b0c141a2c | Clause:
As compensation for the services to be rendered by the Executive hereunder, the Company will pay the Executive, during the Term, an annual base salary of $300,000 (or a higher amount as may be set from time to time by the Company’s board of directors), which base salary will accrue and be paid in accordance wit... | Label: Base Salary |
3074750f-7d81-4825-8dd7-e39d758ae2b1 | Clause:
This Agreement shall be retroactive to and effective as of ____________________. All agreements and obligations of Freddie Mac contained herein shall continue during the period Indemnitee is a director, officer, employee or agent of Freddie Mac or is serving at the request of Freddie Mac as a director, officer,... | Label: Effective Dates |
036848be-a8f2-42ab-bb6d-e9e527017009 | Clause:
If Employee breaches any of the terms of this Agreement, Company will immediately cease making the payments described in paragraph 2 to the extent those payments have not yet been made, to the fullest extent permitted by law. This shall in no way limit Company’s right to pursue all legal and equitable remedies ... | Label: Enforcements |
a851deb4-c264-481d-8466-c059c94ed365 | Clause:
The Borrower ( a ) will only use the proceeds of the Initial Term Loans (and to the extent provided in Section 2.01(b), Revolving Credit Loans) on the Closing Date to finance a portion of the Transactions (including paying any fees, commissions and expenses associated therewith), ( b ) will use the proceeds of ... | Label: Use Of Proceeds |
d540bae8-3fa1-45dc-9c49-ed3ae8f53553 | Clause:
No waiver of any term or provision of this Agreement will be valid unless such waiver is in writing signed by the party against whom enforcement of the waiver is sought. The waiver of any term or provision of this Agreement shall not apply to any subsequent breach of this Agreement.
Task: Classify this clause ... | Label: Waivers |
0d5a0a71-ae61-4d80-85f8-920cbd2af426 | Clause:
The Company will pay on behalf of the Executive (or reimburse the Executive for) reasonable expenses incurred by the Executive at the request of, or on behalf of, the Company in performance of the Executive’s duties pursuant to this Agreement, and in accordance with the Company’s employment policies; provided, ... | Label: Expenses |
619d43c7-62fe-46ab-8769-821a789b4169 | Clause:
Any of the terms, covenants, or conditions hereof may be waived only by a written instrument executed by or on behalf of the Party waiving compliance. No course of dealing on the part of any Party, or its respective officers, employees, agents, accountants, attorneys, investment bankers, consultants or other au... | Label: Waivers |
ba2797bf-7340-4890-8cdc-a74714539165 | Clause:
COMPANY shall indemnify, defend, and hold harmless M.I.T. and its trustees, officers, faculty, students, employees, and agents and their respective successors, heirs and assigns (the “Indemnitees”), against any liability, damage, loss, or expense (including reasonable attorneys’ fees and expenses) (collectively... | Label: Indemnity |
f2d9f70a-5152-45e8-b80d-acf79f1efa04 | Clause:
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, superseding any prior understandings and agreements between the parties. No amendment or modification of this Agreement shall be binding unless made in a writing duly executed by the Optionee and the C... | Label: Miscellaneous |
3f136ca4-5d9e-48de-af85-a044eb77c914 | Clause:
All lender underwriting criteria, Loan terms and all interest, fees, and other charges associated with the Loans, exclusive of any CSO Fees, and shall be established by Lender. Lender shall have the right to modify any underwriting criteria, Loan term, interest rate, fee, or other charge (exclusive of any CSO F... | Label: Fees |
92ff4307-2ba1-4913-873e-12660006b668 | Clause:
Neither party may assign this Agreement without the prior written consent of the other party hereto. The terms of this Agreement shall bind and inure to the benefit of the parties’ respective successors and any permitted assigns, and no assignment shall relieve any party of any obligation or liability under thi... | Label: Assignments |
eef76691-acde-4dbf-8f3a-1a2e5e48ce05 | Clause:
Seller has, or will have on the Closing Date, good title to the Personal Property, which shall be subject only to the Permitted Exceptions (and no other liens and encumbrances) on the Closing Date.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti... | Label: Titles |
36b26fc2-7f20-46a3-94c6-2bddcaaece92 | Clause:
