id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
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|---|---|---|
4c2043ff-5456-41a9-a742-cfae2309803c | Clause:
This Award Letter and the documents referred to herein or delivered pursuant hereto which form a part hereof contain the entire understanding of the parties with respect to the subject matter hereof and thereof. There are no restrictions, agreements, promises, representations, warranties, covenants or undertaki... | Label: Entire Agreements |
9a547de0-02ae-4352-95f4-f9ceb16b22b7 | Clause:
Should any particular section, covenant, restriction, or language included in this Agreement be held to be unreasonable or unenforceable for any reason, then such section, covenant, restriction, or language shall be given effect and enforced to whatever extent would be reasonable and enforceable. All remaining ... | Label: Severability |
da8376b8-2535-4de8-acca-5f3e9cffef1c | Clause:
In the event that an actual proceeding is brought in equity to enforce the provisions of Section 5 (inclusive of the Confidentiality Agreement) or this Section 6, the Employee shall not urge as a defense that there is an adequate remedy at law nor shall the Company be prevented from seeking any other remedies w... | Label: Remedies |
d7191ee0-52c8-47b1-b0e1-aac689aec20c | Clause:
Upon consummation of the transactions contemplated by this Agreement and receipt of all consents and approvals disclosed on Schedule 5.3 , Seller will have assigned, transferred and conveyed to Buyer good and marketable title to, or a valid leasehold interest in, the material tangible Purchased Assets, free and... | Label: Titles |
48755d67-3aa7-4310-990a-95ccd628e13c | Clause:
With respect to any suit, action or proceeding relating to this Agreement (the “ Proceedings ”), each party hereto irrevocably submits to the jurisdiction of the federal or state courts located in Harris County, Texas, which submission shall be exclusive unless none of such courts has lawful jurisdiction over s... | Label: Submission To Jurisdiction |
0e024b99-7740-4017-a35b-f7723e970aa4 | Clause:
This Amendment may be executed in any number of and by different parties hereto on separate counterparts, all of which, when so executed, shall be deemed an original, but all such counterparts shall constitute one and the same agreement. Any signature delivered by a party by facsimile transmission or PDF shall... | Label: Counterparts |
de88b127-ce82-4263-9803-fc9f35ed4363 | Clause:
This Note is one of a number of similar notes (the “ Other Notes ”) being issued and delivered by the Borrower to certain note holders (together with Lender, the “ Note Holders ”) pursuant to a debt financing of up to $500,000.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments... | Label: Terms |
38678fdf-ca51-41a4-9999-6240649060df | Clause:
All notices or other communications delivered or given under this Lease shall be in writing and shall be deemed to have been duly given if hand-delivered, sent by certified or registered mail, return receipt requested, or nationally-utilized overnight delivery service, Portable Document Format (“PDF”) or confir... | Label: Notices |
2a4d841b-d88f-40f5-8b3b-c10625d99a03 | Clause:
This Agreement may be executed in several counterparts, each of which will be deemed an original, but all of which will constitute one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, App... | Label: Counterparts |
32362b3e-961d-4b7a-a2e7-7cfab3a96860 | Clause:
Natural Resource Partners L.P., a Delaware limited partnership (the “ Company ”), and NRP Finance Corporation, a Delaware corporation (the “ Finance Corp .” and, together with the Company, the “Issuers”), jointly and severally promise to pay interest on the unpaid principal amount of this Note at 10.500% per an... | Label: Interests |
c63f4c2b-1505-4e41-9c6b-677488d80e50 | Clause:
Except for amounts withheld by the Company, Executive shall be solely responsible for any taxes due as a result of any payments or benefits provided for in this Agreement, other than the Company’s employer portion of social security, Medicare, or any other employment-related tax. It is intended that any amounts... | Label: Taxes |
8674eaac-fad7-4a09-ae9e-b2615aa2878d | Clause:
Except as specifically set forth above, in consideration of the benefits set forth in Section 2 , Executive waives all rights and claims Executive may have for any personal or monetary relief including salary, bonus, severance pay, equity, commissions or other employee benefits or compensation arising from Exec... | Label: Releases |
