id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
5832b964-cd03-452b-8e77-d632de934188 | Clause:
(b) Each of Borrower and each SPE Party (if any) is duly formed, organized, validly existing and in good standing with full power and authority to own its assets and conduct its business, and is duly qualified and in good standing in all jurisdictions in which the ownership or lease of its property or the condu... | Label: Organizations |
6e26e309-253c-457b-b07a-614030b12fbc | Clause:
(i) For the purpose of enabling the Secured Parties to exercise rights and remedies under Section 4.05 at such time as the Secured Parties shall be lawfully entitled to exercise such rights and remedies, and for no other purpose, each Grantor hereby grants to Administrative Agent, to the extent assignable, an ... | Label: Intellectual Property |
bb62f5b6-8c1d-4d36-8957-86d3a451081e | Clause:
This Amendment: (a) in no way shall be deemed to be a consent or an agreement on the part of Agent or any Lender to waive any covenant, liability or obligation of Borrower, any Guarantor or any third party or to waive any right, power, or remedy of Agent or any Lender; (b) in no way shall be deemed to imply a w... | Label: No Waivers |
6ffd4019-e356-478d-847a-24353bb77779 | Clause:
The proceeds of the Loans, and the Letters of Credit, shall be used for working capital or other general corporate purposes of the Borrower and its Subsidiaries (including the repayment of indebtedness and the payment of fees and transaction costs as contemplated hereby and as referred to in Sections 2.19 and 2... | Label: Use Of Proceeds |
72845aca-4f76-41e9-a539-5b3f23a1d690 | Clause:
There are no actions, suits, proceedings or investigations pending or, to the knowledge of the Company after reasonable investigation, threatened by or against the Company or affecting the Company or its properties, at Law or in equity, before any court or other governmental agency or instrumentality, domestic ... | Label: Litigations |
7f2a4e3d-535d-47b9-acdf-ad4ac9716e19 | Clause:
Reference is hereby made to the Financing Agreement for a statement of the terms thereof. All terms used in this Agreement which are not otherwise defined herein shall have the same meanings herein as set forth in the Financing Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
... | Label: Definitions |
861bb990-3f71-47fb-9c13-d43f1f8cbc88 | Clause:
Executive shall not at any time make, publish or communicate to any person or entity or in any public forum any defamatory or disparaging remarks, comments or statements concerning the Company (including negative references to the Company’s products, services, policies, directors, officers or employees). In add... | Label: Non-Disparagement |
fc6af463-565b-4fa9-9dea-376a73e7f471 | Clause:
To the extent that any Federal Insurance Contributions Act tax withholding obligations arise in connection with the Award prior to the applicable vesting date, the Administrator shall accelerate the payment of a portion of the Award sufficient to satisfy (but not in excess of) such tax withholding obligations a... | Label: Withholdings |
5c4b2994-10d2-458c-85f3-830a14d94204 | Clause:
The headings of each provision are for descriptive purposes only and shall not be deemed to modify or qualify any of the rights or obligations set forth in each provision. Where the context requires, the singular shall import the plural and the masculine shall import the feminine.
Task: Classify this clause in... | Label: Headings |
8295e211-2fdf-4c29-bda9-7eb81b3e195e | Clause:
The Parties each acknowledge and agree that the covenants and obligations set forth herein inseverably relate to Licensee’s and/or Manager’s rights and obligations under the Lease and the MLSA. The Parties further acknowledge and agree that Licensee, Manager and Landlord would not enter into the Lease, the MLSA... | Label: Integration |
9be838e2-50b2-4981-8223-2a6d462abaf2 | Clause:
This Agreement shall, pursuant to New York General Obligations Law Section 5-1401, be governed by and construed in accordance with the laws of the State of New York.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Law... | Label: Governing Laws |
57c1bbe3-e9de-4b3f-963f-a6f09c866f6c | Clause:
No amendment or modification of any provision of this Agreement shall be effective unless in writing signed by a duly authorized representative of each Party.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Appr... | Label: Modifications |
6f56bdd5-b3e5-421e-9815-a1250c02a771 | Clause:
The execution, delivery and performance by the Borrower and the Parent of this Amendment are within the Borrower’s limited liability company powers and the Parent’s partnership powers, have been duly authorized by all necessary action, require no action by or in respect of, or filing with, any governmental body... | Label: No Conflicts |