This Agreement may only be amended, modified or supplemented by a written instrument signed by an Authorized Representative of each of MPLS, GP and MPL.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals,... | Label: Amendments |
b4e117d8-d162-4e0e-ac0e-1a01231230fb | 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 |
d635556c-32d0-4b06-96bb-0f4666902549 | Clause:
The covenants and agreements contained herein are separate and severable and the invalidity or unenforceability of any one or more of such covenants or agreements, if not material to the employment arrangement that is the basis for this Agreement, will not affect the validity or enforceability of any other cove... | Label: Severability |
45e22a77-b925-476c-909e-05c7bfeae55f | Clause:
Executive understands and agrees that, to the fullest extent permitted by applicable law and except as provided for in Section 8 above, the amounts and types of Severance Benefits provided for in this Agreement shall be maintained as strictly confidential by Executive and his agents and representatives and shal... | Label: Confidentiality |
a6b98faf-3bdf-4b83-a92b-29c9a6713908 | Clause:
Except as set forth in Section 10.3 below, the Committee in its sole discretion may at any time amend the Plan in whole or in part.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignm... | Label: Amendments |
e38c9aa1-a04f-404e-8104-feaa5cfacfa7 | Clause:
(a) Any and all payments by or on account of any obligation of the Borrower under any Loan Document shall be made free and clear of and without deduction or withholding for Taxes except as required by applicable law. If any applicable law (as determined in the good faith discretion of an applicable Withholding... | Label: Taxes |
f2f2655f-d963-4679-8f13-05ac02bc4b24 | Clause:
(i) Any ERISA Event or a Prohibited Transaction shall occur with respect to any Plan; (ii) a notice of intent to terminate a Plan under Section 4041 of ERISA shall be filed; (iii) a notice shall be received by the plan administrator of a Plan that the PBGC has instituted proceedings to terminate a Plan or appoi... | Label: Erisa |
f0d55853-fa0a-4657-a119-c07e3013abd1 | Clause:
The Executive covenants and agrees with the Company that he will not any time during the Employment Term and thereafter, except in performance of his obligations to the Company hereunder or with the prior written consent of the Company, directly or indirectly, disclose any secret or confidential information tha... | Label: Confidentiality |
7fd789c9-3300-4ab0-be59-04e852120d7c | Clause:
All notices required or permitted to be given or made under this Agreement shall be in writing and shall be made in accordance with the provisions of the Plan. Notices under this Agreement shall be delivered or sent (i) to Employee at Employee’s address as set forth in the records of the Company, or (ii) to the... | Label: Notices |
e26d82ba-963e-412d-872d-9a6215fa1317 | Clause:
This Forbearance Agreement, Consent and Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed an original, but all such counterparts shall constitute one and the same instrument, and all signatures need not appear on any one counterpart. Any party hereto may exe... | Label: Counterparts |
70e71399-1682-410c-94db-7f9c2e578e97 | Clause:
EACH PARTY HERETO HEREBY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM CONCERNING ANY RIGHTS UNDER THIS SUBORDINATION AGREEMENT, OR UNDER ANY AMENDMENT, WAIVER, CONSENT, INSTRUMENT, DOCUMENT OR OTHER AGREEMENT DELIVERED OR WHICH IN THE FUTURE MAY BE DELIVERED IN CONNECTION HEREWI... | Label: Waiver Of Jury Trials |
1c1af1a8-0cc4-44d9-8f16-c0cfe597f4c3 | Clause:
The Company and Executive acknowledge that this Agreement, together with the Employment Agreement (as clarified by this Agreement), the Release, the Option Agreement (as amended by this Agreement) and that certain Indemnification Agreement between the Company and Executive, dated January 30, 2013, contain the f... | Label: Entire Agreements |
7741be61-cea7-48fd-b6d9-d6f6f087fcc7 | Clause:
This Release Agreement, the Change of Control Agreement, the Confidentiality Agreement, the Indemnification Agreement, and the agreements relating to the Options, and the Stock Plan and Option Agreement, constitute the entire agreement and understanding between the Parties concerning the subject matter herein a... | Label: Entire Agreements |
15438607-3141-4950-a7aa-30f810d37243 | Clause:
This Agreement together with Exhibits annexed hereto and made a part hereof contains all of the terms agreed upon between the parties 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, App... | Label: Entire Agreements |
