id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
659b2d9d-332c-4346-9c96-c4a4b5798cb2 | Clause:
Neither the Company, any of its subsidiaries nor, to the Company’s knowledge, any of the Company’s affiliates (i) is required to register as a “broker” or “dealer” in accordance with the provisions of the Exchange Act or (ii) directly or indirectly through one or more intermediaries, controls or is a “person as... | Label: Brokers |
c2a3be8e-27aa-46d0-ab14-24014e1bc6cc | Clause:
No Default or Event of Default shall have occurred and be continuing on the Amendment No. 2 Effective Date or result from this Amendment becoming effective in accordance with its terms.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption ... | Label: No Defaults |
c87c57c6-22be-4cc6-bcd0-16f34b3215f6 | Clause:
Any and all notices or other communications or deliveries to be provided by the Holders hereunder including, without limitation, any Notice of Exercise, shall be in writing and delivered personally, by facsimile, by e-mail or sent by a nationally recognized overnight courier service, addressed to the Company, a... | Label: Notices |
0c652917-1820-48d1-a25c-2835ea6aeeb4 | Clause:
Except as set forth in the SEC Reports, none of the officers or directors of the Company or any Subsidi ary and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently a party to any transaction with the Company or any Subsidiary (other than for services as employee... | Label: Transactions With Affiliates |
5a69d6de-dd80-4fb0-baa6-b9faee1b6ebf | Clause:
Any notices or other communications provided for hereunder may be made by hand, by ce rtified or registered mail, postage prepaid, return r eceipt requested, or by nationally recognized express courier services provided that the same are addressed to the party required to be notified at its address first writte... | Label: Notices |
f72f4c1a-e906-4964-a372-ededd185c59e | Clause:
Licensee on behalf of itself and its sublicensees and subcontractors shall indemnify, hold harmless, and defend Children’s, its Affiliates and its respective officers, directors, employees, representatives, students, agents, and independent contractors (“Children’s Indemnitees”) from and against any and all li... | Label: Indemnity |
202aad28-cb5d-408e-bfa5-4e23d03b19ee | Clause:
Section 1 of this Amendment shall become effective on the date (such date, if any, the “ Amendment No. 1 Effective Date ”) that the Trustee shall have received executed signature pages hereto from each Grantor.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Ame... | Label: Effectiveness |
75a98aed-bbf4-4079-ad21-f4db2ab9e32b | Clause:
If, notwithstanding any reduction described in Section 9(a) hereof (or in the absence of any such reduction), the IRS determines that Executive is liable for the Excise Tax as a result of the receipt of one or more Payments, then Executive shall be obligated to surrender or pay back to the Company, within one-h... | Label: Adjustments |
a5b0b9dd-9273-4954-85b8-2052f82b16ab | Clause:
During Executive’s employment hereunder, the Company shall also provide Executive with the health insurance benefits it generally provides to its other senior management employees. As Executive becomes eligible in accordance with criteria to be adopted by the Company, the Company shall provide Executive with th... | Label: Benefits |
a99601e3-ef86-4900-950e-dc27728b3252 | Clause:
The Lenders, the Arrangers and the Administrative Agent shall have received all fees required to be paid, and all expenses for which invoices have been presented (including the reasonable fees and expenses of legal counsel), on or before the Closing Date.