9993f594-2f84-4fd1-bd2c-8549015ab458 | Clause:
If any provision of the Plan or any Award is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any Person or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to confo... | Label: Severability |
2a537d36-7908-4a95-aedb-21b9ad31eec4 | Clause:
The Award is governed by, and subject to, the laws of the State of California, without regard to such state’s conflict of laws rules, as provided in the Plan. For purposes of litigating any dispute that arises directly or indirectly from the relationship of the parties evidenced by this Award, the parties hereb... | Label: Venues |
c9ffe3e9-0b0c-4210-9dd9-765e7a97286d | Clause:
The period commencing on the date (“ Commencement Date ”) which is the later of (a) the date the lease is executed by, and delivered to, both parties, or (b) the date Landlord delivers to Tenant possession of the Premises with Landlord’s Work, if any, substantially complete or any earlier date on which Tenant f... | Label: Terms |
c954fef8-da56-4e2a-a1ac-158bb9dc001b | Clause:
This Agreement shall be governed by and construed in accordance with the laws of the State of Arkansas without regard to conflicts of law principles.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Ar... | Label: Governing Laws |
4da6339f-d940-4009-940a-d636631660d4 | Clause:
You agree not to disparage the Company or its officers, directors, employees, shareholders and agents, in any manner likely to be harmful to them or their business, business reputation or personal reputation. However, you may respond accurately and fully to any question, inquiry, or request for information when... | Label: Non-Disparagement |
6645170d-1fa4-40d4-b49e-0ce35bb081ea | Clause:
Except as will be discharged in full by (and as will be the sole responsibility of) Purchaser, no person, firm, corporation or entity acting for or on behalf of Purchaser is or will be entitled to any broker’s or finder’s fee or any other commission or similar fee, directly or indirectly, from any parties in co... | Label: Brokers |
a821db9f-1d6c-4e5d-902b-2d8c3f66640a | Clause:
Any Lender may at any time, without the consent of, or notice to, the Borrowers or the Administrative Agent, sell participations to any Person (other than a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of, a natural Person, or the Guarantor... | Label: Participations |
234e8c60-f412-492a-bf58-cbc07b670bd9 | Clause:
EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LEGAL REQUIREMENT, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR... | Label: Waiver Of Jury Trials |
0d0702d2-23b7-4e7e-881c-b378f2621e7e | Clause:
Promptly notify Agent in writing of (i) any Commercial Tort Claim arising in a Loan Party’s favor subsequent to the Original Closing Date or (ii) any litigation, suit or administrative proceeding affecting any Loan Party, whether or not the claim is covered by insurance, and of any suit or administrative procee... | Label: Litigations |
1a98d5c1-8346-4a48-bf57-3c09d4430df8 | Clause:
Each Guarantor shall pay on demand all reasonable and documented out-of-pocket expenses (including reasonable attorneys’ fees and expenses) in any way relating to the enforcement or protection of any Secured Party’s rights under this Guaranty or in respect of the Guaranteed Obligations, including any incurred d... | Label: Expenses |
4de2d1e6-e94d-4c7c-bd42-e0a4def68430 | Clause:
The Co-Borrowers agree to pay within ten (10) days of receipt of written demand therefore all costs and expenses of the Agent in connection with the preparation, execution and delivery of this New Bank Agreement and the Note, including, without limitation, the reasonable fees and out-of-pocket expenses of couns... | Label: Expenses |
d57952c7-d22e-4eff-b1cc-9452c870e5d5 | Clause:
This Agreement states the terms and conditions under which Borrower may obtain the Revolving Credit Loan from Lender.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns,... | Label: Agreements |
586249b2-e168-4020-a19a-c8fac6d089db | Clause:
None of the properties and assets of the Company or any Restricted Subsidiary thereof is subject to any Lien, except Permitted Liens.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assig... | Label: Liens |
1596662c-5e41-448a-be51-87b48f91253b | Clause:
This Letter and all questions arising in connection herewith shall be governed by the laws of the State of Ohio, with venue in any court of competent jurisdiction located in the State of Ohio.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corr... | Label: Governing Laws |