39bc3dd7-c217-4d5f-ab78-e4ee4fae48ea | Clause:
Landlord and Tenant hereby warrant to each other that they have had no dealings with any real estate broker or agent in connection with the negotiation of this Seventh Amendment, and that they know of no real estate broker or agent who is entitled to a commission in connection with this Seventh Amendment. Each ... | Label: Brokers |
7ffc5ba2-783a-4ebf-bef4-93d5802d013a | Clause:
Schedule 4.3 sets forth (a) the authorized capital stock of the Company; (b) the number of shares of capital stock issued and outstanding; (c) the number of shares of capital stock issuable pursuant to the Company’s stock plans and the number of options or other awards outstanding under such plans; and (d) the... | Label: Capitalization |
8f5816c9-8aee-4848-8e2e-47aa7c79dcc5 | Clause:
This Lease shall be construed and enforced in accordance with the laws of the state in which the Real Property is located.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Ass... | Label: Governing Laws |
78e87ea5-df7d-46cc-a4a1-a6206a0afe6c | Clause:
This Agreement, the Operating Agreements and the Purchase Agreement, constitute the entire agreement with respect to the subject matter covered hereby and supersede (i) all prior oral or written proposals, term sheets or agreements, (ii) all contemporaneous oral proposals or agreements, and (iii) all previous n... | Label: Entire Agreements |
a838d207-0966-431e-b4a5-51c0f549aa40 | Clause:
The parties hereto acknowledge and agree that, other than as set forth in this Amendment, the Agreement remains unchanged and in full force and effect.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, ... | Label: Agreements |
28483f13-fbbf-4ab9-bf4e-78f4bfc0887e | Clause:
The terms and conditions of this Agreement are strictly confidential. I will not discuss or reveal the existence or the terms of this Agreement to any persons, entities, or organizations except as follows: (a) as required by law or court order; (b) by me to my immediate family; or (c) to my attorney, financial ... | Label: Confidentiality |
4a8a2001-3101-4b68-a69e-c7858cb5bf71 | Clause:
Except with respect to the material terms and conditions of the transactions contemplated by this Agreement and the transactions contemplated by the Prospectus Supplement, the Company confirms that neither it nor any other Person acting on its behalf has provided any of the Investors or their agents or counsel ... | Label: Disclosures |
e41c5064-7e5d-454f-acf9-13b9bb75d2aa | Clause:
Executive agrees to indemnify and hold Released Parties harmless from and against all losses, costs, damages or expenses, including, without limitation, reasonable attorney's fees incurred, arising out of a breach of Paragraph 2.8 of this Agreement. As a material part of this Agreement, Executive represents an... | Label: Indemnifications |
abab98d9-4273-4c73-b9b0-ac686cf9b3ca | Clause:
A fee of $10,000 (ten thousand US dollars) per month; (ii) Option Grant . Subject to the sole discretion and determination of the Board of directors of Oramed Pharmaceutical Inc (" Oramed ") and/or its compensation committee as applicable and to the terms and provisions of Oramed's Second Amended and Restated 2... | Label: Fees |
440e718a-349e-41e0-9254-2f1863c96396 | Clause:
This Lease shall be for a term of one hundred twenty (120) months commencing on July 23, 2016 and terminating on July 22, 2026. Rent for any fractional calendar month shall be the prorated portion of the rent computed on a daily basis. Landlord will provide Tenant nonexclusive and commercially reasonable early ... | Label: Terms |
4d461514-0fd9-4e7a-b7ad-a59047d9e4df | Clause:
This Agreement and its enforceability shall be construed in accordance with the laws of the State of Michigan.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Author... | Label: Governing Laws |
83de7bcf-a0a1-4b6d-8adc-08689ca344cb | Clause:
To the extent applicable, this Plan shall be interpreted in accordance with, and incorporate the terms and conditions required by, Section 409A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidanc... | Label: General |
4d26270e-ad32-4166-b225-9e32687023fe | Clause:
The Loan Parties shall deliver to Collateral Agent, within thirty (30) days after the Closing Date (or any longer period Collateral Agent agrees to in its sole discretion), insurance endorsements (in form and substance reasonably satisfactory to Collateral Agent) naming Collateral Agent as lenders loss payee or... | Label: Insurances |
8bf83ede-13d5-4358-b413-ec1097830746 | Clause:
On or before 9:00 a.m., New York City time, on the Business Day immediately following the date hereof, the Company shall issue a press release (the “ Press Release ”) reasonably acceptable to the Purchasers disclosing all material terms of the transactions contemplated hereby. On or before 5:30 p.m., New York C... | Label: Publicity |