Task: Classify this clause into ONE of these types (exa... | Label: Fees |
88d22c9b-08ec-40d5-97c3-dee22a5a470c | Clause:
None of the officers or directors of the Company or any Subsidiary and, to the Knowledge of the Company, none of the employees of the Company or any Subsidiary is presently a party to any transaction with the Company or any Subsidiary (other than for services as employees, officers and directors), including any... | Label: Transactions With Affiliates |
e0f4d7e8-8492-48db-acf9-84687771cbff | Clause:
Except as set forth on Schedule 4.6 attached hereto, the Company shall use the net proceeds from the sale of the Securities hereunder for working capital purposes.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws,... | Label: Use Of Proceeds |
711aed26-7cc6-4e80-ab78-eb1f3187c670 | Clause:
The provisions of this Agreement will be construed in a manner consistent with the Plan. In the event of any inconsistency between the terms of the Agreement and the terms of the Plan, the terms of the Plan will control.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agree... | Label: Construction |
5f59060f-4f7e-4c97-a986-8915267f31f5 | Clause:
The Company owns, directly or indirectly, the capital stock or other equity interests of each Subsidiary, in the amounts set forth on Schedule 3.1(a), free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessab... | Label: Subsidiaries |
90d6f0a6-362d-4ce2-9a71-97691860ecb9 | Clause:
This Bill of Sale shall bind and inure to the benefit of the Seller, Purchaser, and their respective successors and assigns.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, A... | Label: Binding Effects |
d349db4a-b911-4090-acec-460388da72d5 | Clause:
The Parties will cooperate reasonably with each other and with their respective Representatives in connection with any steps required to be taken as part of their respective obligations under this Agreement, and will (a) furnish upon reasonable request to each other such further information, (b) execute and del... | Label: General |
15111f95-829d-4208-b20f-b69d088baff6 | Clause:
Wherever possible each provision of this Security Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Security Agreement shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such prohibiti... | Label: Severability |
3c4b2579-eeec-4855-b3f4-2f0abbd7c844 | Clause:
This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, A... | Label: Counterparts |
f43c896f-4c5d-4b83-96ed-90d22180e36e | Clause:
The Committee will have all powers necessary to administer the Plan, including the power to construe and interpret the Plan document; to decide all questions relating to an individual’s eligibility to participate in the Plan; to determine the amount, manner and timing of any distribution of benefits under the P... | Label: Powers |
d1255186-64f0-4d7f-92ef-b792b81bec45 | Clause:
Throughout and after the Contract Period, Executive will not disclose, divulge, discuss, copy, or otherwise use or suffer to be used in any manner, in competition with, or contrary to the interests of, DDR, any confidential information relating to DDR’s operations, properties, or otherwise to its particular bus... | Label: Confidentiality |
901db84a-9560-478b-ac9e-2f29d3a945aa | Clause:
Employee hereby acknowledges and agrees that (i) in the course of his service as an officer of the Bank and the Company, he will gain substantial knowledge of and familiarity with the Bank’s and the Company’s customers and their dealings with such customers, and other information concerning the Bank’s and the C... | Label: Confidentiality |
e743b68a-2cf2-4400-8f3e-de35a907935a | Clause:
This Amendment shall be construed in accordance with and governed by the law of the State of Oklahoma.
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: Governing Laws |
ff5eee54-7490-4c02-a4da-923c8966df4b | Clause:
Except as set forth in the Memorandum or the SEC Reports, the Company knows of no pending or threatened legal or governmental proceedings against the Company or any Subsidiary which could materially adversely affect the business, property, financial condition or operations of the Company and its Subsidiaries, t... | Label: Litigations |
5f67899d-9f93-43e2-9c76-f6e38542e071 | Clause:
The proceeds of the Advances will be used by the Borrower for the purposes described in Section 6.6 . No Credit Party nor any Subsidiary thereof is engaged principally or as one of its activities in the business of extending credit for the purpose of “purchasing” or “carrying” any “margin stock” (as each such ... | Label: Use Of Proceeds |
a3f9c629-389b-44b9-9ac3-d6458b6c5239 | Clause:
No brokers or finders have acted for Seller in connection with this Agreement or the transactions contemplated hereby and no broker or finders are entitled to any brokerage fee, finder’s fee or commission in respect thereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, A... | Label: Brokers |
068c647c-df79-44e7-9f4f-bd54181e5a75 | Clause:
During the Employment Period, the Executive shall serve as President, Drainage Pipe & Products of the Company and shall report directly to the Company's Chief Executive Officer. During the Employment Period, the Executive shall also serve in such other capacities as may be reasonably requested from time to time... | Label: Positions |
b6debdaf-d2ea-4cdb-9354-0bedcc96af8f | Clause:
The Agreement, RSUs and all related documentation and matters shall be construed in accordance with and governed by the laws of the State of California (without giving effect to principles of conflicts of laws thereof) and applicable Federal law.