51a3f00b-7f27-473a-930a-ce6eec617448 | Clause:
The capitalization of the Company is as set forth on Schedule 3.1(g), which Schedule 3.1(g) shall also include the number of shares of Common Stock owned beneficially and of record by Affiliates of the Company as of the date hereof, and shall include a "pro-forma" capitalization giving effect to the transaction... | Label: Capitalization |
decd5dc4-30fb-4f8b-8cf4-ec27b37e5b49 | Clause:
The entire agreement between the parties with respect to the subject matter hereof is contained in this Agreement, and it supersedes and replaces all other agreements pertaining to Executive's employment by Corporation; provided, however, that this Agreement does not supersede or invalidate other agreements and... | Label: Entire Agreements |
4a6a5479-9c7a-476b-a860-b9e618a64094 | Clause:
Westmoreland agrees to sell, and Dominion agrees to purchase, all of the Substitute Energy, subject to the terms and conditions of this Agreement up to the Monthly amounts set forth in Schedule B – Monthly Maximums and up to the Substitute Energy Cap.
Task: Classify this clause into ONE of these types (exactly... | Label: Sales |
5798af9d-a0d4-4410-884c-7c7e00e516c7 | Clause:
The Lenders agree to indemnify the Agent (to the extent not reimbursed by the Borrower and without limiting its obligation to do so), ratably according to the respective principal amounts of the Advances then owed to each of them (or if no Advances are at the time outstanding, ratably according to the respectiv... | Label: Indemnifications |
ae39ba7c-805d-4203-b31c-ec6686ef9d36 | Clause:
Each of the representations and warranties of the Company set forth in this Agreement is true and correct at and as of the date of execution of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, App... | Label: Warranties |
ecca590b-9f73-4255-a9b7-635ff646171a | Clause:
Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in the same manner as the notice provisions of the Purchase Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments... | Label: Notices |
82f3b942-36da-46db-8ca7-d4e012b5c293 | 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 10.03 . Delivery of an executed signat... | Label: Counterparts |
81a7000e-b3c4-422f-940f-46cafc8178e9 | Clause:
All corporate action on the part of the Company, its officers, directors and stockholders necessary for the authorization, execution, delivery and performance of this Agreement, the authorization, sale, issuance and delivery of the Note Conversion Shares and the performance of all of the Company’s obligations h... | Label: Authorizations |
86b1645f-4f97-4315-8d9d-7739254a1a33 | Clause:
The Company shall pay on the Closing Date all expenses incident to the performance of the obligations of the Company under this Agreement, including, but not limited to: (a) all filing fees and communication expenses relating to the registration of the Securities with the SEC; (b) reserved; (c) all fees and exp... | Label: Fees |
3143077b-e83c-45fe-9a80-5720c6521528 | Clause:
This Agreement sets forth the entire agreement of the parties hereto in respect of the subject matter contained herein, and, except as expressly set forth in Section 5(b) above, supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or wri... | Label: Entire Agreements |
e9075ecf-9ab9-427e-8b9c-828a80e4641b | Clause:
This Agreement has been delivered to Lender and accepted by Lender in the State of Minnesota. If there is a lawsuit, Grantor agrees upon Lender's require to submit to the jurisdiction of the courts of Lyon County, the State of Minnesota. This Agreement shall be governed by and construed in accordance with the... | Label: Applicable Laws |
de05c3d0-05dd-477b-924b-c1b660602f91 | Clause:
This Guaranty represents the entire agreement and understanding of this parties concerning the subject matter hereof, and supersedes all other prior agreements, understandings, negotiations and discussions, representations, warranties, commitments, proposals, offers and contracts concerning the subject matter h... | Label: Entire Agreements |
64df805a-be44-4fdc-9f3f-dcf7d0616121 | Clause:
Employee agrees that in the event of any breach or threatened breach by him of any covenant, obligation or other provision contained in the Agreement, each party shall be entitled (in addition to any other remedy that may be available to it) to (i) a decree or order of specific performance or mandamus to enforc... | Label: Specific Performance |