8b21a936-7ac8-4e07-906f-302f184a2ae0 | Clause:
Capitalized terms used and not defined herein have the meanings given to them in the Credit 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, Aut... | Label: Defined Terms |
7f8b6a0c-59d2-4a8b-88c1-cb704b898e86 | Clause:
The Borrowers shall use the proceeds of the Loans (i) to provide a portion of the financing for the Expansion Project, (ii) to pay fees and expenses incurred in connection with this Agreement and the refinancing described in clause (iii) , (iii) to refinance certain existing Indebtedness of the Loan Parties, a... | Label: Use Of Proceeds |
3c00e46e-227f-4302-a7f8-e9b713ec7567 | Clause:
If any provision of this Agreement (or any portion thereof) or the application of any such provision (or any portion thereof) to any Person or circumstance shall be held invalid, illegal or unenforceable in any respect by a Governmental Authority, such invalidity, illegality or unenforceability shall not affect... | Label: Severability |
2469087c-d82d-44ce-bbb0-ee02622248b0 | Clause:
This Agreement shall be governed by and construed in accordance with the laws of the State of Virginia 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 state courts of N... | Label: Governing Laws |
a6d3055a-58c3-491f-be94-80459262be2d | Clause:
The respective rights and obligations of the parties under this Agreement (including, but not limited to, Sections 9, 10, 11 and 15) shall survive any termination of the Executive’s employment or termination or expiration of this Agreement to the extent necessary to the intended preservation of such rights and ... | Label: Survival |
f85a53c8-9341-43be-82bc-a62b351b8761 | Clause:
MBE Holdings has marketable title to all of its assets and properties free and clear of any lien.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authoriz... | Label: Liens |
33d30af9-4ced-4d79-b6d2-8f2aeabf0892 | Clause:
All notices and other communications given or made pursuant hereto shall be in writing, in English and shall be deemed effectively given: (i) upon delivery to the party if delivered personally or via courier; (ii) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the r... | Label: Notices |
df72047d-38ef-4db9-883c-08d68384e537 | Clause:
Wherever possible, each provision of this Fourth Amendment shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Fourth Amendment shall be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such p... | Label: Severability |
4d4738f8-9bb3-4a30-8f9b-052e0e11edcc | Clause:
The Board may amend this Award or terminate the Plan in accordance with Section 12.1 of 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, Authoriz... | Label: Amendments |
bf710cf0-2489-4896-9bd0-a8db14b9ece9 | Clause:
The covenants herein shall be binding upon, and inure to the benefit of, the heirs, successors and assigns of the parties hereto. The term "Lender" as used herein includes any successor or assign of the named Lender herein, including without limitation, any co-lender at the time of making the Loan, any purchase... | Label: Successors |
c3fe3c50-b861-42f1-9701-daa6b013bdc9 | Clause:
This Agreement is effective as of the Effective Date. The Company agrees to employ Executive in accordance herewith during the period starting on the Effective Date and ending on and inclusive of the date five (5) years thereafter, subject to any earlier termination of Executive’s employment hereunder pursuant ... | Label: Terms |
2b33c8ca-146b-453e-a5a6-169333d17ff9 | Clause:
Each of Holdings and the Parent Borrower will, and will cause each of its Material Subsidiaries to, (a) do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and (b) except as would not reasonably be expected to have a Material Adverse Effect, tak... | Label: Existence |
12384afd-033a-4981-aa57-03315f30f74f | Clause:
Executive understands and agrees that as a condition for the consideration herein described, Executive shall not make any false, disparaging or derogatory statements to any person or entity, including any media outlet, regarding the Company or any of its affiliates, subsidiaries, directors, officers, Executives... | Label: Non-Disparagement |
bbfa89dd-169c-4aaf-933c-43c8ac9def8d | Clause:
The Company or the Investor may (i) extend the time for the performance of any of the obligations or other acts of any other party, (ii) waive any inaccuracies in the representations and warranties of any other party contained herein or in any document delivered by any other party pursuant hereto, or (iii) waiv... | Label: Waivers |