Task: Classify this clause into ONE of these types (exactly one ... | Label: Governing Laws |
a432736a-e1fc-418b-8cf4-1bb307198406 | Clause:
Each party will consult with the other before issuing, and provide each other the opportunity to review, comment upon and concur with and use reasonable efforts to agree on, any press release or other public statement with respect to the transactions contemplated by this Agreement, and shall not issue any such ... | Label: Publicity |
78bbf9a6-0755-473d-a0f4-b7f9293ff6b0 | Clause:
As of the Closing Date, the Loan Parties are (on a consolidated basis), and after giving effect to the Refinancing will be, Solvent.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assign... | Label: Solvency |
1ad3596d-8604-4a2c-8290-3add47eb1d22 | Clause:
TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, A... | Label: Waiver Of Jury Trials |
694a55d3-9f81-4a6d-aac5-24e1a78f5ff4 | Clause:
No Shares will be delivered to the Grantee or other person pursuant to the exercise of the Option until the Grantee or other person has made arrangements acceptable to the Administrator for the satisfaction of applicable income tax and employment tax withholding obligations, including, without limitation, such ... | Label: Taxes |
f074e135-5210-4f8f-889b-9324ea777fe2 | Clause:
For the purposes of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when (i) delivered by hand, (ii) otherwise delivered against receipt therefore, or (iii) sent by overnight courier, signature required. In addi... | Label: Notices |
40070525-8418-43a4-b2da-0b788e76f574 | Clause:
THE COMPANY AND HOLDER HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT EITHER MAY HAVE TO TRIAL BY JURY IN RESPECT TO ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS NOTE AND ANY AGREEMENT CONTEMPLATED TO BE EXECUTED IN CONJUNCTION HEREWITH, OR ANY COURSE OF COND... | Label: Waiver Of Jury Trials |
d7ff7396-f087-41df-a6f0-31482873dd4c | Clause:
This Agreement is being entered into by and among competent and sophisticated parties who are experienced in business matters. Therefore, any language in this Agreement deemed to be ambiguous by a court of law will not be construed against any particular party as the drafter of the language.
Task: Classify thi... | Label: Interpretations |
b8e791b1-d35d-4ea2-911b-bb166a9ae676 | Clause:
This Agreement has been, and each other Loan Document to which any Loan Party is a party, when delivered hereunder, will have been, duly executed and delivered by such Person that is party thereto. This Agreement constitutes, and each other Loan Document to which any Loan Party is a party when so delivered will... | Label: Binding Effects |
1e91f70f-6919-4ddb-a1fd-4052ea722267 | Clause:
The Executive shall, during the Employment Period, be entitled to the number of weeks of paid vacation per full calendar year as set forth in the Employer’s then current vacation policy. Vacation time may not be carried over.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, ... | Label: Vacations |
88feeddc-bfb1-4bc1-966c-819ab9c09aa9 | Clause:
For purposes of this Section 2.17 , the term “Lender” shall include any Issuing Bank and the term “applicable law” shall include FATCA.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Ass... | Label: Defined Terms |
d375efa6-aa93-400f-b87a-c4992002793f | Clause:
Each party to this Agreement shall hold, and shall cause its respective directors, officers, Affiliates, employees, agents, consultants and advisors to hold, in strict confidence, except to the extent necessary to discharge obligations pursuant to Section 5.2 or unless compelled to disclose by judicial or admin... | Label: Confidentiality |
0de50f16-568c-4faa-a505-d6378a26842e | Clause:
Each party’s obligations under this Section 5.10 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under the Loan Documents.