555ed6f2-14d7-4743-aa23-936f3775194d | Clause:
The Company has not issued any capital stock since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee stock options under the Company’s stock option plans and the issuance of shares of Common Stock to employees pursuant to the Company’s employee stock... | Label: Capitalization |
c3ee4587-5b30-4c7a-8b0a-629ea1ddb04c | Clause:
Other than to other Persons party to this Agreement, Investor has maintained the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreem... | Label: Confidentiality |
175197a4-5077-487b-bdd6-03d058816aef | Clause:
If any disagreement or dispute whatsoever shall arise between the parties concerning, arising out of or relating to this Agreement (including the documents referenced herein) or your employment with CBS, the parties hereto agree that such disagreement or dispute shall be submitted to binding arbitration before ... | Label: Arbitration |
3dedbbf4-f945-48ac-a3a3-86a75b7e4800 | Clause:
The parties to this Agreement agree that, upon (i) the execution and delivery by each of the parties hereto of this Agreement and (ii) satisfaction of the conditions set forth in Section 5.1 , the terms and provisions of the Existing Credit Agreement shall be and hereby are amended, superseded and restated in t... | Label: Amendments |
bddc7483-96a9-49b8-aa08-5557edd68328 | Clause:
The Company further attests and agrees that it will contribute all mandatory properties as required under the ICA and will waive, if necessary, any closing conditions listed in Section 7 of the ICA or elsewhere requiring the Holder to maintain its listing and active trading of its stock on any of the NASDAQ mar... | Label: Waivers |
69db07f1-f38a-45e6-9fe9-c1eaeebdb1b1 | Clause:
Any notice required or permitted to be given or sent under this License Agreement shall be hand delivered or sent by express delivery service or certified or registered mail, postage prepaid, to the Parties at the addresses indicated below.
Task: Classify this clause into ONE of these types (exactly one label)... | Label: Notices |
ea0706b4-e5f4-439a-821f-eacfaee2efce | Clause:
The Warrant Holder is either an individual or an entity duly organized, validly existing under, and by virtue of, the laws of the jurisdiction of its incorporation or formation, and is in good standing under such laws.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreeme... | Label: Organizations |
f379e5c4-a190-4da4-9aad-7e5b1d798bdf | Clause:
Other than the litigation disclosed in the Company’s most recent SEC Reports (as defined below), no litigation or governmental proceeding is pending or threatened against the Company which may have a materially adverse effect on the financial condition, operations or prospects of the Company, and to the knowled... | Label: Litigations |
11f85591-ae34-4214-aa5b-5f21637a63f1 | Clause:
Each of Parent and Merger Sub has full power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. Each of Parent and Merger Sub has duly and validly executed and delivered this Agreement and, assuming due authorization, execution and delivery by th... | Label: Authorizations |
7c09ba20-86f6-4c52-b1b0-8fbbab16040c | Clause:
Without limiting the remedies available to the Company and any Related Company, you acknowledges that a breach of any of the covenants contained in Sections 5, 6, and 7 herein could result in irreparable injury to the Company and, as applicable, a Related Company, for which there might be no adequate remedy at ... | Label: Remedies |
dc716f29-f900-4b96-ae94-c0ed57869f51 | Clause:
During the Term, Executive shall be entitled to participate in such group life, health, accident, disability or hospitalization insurance plans, retirement plans, and any other plan as the Company may make available to its other similarly situated employees as a group, subject to the terms and conditions of any... | Label: Benefits |
2df21e04-9260-497f-865f-3dfc22d2c196 | Clause:
In the event of any dispute or claim relating to or arising out of the employment relationship between Executive and Company or the termination of that relationship (including, but not limited to, any claims of breach of contract, wrongful termination or age, sex, race, disability or other discrimination), Exec... | Label: Arbitration |
8ea393e0-9ccf-424c-bd03-e4bd1bd5ddbd | Clause:
The execution and delivery by such Person of this Amendment, and the performance of each of its obligations under this Amendment and the Agreement, as amended hereby, are within each of its organizational powers and have been duly authorized by all necessary organizational action on its part. This Amendment an... | Label: Enforceability |
20ed6b22-5029-44b6-9885-a2537431526d | Clause:
This Agreement shall not be assignable by the Executive. The Company shall require any successor (whether direct or indirect, by purchase, merger, consolidation, reorganization or otherwise) to all or substantially all of the business or assets of the Company, within fifteen (15) days of such succession, expres... | Label: Assignments |
4be051bc-aa9c-4593-b16b-f34816489613 | Clause:
Other than its holding of 100% of the issued and outstanding shares of Altimmune U.K. Ltd, and Altimmune France S.A., the Company does not currently own or control, directly or indirectly, any interest in any other corporation, partnership, trust, joint venture, limited liability company, association, or other ... | Label: Subsidiaries |
f400a765-a13b-4218-b9e5-dcd1c8c9297c | Clause:
On a Property by Property basis, the Partnership shall be entitled to deduct and withhold from the consideration payable pursuant to this Agreement on account of that Property to any recipient of the OP Units or the Cash Consideration pursuant to this Agreement, such amounts as the Partnership is required to de... | Label: Withholdings |
df592c27-9042-4de5-aad9-7fa557070a92 | Clause:
Upon the terms and subject to the satisfaction or waiver of the conditions set forth in, and in accordance with, this Agreement, at the Closing, Seller shall sell, transfer, convey, assign and deliver to Buyer, and Buyer shall purchase and acquire from Seller, all of Seller’s right, title and interest in and to... | Label: Sales |
0b954341-e70b-4432-8445-c87c10435fa2 | Clause:
This Amendment, together with the Credit Agreement and the other Loan Documents, is the entire agreement between the parties hereto with respect to the subject matter hereof. This Amendment supersedes all prior and contemporaneous oral and written agreements and discussions with respect to the subject matter h... | Label: Entire Agreements |
4ab330b1-b454-4dee-bd19-dabfb2a32348 | Clause:
Each person who is or has been a member of the Committee or who otherwise participates in the administration or operation of this Plan shall be indemnified by the Company against, and held harmless from, any loss, cost, liability or expense that may be imposed upon or incurred by him or her in connection with o... | Label: Indemnifications |
51810434-eef2-4dae-8fd2-8ee4a7c4c6e9 | Clause:
Each party shall be solely responsible for all costs and expenses incurred by it in connection with the negotiation, preparation and performance of and compliance with the terms of this Agreement. Any transfer taxes that may be applicable to the transfer of the Publishing Assets hereunder shall be paid one-half... | Label: Expenses |
67906736-1b20-4bbc-87ba-f910472be172 | Clause:
During the term of this Agreement, the Founder shall be employed by the Employer and shall serve as Director of Finance and Investor Relations . The Founder shall serve in such offices or positions with the Employer or any subsidiary of the Employer and such substitute or further offices or positions of substan... | Label: Duties |
8291b53d-53cb-41df-b3b4-ca6a98d9642a | Clause:
The Parties acknowledge and agree that irreparable damage would occur in the event that any of the provisions of this Escrow Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties shall be entitled to an injuction or injunctions... | Label: Consent To Jurisdiction |
e5b7b345-2d0b-4230-b47b-405e1992fbcf | Clause:
The Company may at any time or from time to time modify or amend any or all of the provisions of the Plan, or stop future deferrals to the Plan, provided that, except as expressly provided with respect to a termination of the Plan, no such amendment shall reduce a Participant’s Account balance or change existin... | Label: Amendments |
09afb91c-1971-4a42-9f66-8696e134c8f2 | 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 SUCH STATE, EXCLUDING CHOICE OF LAW PRINCIPLES OF THE LAW OF SUCH STATE THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN SUCH ST... | Label: Governing Laws |
b58b8739-8a29-43b9-81c8-db6ee1ee6d6a | Clause:
This BAA may be executed in two or more counterparts, each of which will be deemed an original and all of which taken together will be deemed to constitute one and the same document. The parties may sign and deliver this BAA by electronic transmission.