50bbb21a-cd46-4112-ae7d-e1521dfc4bcf | Clause:
THE PARTIES AGREE THAT ANY AND ALL DISPUTES ARISING OUT OF THE TERMS OF THIS AGREEMENT, THEIR INTERPRETATION, EXECUTIVE’S EMPLOYMENT WITH THE COMPANY OR THE TERMS THEREOF, OR ANY OF THE MATTERS HEREIN RELEASED, SHALL BE SUBJECT TO ARBITRATION IN SANTA CLARA COUNTY, CALIFORNIA BEFORE JUDICIAL ARBITRATION & MEDIA... | Label: Arbitration |
5f09f054-3fa6-4930-b422-ae5805b2c6f8 | Clause:
The Borrowers shall use the proceeds of the Revolving and Swingline Loans, and may request the issuance of Letters of Credit, for general corporate purposes or other transaction permitted by the Loan Documents (including for capital expenditures, Permitted Acquisitions, the repayment or refinancing of Indebtedn... | Label: Use Of Proceeds |
237be7fb-fbba-4b59-869f-cbac34cceb16 | Clause:
If, as a result of incapacity due to physical or mental illness, you shall have been absent from the full‑time performance of your duties with the Company for six (6) consecutive months and, within thirty (30) days after written Notice of Termination is given to you, you shall not have returned to the full‑time... | Label: Disability |
6bab68e4-d19f-452a-aa40-718d9f88cf6d | Clause:
Subject to the control and direction of either the Company’s Board of Directors (the “ Board ”) the Executive Committee of the Board of Directors (the “ Executive Committee ”), and the Company’s President and Chief Executive Officer, Employee shall serve as the Chief Operating Officer in the Company’s Calabasas... | Label: Duties |
390d97dd-9235-4177-9c4c-7fdb300f2f45 | Clause:
This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original but all of which when taken together shall constitute a single contract, and shall become effective as provided in Section 6 hereof. Delivery of an executed coun... | Label: Counterparts |
a4445cde-6e1d-478f-9d30-cbbe5aebf749 | Clause:
By their execution of this Agreement, each entity comprising Seller severally, and not jointly or jointly and severally, represents and warrants to Buyer that the following statements are true and accurate, as of the Execution Date and the Effective Time, unless certain dates are otherwise specified with respec... | Label: Warranties |
a6e6732c-7e99-4140-9a0e-956f2e7617fa | Clause:
No Party shall have the right to assign its rights or obligations under this Agreement without the consent of the other Parties hereto; provided , however , that the Partnership may make a collateral assignment of this Agreement solely to secure working capital financing for the Partnership.
Task: Classify thi... | Label: Assignments |
600024ce-30a2-4a88-b478-fee62a8aaba8 | Clause:
The Seller has heretofore made available to the Purchaser and the Trustee copies of Consolidated Parent’s consolidated balance sheets and statements of income and changes in financial condition as of and for the fiscal years ended January 31, 2014 and January 31, 2015, audited by and accompanied by the opinion ... | Label: Financial Statements |
52921b3b-ec48-4c66-baae-9e2631226241 | Clause:
The Purchase Price shall be paid by Lessee in shares of Lessee’s $0.001 par value common stock (“Common Stock”) as set forth herein. Upon the final determination of the Purchase Price pursuant to Section 2.1, Lessee shall issue to Lessor a number of shares (“Purchased Shares”) of Common Stock equal to the Purch... | Label: Payments |
580b2740-a6fe-4c74-8804-15ecca5904f7 | Clause:
Except as set forth in Sections 11.1, 11.2.1 and 11.3 , the terms of this Agreement may not be disclosed by either Party, and neither Party will use the name, Trademark, trade name or logo of the other Party or its employees in any publicity, news release or disclosure relating to this Agreement, its subject ma... | Label: Publicity |
59b87151-5bee-4d4f-9712-389b98e509f8 | Clause:
Executive hereby represents and warrants to the Company that, as of the date of this Agreement, Executive is a resident of the Commonwealth of Pennsylvania. This Agreement will be governed by the law of Pennsylvania, excluding any conflicts or choice of law rule or principle that might otherwise refer to the su... | Label: Governing Laws |
6a5c530b-2062-4b3c-a222-c7b1e32f67d5 | Clause:
Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural Person or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “ Participant ”) in all or a portion of such Lender’s rights an... | Label: Participations |
884b102a-ae12-41b5-9c27-05b49901a426 | Clause:
Except for any agreements entered into with CTIC and CLTIC in connection with their respective Subscriptions, from and after the date of this Agreement, Splitco shall not, without the prior written consent of Holders holding more than fifty percent (50%) of the Registrable Securities enter into any agreement wi... | Label: Representations |
35a17074-d648-4ef2-8e99-8af754a1ff0b | Clause:
This Agreement may be executed simultaneously in two or more counterparts each of which shall be deemed an original, and all of which, when taken together, constitute one and the same document. The signature of any Party to any counterpart shall be deemed a signature to the Agreement and may be appended to any ... | Label: Counterparts |
ee691a77-90c2-4fed-a3ba-30216906297a | Clause:
No waiver or course of dealing shall be established by (a) the failure or delay of Administrative Agent or any Lender to require strict performance by the Borrower or any Guarantor with any terms of the Loan Documents, or to exercise any rights or remedies with respect to Collateral or otherwise; (b) the making... | Label: Waivers |
055aac51-0d24-460a-9901-7562730d7054 | Clause:
Each person executing this Lease on behalf of Landlord and Tenant hereby covenants and warrants that: (a) the entity on whose behalf such person is signing is duly organized and validly existing under the laws of its state or country of organization; (b) such entity has full right and authority to enter into th... | Label: Authority |
302d05fe-93ee-4734-8189-898f5da87905 | Clause:
THE BORROWER HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY, IRREVOCABLY, AND UNCONDITIONALLY WAIVES (A) ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, COUNTERCLAIM, OR OTHER LITIGATION THAT RELATES TO OR ARISES OUT OF ANY OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE ACTS OR OMISSIONS OF THE ... | Label: Waiver Of Jury Trials |
a125402f-2ac5-4c4a-b374-48f3b5d88363 | Clause:
By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Bank or the Lenders, the Issuing Bank hereby grants to each Lender, and each Lender hereby acquires from the Issuing Bank, a participation in such... | Label: Participations |
3006d924-b545-44e9-b816-9df1a15ea6f9 | Clause:
Except as otherwise expressly provided in this Agreement, whether or not the transactions contemplated by this Agreement are consummated, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be borne by the Party incurring such expenses.
Task: Classif... | Label: Expenses |
63344177-2582-4aee-ada1-67b984166976 | Clause:
The proceeds of the Loans will be used only for (i) the repayment of existing Indebtedness of the Borrower and its Subsidiaries consisting of the “Tranche A Term Loans” under the Existing Credit Agreement, (ii) the payment of fees and expenses incurred in connection with this Agreement, and (iii) general corpor... | Label: Use Of Proceeds |
80496ddd-1fbb-48b3-8352-4ec5eb6d4aab | Clause:
I, Christopher Santi, do hereby release and discharge Vapor Corp. and each of its parent companies, subsidiaries, each of the respective direct and indirect equity owners of any of the foregoing, each of the respective Affiliates of any of the foregoing, and each of the respective officers, directors, members, ... | Label: Releases |
b30141f3-0628-4f12-b554-c8550fcebc5f | Clause:
EACH OF HOLDCO AND GROUP IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN THE BOROUGH OF MANHATTAN, NEW YORK AND OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT... | Label: Submission To Jurisdiction |
f7b577a5-0591-496a-ae0c-a4aef9e45fb7 | Clause:
Consultant will not, without the written consent of an Authorized Party or its designee, divulge any information of a confidential, proprietary or trade secret nature relating to the Company or any of its affiliates to anyone other than authorized personnel of the Company and/or its affiliates, either during th... | Label: Confidentiality |
fbdcc529-2fd7-42ff-a96a-f78a67d0dd6b | Clause:
In order to induce Buyer to enter into this Agreement and consummate the Contemplated Transactions, Powell represents and warrants to Buyer that no claims are alleged or could be alleged in that certain lawsuit styled EM1 Labs, LLC v. Relay Medical, LLC; Relay Capital, LLC; Individualized Treatment Technology L... | Label: Representations |
90b4a606-ceb6-46d7-ad57-be4fbdda6707 | Clause:
The undersigned Authorized Officer or chief financial officer or chief accounting officer of Parent Borrower certifies that the Credit Parties are and will be in compliance with all covenants under the Loan Documents after giving effect to the making of the Loan requested hereby and no Default or Event of Defau... | Label: No Defaults |