... | Label: Survival |
2d00002a-bba3-4b1c-8e06-8dc53f7f6d08 | Clause:
If Executive dies while employed by the Company, the Company shall pay to Executive’s executor, legal representative, administrator or designated beneficiary, as applicable, (i) any amounts earned, accrued and owing but not yet paid under Section 1 and any benefits accrued and earned under the Company’s benefit... | Label: Death |
463bbc03-983e-4782-a581-81b158ae7e57 | Clause:
Neither this Agreement nor any of the rights, interests, or obligations under this Agreement shall be assigned, in whole or in part, by operation of law or otherwise by any of the Parties without the prior written consent of the other Parties. Subject to the preceding sentence, this Agreement will be binding up... | Label: Assignments |
78ea9de7-6dae-4211-9267-1014a1c358b3 | Clause:
Each Borrower will, and will cause each of its Subsidiaries to, (i) maintain adequate books, accounts and records, in which full, true and correct entries shall be made of all financial transactions in relation to its business and properties, and prepare all financial statements required under this Agreement, i... | Label: Records |
72a95c39-5717-45a8-bbf5-92efc3a396f9 | Clause:
The Borrower and the Guarantors shall execute and deliver to the Agent and the Lenders such additional documents, instruments, certifications and opinions as the Agent may reasonably require (including, without limitation, in the case of the Borrower, a Compliance Certificate, demonstrating compliance with all ... | Label: Expenses |
032d1ace-402c-4586-a740-1086074e970d | Clause:
In the event of a Change in Control and the loss of your Directorship, the restrictions applicable to any shares of Stock covered by this Award shall lapse, and such shares of Stock shall become free of all restrictions and become fully vested and transferable.
Task: Classify this clause into ONE of these type... | Label: Change In Control |
d6c17913-9b21-4cbd-a2d2-a654ff06c1f7 | Clause:
Cardinal will notify PGT if Cardinal intends to implement a modification of any of the Specifications of the Products or the manufacturing processes for the Products, which reasonably could be expected to change the such Specifications (collectively, “Modifications”). With respect to Products covered by accepte... | Label: Modifications |
ff9b6e6c-0d7f-4260-be0d-2e7d73ee9a33 | Clause:
(A) Seller or an ERISA Affiliate shall engage in any “prohibited transaction” (as defined in Section 406 of ERISA or Section 4975 of the Code) involving any Plan that is not exempt from such Sections of ERISA and the Internal Revenue Code, (B) any material “accumulated funding deficiency” (as defined in Section... | Label: Erisa |
7e0524f7-24bb-4486-9133-e1ccf857778b | Clause:
Upon vesting of any portion of the Award, the Participant or other person entitled to receive the Award may irrevocably elect, in such manner and at such time or times prior to any applicable tax date as may be permitted or required under Section 8.8 of the Plan and rules established by the Administrator, to ha... | Label: Tax Withholdings |
5bdf16e9-a21a-450d-b99d-6a26e73a37a6 | Clause:
The Executive further agrees that, subject to reimbursement of his reasonable expenses, he will cooperate fully with the Company and its Affiliates with respect to any matter (including litigation, investigations or governmental proceedings) in which the Executive was in any way involved during his employment w... | Label: Cooperation |
c45c2000-9da8-489f-ad8e-021061a0fa29 | Clause:
Superior shall have the right to assign or transfer this Agreement and its obligations hereunder (including, but not limited to, those related to payments to Executive) to any successor-in-interest of Superior by way of sale, merger, consolidation, reorganization, restructuring, or the acquisition of substantia... | Label: Assignments |
f1e0d50e-af2d-409a-abbb-46101e32514e | Clause:
From August 2, 2016 until September 16, 2016, Company provided due diligence material (the “Company Due Diligence Material”) to Buyer, and answered questions from Buyer with regard to that material. Company represents and warrants that, other than as listed on Schedule 3.1 , there have been no material changes ... | Label: General |
a88764f7-0163-4281-8ea8-971dd9a4b0f6 | Clause:
This Agreement (including the Confidential Disclosure Letter), together with the Purchase Agreement and any agreements required by the Purchase Agreement, constitute the entire agreement, and supersede all prior written agreements, arrangements, communications and understandings and all prior and contemporaneou... | Label: Entire Agreements |
0b88d06a-7be5-4658-96df-74e6bd028674 | Clause:
None of the provisions of this Guaranty shall be limited to any particular period of time, but rather all such provisions shall continue absolutely, unconditionally and irrevocably for one year and one day after the Obligations are paid and performed in full. Time is of the essence hereof.