Task: Classify this clause into ONE of these types (exactl... | Label: Counterparts |
2b959cc1-d490-4343-9f7a-3a9842a64c1f | Clause:
The Borrowers shall reimburse the Agent and the L/C Lenders for all reasonable and documented out-of-pocket expenses incurred in connection herewith, including, without limitation, reasonable attorneys’ fees.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amend... | Label: Expenses |
e97900e2-8203-4eba-b29d-ac1d24ef076b | Clause:
The Plan shall be binding upon and inure to the benefit of the Company, its legal successors and its permitted assigns.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assign... | Label: Successors |
d32cb5dd-2c47-45d2-83e0-934d16f8ee26 | Clause:
This Agreement shall be binding upon and inure to the benefit of SINHA, ALEXION, and their respective heirs, representatives, executors, administrators, successors, insurers, and assigns, and shall inure to the benefit of each and all of the released parties.
Task: Classify this clause into ONE of these types ... | Label: Successors |
2d9f2b10-0be9-4779-b241-b116fa4ce9c8 | Clause:
Unless otherwise specified herein, each capitalized term shall have the meaning assigned to it in the Agreement and each reference to a Section or Article shall refer to the corresponding Section or Article in the Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, A... | Label: Definitions |
16f8ab94-ba08-4276-b654-9507cce011c6 | Clause:
This Agreement may be executed in counterparts (including by facsimile or electronic .pdf submission), each of which shall be deemed an original, and all of which shall constitute one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and deli... | Label: Counterparts |
7a01e15d-fe44-4ee7-b5ac-37f0f82710ad | Clause:
HealthWarehouse.com agrees to pay the Commonwealth of Kentucky any unpaid sales taxes for the year 2012 and remove the Plaintiff's name as the responsible party. The parties agree that Plaintiff is not responsible to pay those sales taxes or any other HealthWarehouse.com taxes.
Task: Classify this clause into... | Label: Taxes |
e28b0a16-75fa-48e2-87c1-be59df47c580 | Clause:
Since October 31, 2014, the Company has filed all SEC Reports on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requ... | Label: Financial Statements |
3ae2678c-1d61-4184-8cf9-72312a5d9395 | Clause:
Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural Person, a Defaulting Lender or ADI or any of ADI’s Affiliates or Subsidiaries) (each, a “ Participant ”) in all or a portion of such Lender’s rights... | Label: Participations |
624fa094-bf5f-40b8-831d-b7afc8a1b5b8 | Clause:
Company hereby covenants and agrees to, not later than then Merger Closing Date (as defined in the Note), use $1,000,000.00 of the Purchase Price to reduce Company’s outstanding obligations (the “ Hercules Debt ”) under that certain Loan and Security Agreement (the “ Hercules Loan Agreement ”) between Company a... | Label: Use Of Proceeds |
ee120be9-6037-4504-83ce-0df6bfef13b4 | Clause:
The Company will indemnify and hold harmless each Subscriber and, where applicable, its directors, officers, employees, agents, advisors and shareholders (each, an “ Indemnitee ”, from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees,... | Label: Indemnifications |
31b46c41-9d6b-4240-b2ea-eb5d730706b6 | Clause:
This Guaranty Agreement, each Joinder Agreement and the terms, covenants and conditions hereof and thereof, shall be binding upon and inure to the benefit of the parties hereto and thereto, and to their respective heirs, legal representatives, successors and assigns; provided , however , that no Guarantor shall... | Label: Assignments |
b1553519-782b-4de1-81a7-2af758300b55 | Clause:
Each Credit Party shall indemnify Agent, each Lender, GSO, each GSO Entity and each of their respective officers, directors, Affiliates, attorneys, employees and agents from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses and disbursements... | Label: Indemnity |
7bc490d4-0fdf-401d-9c39-b9ce933fcd46 | Clause:
This Agreement may be executed in any number of counterparts, each of which shall, for all purposes, constitute an original and all of which, taken together, shall constitute one and the same Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments,... | Label: Counterparts |
0820e7b5-2d90-4016-8f8d-7f08759257ce | Clause:
As a condition precedent to Indemnitee’s right to be indemnified under this Agreement, Indemnitee shall give the Company notice in writing as soon as practicable of any claim made against Indemnitee for which indemnification will or could be sought under this Agreement. Notice to the Company shall be directed t... | Label: Notices |
136bbca3-daff-4028-90e4-aba65d6f6da1 | Clause:
This Seventh Amendment shall be governed by and construed and enforced in accordance with the laws of the State of California.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments,... | Label: Governing Laws |
a9de4e7f-a06c-4c69-8d5f-8aeab1562f9a | Clause:
This Agreement shall create a continuing security interest in the Collateral and shall be binding upon the respective heirs, legal representatives, successors and assigns of Pledgors and shall inure to the benefit of and be enforceable by Secured Parties and their successors and assigns; provided, however that ... | Label: Miscellaneous |
d48ad89d-750f-44a6-8b9b-2ae0af7eea01 | Clause:
Capitalized terms used and not otherwise defined herein shall have the meanings provided in the Security Agreement and, to the extent not defined therein, the meanings provided in the Credit Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, ... | Label: Definitions |
7603c67e-4bc9-40ab-9e42-5bafdb091bf1 | Clause:
Any Borrower shall fail to pay: (i) as and when due and in the currency required hereunder (whether by scheduled maturity, mandatory prepayment, acceleration or otherwise) any amount of principal of any Loan or any L/C Obligation; (ii) within three Business Days of when due (whether by scheduled maturity, manda... | Label: Payments |
dbba4ca1-d2a6-4c2b-bf74-b189c4486b61 | Clause:
From the Effective Date until the Closing or earlier termination of this Agreement, Seller shall not intentionally through any act or omission create any Title Exception which materially or adversely affects any portion of the Property.
Task: Classify this clause into ONE of these types (exactly one label):
Ad... | Label: Titles |
2d800d17-6369-4854-bfb9-798289a3507f | Clause:
Borrower has obtained (or has caused Owner to obtain) and has delivered to Lender certificates of insurance for the Policies, and upon request will deliver certified copies of all of the Policies, with all premiums prepaid thereunder, reflecting the insurance coverages, amounts and other requirements set forth ... | Label: Insurances |
a65e439c-0dd4-4994-8c2e-42e7cc3c6e16 | Clause:
No Service Provider will have the right to be selected to receive an Award or, having been so selected, to be selected to receive any future Award.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbi... | Label: Participations |
8f72ec7f-4c5c-470b-899f-e7668cb5b694 | Clause:
This Agreement shall be governed by and construed and enforced in accordance with the laws of the Commonwealth of Pennsylvania applicable to agreements made and entirely to be performed within such jurisdiction.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Am... | Label: Governing Laws |
f892e5fc-c0f4-4431-8570-1714918cfd06 | Clause:
On the Closing (as defined in Section 2.1 below), the Company shall authorize the issuance and shall issue ___________________ shares of Common Stock (the “Shares”) par value $0.001 per share to the Purchaser at a purchase price of Nine and Twenty Two One Hundredths of a Cent ($0.0922) per Share for an aggregat... | Label: Authorizations |
46e7233f-e63c-42bc-bf82-45f3c7a99c9c | Clause:
Except as required under applicable law, the obligation of the Company to make payments (other than Base Salary earned by the Executive prior to his separation from employment and payment for any unreimbursed business expenses) and to provide other benefits to the Executive after his termination of employment u... | Label: Benefits |