cfa71217-3465-408e-9065-825ac0565522 | Clause:
This Agreement contains all of the agreements between the parties relating to Employee’s employment with the Company. The parties have no other agreements relating to Employee’s employment, written or oral. This Agreement supersedes all other agreements, arrangements, and understandings relating to Employee’s e... | Label: Entire Agreements |
d37f004f-f248-4697-8604-df54c963bd92 | Clause:
The Joint shall not assign this Agreement without Executive’s consent. To the extent permitted by law, Executive’s rights and benefits under this Agreement shall not be subject to voluntary or involuntary assignment or transfer.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustment... | Label: Assignments |
fae31626-5b32-4901-b1d5-21302838fa65 | Clause:
Any notice required or permitted under this Note shall be given in writing and shall be deemed effectively given upon personal delivery or three business days following deposit with the United States Post Office, by registered or certified mail, return receipt requested, postage prepaid, or sent by confirmed de... | Label: Notices |
6605ebfd-334f-4f60-936b-734debe30fbd | Clause:
On the Effective Date, Employer shall employ Employee in the position of “Senior Vice President - Legal Integration”, reporting to Employer’s Chief Executive Officer (the “CEO”), and Employee does hereby accept such employment. On and after the Effective Date, Employer and Employee hereby acknowledge that the p... | Label: Positions |
f64d0e9e-984d-46fd-b47c-e02eeaf4683e | Clause:
This Amendment may be executed in any number of counterparts, each of which will be deemed an original and all of which, taken together, will constitute one instrument. Buyer and Seller may execute different counterparts of this Amendment and, if they do so, the signature pages from the different counterparts m... | Label: Counterparts |
edfdd2d4-994d-49a2-9168-63b4a864511b | Clause:
The authorized capital stock of the Company consists of 2,000,000,000 shares of Common Stock and 10,000,000 shares of Preferred Stock, par value $0.001 (“ Preferred Stock ”) of which 1,920,688,781 shares of Common Stock and no shares of Preferred Stock are issued and outstanding. All of the outstanding shares o... | Label: Capitalization |
3fffe73b-e2c3-44c3-a483-9b32a20f9952 | Clause:
Borrower will comply, and will cause each other Company to comply, with all minimum funding requirements, and all other material requirements, of ERISA, if applicable, so as not to give rise to any liability thereunder and if any such liability shall arise, to pay same promptly.
Task: Classify this clause into... | Label: Erisa |
f14de37d-f2d1-4369-ab97-2c7626f70972 | Clause:
This Agreement will be binding on the parties and their successors and assigns. Neither party will assign or transfer, in whole or part, this Agreement or any of its rights or obligations arising under this Agreement without the prior written consent of the other party. Any purported assignment without consent ... | Label: Assignments |
40137a11-26c9-457b-957b-8050c014f2ad | Clause:
This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided , however , that this Agreement i... | Label: Entire Agreements |
a2444824-6741-4552-9512-1891957a8d14 | Clause:
The Borrower or Related Party may not assign this Agreement. Upon notice to Borrower and Related Party, the Lender may assign its rights under this Agreement, including its right to repayment of the Loan or of any interest thereon, in whole or in part, to an affiliate of the Lender.
Task: Classify this clause ... | Label: Assignments |
c5532408-654d-4d45-9af0-61ce01bcac94 | Clause:
Dealer shall keep confidential any information and data contained in the System, and shall not use the System or any information or data derived from the System for purposes unrelated to Dealer’s performance of its obligations under this Agreement.
Task: Classify this clause into ONE of these types (exactly on... | Label: Confidentiality |
5444d3ed-1eac-4751-a772-32a9e255d19a | Clause:
The representations and warranties contained in Section 2.1 (Organization and Power) , Section 2.2 (Authorization; Capacity of Individual Sellers) , Section 2.3 (Non-Contravention) , Section 2.7 (Assets) , Section 2.13 (Intellectual Property) , Section 2.19 (Tax Matters) , Section 2.20 (Environmental Matters) ,... | Label: Survival |
5003f0e6-7d35-4c1c-96ca-a606394cc91b | Clause:
This Agreement shall be binding upon, and inure to the benefit of, the Members and GLBR.