Task: Classify this... | Label: Survival |
4edd9ff5-ccb7-42a9-a9cc-dfa1c850a7d1 | Clause:
This Agreement shall be binding upon and inure to the benefit of the successors and assignees of the parties.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authori... | Label: Binding Effects |
91acee21-70fe-4b23-a804-b73641504380 | Clause:
There are no actions, suits, investigations or proceedings pending or actually known to be threatened in writing against or to the knowledge of the Company affecting the Company or any of its Subsidiaries, or any properties or rights of the Company or any of its Subsidiaries, by or before any Governmental Agenc... | Label: Litigations |
b396f093-6276-4a3f-82a8-bc7dfd97c7df | Clause:
The Employer will comply with all applicable withholding tax laws, and will be entitled to take any action necessary to effectuate such compliance. The Company may withhold a portion of the Common Stock to which the Employee or beneficiary otherwise would be entitled equivalent in value to the taxes required to... | Label: Withholdings |
96f398b5-91fa-46a3-b825-132d5a945736 | Clause:
In addition to any rights Executive may have under the Company's charter or by-laws, the Company agrees to indemnify Executive and hold Executive harmless, both during the Term and thereafter, against all costs, expenses (including, without limitation, fines, excise taxes and attorneys' and accountants’ fees) a... | Label: Indemnifications |
9ac00c7e-f6e3-44d1-9acb-e0f1ec841363 | Clause:
Notwithstanding any other provision of this Agreement to the contrary, you acknowledge and agree that any payments to which you may become entitled under paragraph 13(b) are conditional upon and subject to your (a) execution of a general release and covenant not to sue in a form reasonably acceptable to the Com... | Label: Releases |
c899bc76-36a5-45c5-b765-0579c2d2a9c7 | Clause:
If any section, subsection or provision hereof is found for any reason whatsoever to be invalid or inoperative, that section, subsection or provision shall be deemed severable and shall not affect the force and validity of any other provision of this Agreement. If any covenant herein is determined by a court to... | Label: Severability |
712c409a-37c2-4779-a0cf-7fde838ea65e | Clause:
The Borrower will, and will cause each Subsidiary to, maintain, with financially sound and reputable insurance companies, insurance (i) in such amounts and against such risks as are customarily maintained by companies of similar size engaged in the same or similar businesses operating in the same or similar loc... | Label: Insurances |
f18263fd-7cb1-49d7-861b-eb70d860760a | Clause:
The Settlement Documents are governed under the provisions of the following Sections of the License Agreement: 5 (Confidentiality); 10.1 and 10.2 (Notice); 10.3 (Assignment); 10.4 (Amendment); 10.5 (Public Announcement); 10.6 (Merger and Integration); 10.7 (Governing Law); 10.8 (Agreement Costs); 10.9 (Counterp... | Label: Miscellaneous |
b2af2213-0aa1-4f3a-9be9-18e2eb2c36be | Clause:
The execution, delivery and performance by such Investor of the Transaction Documents and the consummation by such Investor of the transactions contemplated hereby and thereby will not (i) result in a violation of the organizational documents of such Investor or (ii) conflict with, or constitute a default (or a... | Label: No Conflicts |
84743461-2c5f-41f1-93f2-4301e54cc4cf | Clause:
(a) The Borrower will use the proceeds of the Loan only as provided in Section 6.10.