65f8db15-1e9e-471b-b035-7b249b3dac01 | Clause:
This Agreement shall in all respects be construed in accordance with and governed by the substantive laws of the State of Texas, without reference to its conflicts of law rules. Any right to trial by jury with respect to any action or proceeding arising in connection with this Agreement is hereby waived by the ... | Label: Governing Laws |
98b3643a-fc1a-44e3-b582-00174596d147 | Clause:
Subject to the terms and conditions hereof, the Closing shall take place remotely via electronic exchange of documents and signatures on the first Business Day on which the conditions set forth in Section 6.01 shall have been satisfied or waived (other than those conditions that are by their terms to be satisf... | Label: Closings |
59653c68-eae0-4119-84e0-47f15ef963f9 | Clause:
This Trademark Security Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Trademark Security Agreement by signing and delivering one or more counterparts. Delivery of any executed counterpart of a signature p... | Label: Counterparts |
bdd93c64-af1f-4c9e-ba9d-14750aa580dc | Clause:
The provisions of this Nonqualified Plan I shall be interpreted and enforced in accordance with the laws of the State of Minnesota, except to the extent preempted by federal law.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, A... | Label: Governing Laws |
6dc07b40-8807-425b-8dc0-33634cfdcfa5 | Clause:
No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Buyer or any affiliate of Buyer.
Task: Classify this clause into ONE of these types (exactl... | Label: Brokers |
635e6ea8-d338-4ca9-8431-c588e8bbecd8 | Clause:
All notices required or permitted under this Agreement shall be in writing and shall be delivered personally or by mailing the same by registered or certified mail postage prepaid, to the other party. Notice given by mail as below set out shall be deemed delivered at the time and on the date the same is postma... | Label: Notices |
61c250aa-ffe9-4684-ac43-45904d3a1ad3 | Clause:
This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts (including by telecopy), and all of such counterparts taken together shall be deemed to constitute one and the same instrument. A set of the copies of this Agreement signed by all the parties s... | Label: Counterparts |
48983865-b4fb-4469-ac84-dbf5d4fe560f | Clause:
The Credit Parties hereby indemnify each of the Lenders against any loss or expense (including any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain a LIBOR Rate Loan or from fees payable to terminate the deposits from which such funds were obtained) which may aris... | Label: Indemnity |
f6849b3e-0195-4ccf-a4a5-c1d543677ec5 | Clause:
This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one in the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Ap... | Label: Counterparts |
26f04ee8-1a79-4f9a-947a-b728b7060e36 | Clause:
This Agreement, including the Exhibits and Schedules hereto, constitutes the entire agreement of the Parties with respect to the subject matter of this Agreement, and supersedes all other prior negotiations, agreements, representations, warranties, term sheets, proposals, and understandings, whether written, or... | Label: Entire Agreements |
70171a54-6e51-4ba1-b80d-91303bfe84e6 | Clause:
Bank and Patriot are and have been in compliance in all material respects with, are not in violation of, and, have not received any written notice alleging any violation with respect to, any Law with respect to the conduct of their businesses, or the ownership or operation of their respective properties or asse... | Label: Compliance With Laws |
d34ef017-e12f-4d9c-a1a5-d98e9001a4ba | Clause:
The Company has made available to the Purchaser all the information reasonably available to the Company that the Purchaser has requested for deciding whether to acquire the Shares. No representation or warranty of the Company contained in this Agreement contains any untrue statement of a material fact or omits ... | Label: Disclosures |
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