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, B... | Label: Binding Effects |
c7f613ed-6b63-41c9-996b-89b922d7dcda | Clause:
Promptly upon request by the Lender or Agent, take, and cause each other Loan Party and each of its Subsidiaries to take, such additional actions as the Lender or Agent may reasonably require from time to time in order (i) to subject to the Liens created by any of the Collateral Documents any of the properties,... | Label: Further Assurances |
3a7ce0ff-e125-4ac0-9065-e4f5a6ad52fd | Clause:
All corporate action on the part of the Company necessary for the authorization, execution and delivery of, and the performance of all obligations of the Company under, the Transaction Agreements has been taken, and the Transaction Agreements, when executed and delivered, will constitute valid and legally bindi... | Label: Authorizations |
06d3b2eb-8fbb-4772-8cf4-53ff386e592f | Clause:
If Tenant signs as a corporation, limited liability company, or a partnership, or other business entity each person executing this Lease on behalf of Tenant hereby covenants and warrants that Tenant is a duly authorized and existing entity, that Tenant is duly qualified to do business in Pennsylvania, that Tena... | Label: Authority |
c926c960-ae70-4628-a3f1-4cc4b71354aa | Clause:
Each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision will be unenforceable only to the extent of such prohibition or invalidity, w... | Label: Severability |
44c512d2-3844-484c-ac18-9899816c2059 | Clause:
The Company shall execute, acknowledge and deliver or cause to be executed, acknowledged and delivered, any and all such further assurances and other agreements or instruments, and take or cause to be taken all such other action as shall be reasonably necessary from time to time (a) to give full effect to this ... | Label: Further Assurances |
9efac4b1-d0bd-48f9-b897-a3dc90550df5 | Clause:
The Earned PSUs shall be settled within five days following the occurrence of such Change in Control, unless a replacement or substitute award meeting the requirements of this Section 2(b)(ii) is provided to Participant in respect of the Earned PSUs (an award meeting the requirements of this Section 2(b)(... | Label: Vesting |
d416fec9-08f6-4c72-9e53-49776727a41a | Clause:
This Agreement (including the validity and enforceability hereof) shall be governed by, and construed in accordance with, the laws of the State of New York, other than the conflict of laws rules thereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments... | Label: Governing Laws |
57441a0e-48c9-462a-b9e9-5d4946d2bb0e | Clause:
By accepting the RSUs, you acknowledge and agree your agreement to comply with applicable Brazilian laws and to pay any and all applicable taxes associated with the vesting of the RSUs, the issuance and/or sale of Shares acquired under the Plan and the receipt of any dividends.
Task: Classify this clause into ... | Label: Compliance With Laws |
9dcdb60f-301f-455f-8407-9eb2ac1c187a | Clause:
This Agreement and the other Loan Documents and any claims, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Agreement or any other Loan Document (except, as to any other Loan Document, as expressly specified therein) and the trans... | Label: Governing Laws |
cde8a352-06e7-4fb0-bd35-7fa31d55e640 | Clause:
This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral relating to the subject matter of this Agreement, with the exception of the Invention, Non-Disclosure, Non-Competition and Non-Solicitation Agreement by and between... | Label: Entire Agreements |
0bdad893-eaa5-4fc0-a30a-f322b9d73842 | Clause:
From and after the date of this Agreement, each of the parties shall cooperate with one another, shall do and perform such actions and things, and shall execute and deliver such documents and instruments, as may be reasonable and necessary to effectuate the purposes and intents of this Agreement, including addi... | Label: Further Assurances |
74359bea-c59e-4520-aeba-949cd2902d1b | Clause:
The execution and delivery of this Agreement and the other Loan Documents by Borrower and the performance of its Obligations hereunder and thereunder will not conflict with any provision of any law or regulation to which Borrower or Owner is subject, or conflict with, result in a breach of, or constitute a defa... | Label: No Conflicts |
2ee78d5d-16e0-49f2-b9ec-0f6d2630845b | Clause:
The Executive’s employment hereunder shall terminate upon her death. In the event of the death of the Executive during the Term of this Agreement, Company shall pay to Executive or Executive’s widower, if surviving, otherwise to her estate or legal representative, the Executive’s prorated Annual Base Salary and... | Label: Death |
4f84a32b-85c5-48b5-a788-2a244d3e2170 | Clause:
Except as otherwise provided in this Section 12.1, the Plan may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Board or the Committee. Except as provided in Section 12.10, no amendment, suspension or termination of the Plan shall, without th... | Label: Amendments |
c89676c0-8627-4b77-92cc-85b549ae7423 | Clause:
Serviceco’s responsibilities shall not include the preparation of any regulatory application, or maintenance or construction activities related to an expansion of the PNGTS Pipeline (a “Facilities Expansion”). Any activities related to the planning and construction of a Facilities Expansion, including design, r... | Label: Construction |
14f0f70a-130e-41b6-93b2-2f1d47d143df | Clause:
(a) Pay its indebtedness and obligations in accordance with normal terms; (b) pay all taxes, assessments and governmental charges or levies imposed upon it or upon its income and profits or upon any of its properties before they become in default, except any such tax, assessment or governmental charge that is s... | Label: Taxes |
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