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 ... | Label: Use Of Proceeds |
07235b8d-4317-44b6-9723-a0467299a19f | Clause:
Pursuant to Section 11.01 of the Credit Agreement and subject to the terms and conditions hereof, the Administrative Agent and the Required Lenders hereby waive any Events of Default that have occurred prior to the date hereof as a result of Investments made by Foreign Subsidiaries in foreign financial products... | Label: Waivers |
ddfb20f6-d8c3-4874-bc96-62253efa3e71 | Clause:
This Note shall be governed by and construed in accordance with the laws of the State of Nevada without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Note shall be brought only in the state and/or federal courts o... | Label: Governing Laws |
bc03c4f2-638c-4de7-896e-8184dd0bf629 | Clause:
The Headings of this License Agreement are solely for the convenience of reference and shall not affect its interpretation.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, As... | Label: Headings |
aaa14743-2528-454b-a4cf-98ac2669ec28 | Clause:
The Borrower will not use, and, to the knowledge of the Borrower, the respective directors, officers, employees and agents of the Borrower and its Subsidiaries and Unrestricted Subsidiaries shall not use, the proceeds of any Loan or Letter of Credit (a) in furtherance of an offer, payment, promise to pay, or au... | Label: Use Of Proceeds |
bfda1258-72d5-464a-a316-e48db23cc86e | Clause:
The Receiver hereby represents and warrants that as of the Effective Date: (a) subject to the entry of the Preliminary Approval Order and Bar Order, he has the power and authority to bind the applicable Receivership Entities to the terms of this Agreement or otherwise has been duly authorized to execute and del... | Label: Representations |
e1a1c2d6-0837-40da-b2ae-936c98438526 | Clause:
Notwithstanding any other provision of this Agreement to the contrary, the Company is authorized to amend this Agreement, to void or amend any election made by the Participant under this Agreement and/or to delay the payment of any monies and/or provision of any benefits in such manner as may be determined by t... | Label: Indemnifications |
255a3ba9-51a9-4419-a7bc-b75cd583e5e2 | Clause:
This Agreement is the product of negotiations among the Parties, and the enforcement or interpretation of this Agreement is to be interpreted in a neutral manner; and any presumption with regard to interpretation for or against any Party by reason of that Party having drafted or caused to be drafted this Agreem... | Label: Interpretations |
a5e6a220-94b7-48d9-a753-06ca121cb45e | Clause:
During the Employment Term, the Executive shall devote substantially all of his business time and attention to the performance of the Executive’s duties hereunder and will not engage in any other business, profession or occupation for compensation or otherwise which would conflict or interfere with the performa... | Label: Duties |
64ff2d10-a717-441a-ae1a-4eb8e1229429 | Clause:
The issuance and transfer of any shares of common stock shall be subject to compliance by the Company and the Grantee with all applicable requirements of securities laws and with all applicable requirements of any stock exchange on which the shares may be listed at the time of such issuance or transfer. The Gra... | Label: Compliance With Laws |
107b2e8b-fa82-40c8-a9a2-e52ac45da69c | Clause:
Each of the Company and its Restricted Subsidiaries is (i) duly and properly incorporated or organized, as the case may be, (ii) validly existing, (iii) (to the extent such concept applies to such entity) in good standing under the laws of its jurisdiction of incorporation or organization and (iv) has all requi... | Label: Existence |
d837914b-f3ca-4dd4-855d-43ffd8daef30 | Clause:
Seller shall pay any amount due Jones Lang LaSalle (the “Broker”) pursuant to a separate agreement between Seller and the Broker. Except for the Broker, neither Party has used the service of a real estate agent or broker in connection with this transaction. If a third party institutes legal action in an effort ... | Label: Costs |
79152866-abde-4a03-ba74-c314fe218e61 | Clause:
No Person will have, as a result of the transactions contemplated by the Transaction Documents, any valid right, interest or claim against or upon the Company, any Subsidiary or the Investor for any commission, fee or other compensation pursuant to any agreement, arrangement or understanding entered into by or ... | Label: Brokers |
3d7bd96c-8e39-4db1-b38b-c13575dd43c5 | Clause:
The laws of the State of Florida shall govern the interpretation and enforcement of this Agreement, without regard to its principles of conflict of law.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals,... | Label: Governing Laws |
ca4aace9-ef10-4f20-9472-73242d76aafc | Clause:
The execution and delivery by Mortgagor of the Loan Instruments and its compliance with the terms and conditions of the Loan Instruments have been duly and validly authorized by all necessary corporate, partnership, membership or other applicable action by Mortgagor and its constituent entities and the Loan Ins... | Label: Authorizations |
85cca2f4-50b1-41d7-a52b-5cfbd5baa8ef | Clause:
This document contains the entire agreement between the Parties and supersedes all prior oral or written agreements, if any, concerning the subject matter hereof or otherwise concerning Employee's employment by the Company. This Agreement may not be changed orally, but only by a written agreement signed by bot... | Label: Entire Agreements |
39bf3cb5-7006-4728-bab3-bcd26829d6ea | Clause:
The term of this Indemnity Agreement shall survive for the full period of all applicable statutes of limitations (giving effect to any waiver, mitigation or extension thereof) plus sixty (60) days (the “ Survival Period ”).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Ag... | Label: Terms |
691c2458-c625-45ce-8612-b661b1a93bf8 | Clause:
With respect to a Participant, a “change in ownership,” a “change in effective control,” or a “change in the ownership of substantial assets” of a corporation as described in Treasury Regulations Section 1.409A-3(i)(5) (which events are collectively referred to herein as “Change in Control events”). Notwithsta... | Label: Change In Control |
203ec61f-1c59-4096-873b-9449ec87fc29 | Clause:
TENANT AND SUBTENANT HEREBY IRREVOCABLY SUBMIT AND CONSENT TO THE NONEXCLUSIVE JURISDICTION AND VENUE OF ANY STATE OR FEDERAL COURT HAVING JURISDICTION OVER LUCAS COUNTY, OHIO OR NEW CASTLE COUNTY, DELAWARE OR ANY COUNTY IN WHICH A FACILITY IS LOCATED, FOR ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY MATTE... | Label: Consent To Jurisdiction |
154ffd54-9ed9-4bc4-a7c7-0a281d79d9df | Clause:
This Note and any claim, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Note and the transactions contemplated hereby shall be governed by the laws of the State of Minnesota, excluding its conflicts of law provisions.
Task: Clas... | Label: Governing Laws |
caf32308-cb14-419e-95d2-fc9b1a84eb5c | Clause:
THIS DEED OF TRUST SHALL BE GOVERNED IN ACCORDANCE WITH THE TERMS AND PROVISIONS OF SECTION 10.3 OF THE LOAN AGREEMENT; PROVIDED THAT ARTICLE 18 AND THE PROVISIONS OF THIS MORTGAGE REGARDING THE CREATION, PERFECTION AND ENFORCEMENT OF THE LIENS AND SECURITY INTERESTS HEREIN GRANTED SHALL BE GOVERNED BY AND CONS... | Label: Governing Laws |
5de08bb8-e08d-42ea-89ab-1e74679cd15b | Clause:
Contractor will maintain appropriate records regarding Contractor’s sale of the services. Contractor will permit the Company reasonable access to such records upon prior written notice to Contractor.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, An... | Label: Records |
137d7153-eac3-4edb-bd40-d6b983a7a656 | Clause:
This Assignment shall remain in effect until the Debt and all other obligations evidenced by the Note or advanced under the Loan Documents are paid in full, or this Assignment is voluntarily released by Lender. Upon payment in full of the Debt and the delivery and recording of a satisfaction or discharge of Sec... | Label: Terms |
a719806e-ad6b-46f3-a8fb-b44b4aa455b4 | Clause:
This Agreement shall be governed by and construed under the laws of the State of New York, USA, excluding its conflicts of law provisions. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.
Task: Classify this clause into ONE of these types (exactl... | Label: Governing Laws |
aba0d2cb-3f69-491d-b72a-6318c83fdf9c | Clause:
Each Credit Party (a) has good and marketable title to, or a valid and subsisting leasehold interest in, all real property, and good title to all personal Property, in each case necessary for its business, and (b) none of the Property owned by the Borrower or a Subsidiary of the Borrower is subject to any Lien ... | Label: Liens |
732fac1a-7ba7-4820-b6fd-6f0600a966ee | Clause:
On the date hereof, Borrower shall pay interest on the Outstanding Principal Balance from and including the Closing Date through and including May 7, 2017 (the “ Initial Interest Period ”). On June 1, 2017, and on each Monthly Payment Date thereafter, up to and including the Maturity Date, Borrower shall make ... | Label: Payments |
5c47e5c1-3e3b-49e3-b4c5-8e12fff6ce1d | Clause:
If the requirements of the Employment Agreement and this Agreement are met, in accordance with their terms, the Company will provide payment in an amount equal to $_____, minus any applicable taxes and withholding, payable as provided in Section 5(d)(2) of the Employment Agreement.
Task: Classify this clause i... | Label: Payments |
7dacbd7f-e697-420e-b33e-7c8be8995882 | Clause:
Except in the ordinary course of the Company’s business, as a patent infringement monetization company, there is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their res... | Label: Litigations |
c4c50e62-2b8d-4e02-af02-4e2fedc95fd3 | Clause:
Borrower and each of its Subsidiaries own, or hold licenses in, all trademarks, trade names, copyrights, patents, and licenses that are necessary and material to the conduct of its business as currently conducted, and attached hereto as Schedule 4.13 is a true, correct, and complete listing of all material trad... | Label: Intellectual Property |
45fa1b39-57f6-4028-835b-66b4661b7e90 | Clause:
The Participant agrees that, prior to the Termination Date and during the Restricted Period (or the Enhanced Restricted Period, as applicable), if the Participant breaches the Non-Solicitation Conditions, the Confidentiality Conditions and/or the POE Agreement, in addition to all rights and remedies available t... | Label: Forfeitures |
bc21efa5-5953-4a07-9a60-7c33ea2358bf | Clause:
Subject to Section 4, the Restricted Stock shall vest, and have the forfeiture restrictions applicable thereto lapse, in three (3) substantially equal installments on each of the first three (3) anniversaries of the Date of Grant (each, a “ Vesting Date ”), subject to the Participant’s continued employment with... | Label: Vesting |
468db55a-141c-4176-a1da-c9e25324dc3b | Clause:
Nothing contained herein shall be deemed to constitute a waiver of compliance with any term or condition contained in the Credit Agreement or any of the other Loan Documents (except as specifically provided for herein) or constitute a course of conduct or dealing among the parties. Except as expressly stated h... | Label: No Waivers |
552dfff8-125e-407a-8783-6f63f55105f5 | Clause:
Each of the Partnership and the Subsidiaries own or possess, or can acquire on reasonable terms, adequate patents, patent rights, licenses, inventions, copyrights, know how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademar... | Label: Intellectual Property |
cb2def75-1c52-4fa0-bd95-553e3af8182c | Clause:
If any portions of this Agreement are void or deemed unenforceable for any reason, the remaining portions shall survive and remain in effect.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitratio... | Label: Severability |
cb700797-fda5-4464-82c1-4eb27b711b3b | Clause:
Except as otherwise permitted under Section 9.13 of the Credit Agreement, without the prior written consent of the Administrative Agent, the Parent shall not file or suffer to be on file, or authorize or permit to be filed or to be on file, in any jurisdiction, any financing statement or like instrument with re... | Label: Liens |
0060b547-0307-48a4-8192-1ad641a69564 | Clause:
The execution, delivery and performance of this Agreement and the Ancillary Agreements have been duly authorized by all necessary action by the Purchaser, and the consummation by the Purchaser of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action. The A... | Label: Authority |
c1e8df3e-71dc-446b-b10f-6b7d1bbf9a73 | Clause:
In connection with Section 5-1401 of the General Obligations Law of the State of New York, this Agreement shall be governed by, and construed in accordance with, the laws of the State of New York without regard to principles of conflicts of law that would result in the application of the substantive law of anot... | Label: Governing Laws |
a0ae7664-347f-49df-9021-0349e263d9e9 | Clause:
The term of the Company commenced as of the date of the filing of the Certificate of Formation in accordance with the Act and shall continue on a perpetual basis unless sooner terminated in connection with the Company’s dissolution under this Agreement or the Act.
Task: Classify this clause into ONE of these t... | Label: Terms |
eb2ed0e7-71a3-4cf3-baf1-6955d6b7e6c3 | Clause:
The interpretation, performance and enforcement of this Agreement shall be governed by the laws of the State of Delaware, without giving effect to any conflict of law provisions thereof, except to the extent Delaware law is preempted by federal law. The obligation of the Company to sell and deliver Stock hereu... | Label: Governing Laws |
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