044fb555-c922-46fc-a871-d5113324fb12 | Clause:
Employee agrees that Employee will keep the terms, amount, and fact of this Agreement completely confidential, and that Employee will not hereafter disclose any information concerning this Agreement to anyone; provided, however, that Employee may make such disclosure to Employee’s immediate family and to Employ... | Label: Confidentiality |
0e7759bc-5301-4b6b-96cc-12adcec2d150 | Clause:
Promptly notify Agent in writing of any claim, litigation, suit or administrative proceeding affecting Borrowers or any Guarantor, whether or not the claim is covered by insurance, and of any litigation, suit or administrative proceeding, which in any such case affects the Collateral or which could reasonably b... | Label: Litigations |
5ed23a76-7562-4ccf-94fe-a732e4e911dc | Clause:
EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF THE SELLER EXPRESSLY SET FORTH IN THIS AGREEMENT, NETHER THE SELLER NOR ANY OTHER PERSON MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY ON BEHALF OF THE SELLER IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY. THIS SECTION 4.4 DOES NOT LIMIT THE S... | Label: Warranties |
d39c97ce-8836-43fd-b311-4270d39d13de | Clause:
The agreements in this Section shall survive the resignation of the Collateral Agent, the repayment, satisfaction or discharge of all the other Secured Obligations, and the termination of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments... | Label: Survival |
41dfa4da-fd70-45d6-a10f-66215ec5ccce | Clause:
Licensor warrants that it owns or has all necessary rights to grant the licenses hereunder.
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... | Label: Warranties |
0fbb9603-cc8d-4a17-941f-1fc4380f612e | Clause:
After giving effect to the Loan advance and the liabilities and obligations of each Borrower under the Financing Documents and the Affiliated Financing Documents, each Borrower is Solvent and the Credit Parties, taken as a whole, are Solvent.
Task: Classify this clause into ONE of these types (exactly one labe... | Label: Solvency |
fe5f28b7-6fe3-4bf9-aa6d-b2ec5f0d23c8 | Clause:
Any provision of this Agreement which is prohibited, unenforceable or not authorized in any jurisdiction is, as to such jurisdiction, ineffective to the extent of any such prohibition, unenforceability or nonauthorization without invalidating the remaining provisions hereof, or affecting the validity, enforceab... | Label: Severability |
08bdd9bf-25a0-480e-8762-bfdebec61095 | Clause:
Except as permitted herein, neither Seller nor any Servicer shall sell, assign, transfer or otherwise dispose of, or grant any option with respect to, or pledge, hypothecate or grant a security interest in or lien on or otherwise encumber (except pursuant to the Program Agreements), any of the Purchased Mortgag... | Label: Assignments |
e63caa64-339e-434e-b17c-4163160e5135 | Clause:
In this Agreement, when applicable, the use of the singular form of any word includes the plural and the use of the plural includes the singular, and capitalizations include noncapitalizations and noncapitalizations include capitalizations, and the masculine, feminine or neuter form includes the masculine, femi... | Label: Interpretations |
ddadfcc4-e8e7-492a-a06c-81f90788fd74 | Clause:
The representations and warranties of the respective parties shall survive the purchase and sale of the Shares contemplated hereby for a period of one year.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approv... | Label: Survival |
87e48ed1-2dc0-46df-b4ec-d13331e88258 | Clause:
The Company has two Subsidiaries: Symplmed Technologies, LLC and Symplmed Consulting, Inc. The Company owns all of the issued and outstanding equity interests of each aforementioned Subsidiary, and no other Person has any right to acquire any equity interest in either aforementioned Subsidiary. Neither Symplmed... | Label: Subsidiaries |
24bb723c-65cf-4f8c-a779-293ecc22adcf | Clause:
Neither the Executive nor the Company shall, either publicly or privately, at any time during the Restricted Period and thereafter, disparage, defame or criticize the other.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applic... | Label: Non-Disparagement |
47dd9b84-4315-4426-b64b-eefc39642fd3 | Clause:
The Company shall be entitled to report all income and withhold from any amounts to be paid or benefits provided to Executive hereunder any federal, state, local or foreign income tax withholding, FICA contributions, Medicare contributions, or other taxes, charges or deductions which it is from time to time req... | Label: Withholdings |
0aba59ed-880b-437b-a79c-bc29290e22b3 | Clause:
Effective retroactive to January 1, 2017, and during the Employment Period, the Company shall pay Executive an annual base salary in the amount of $800,000 (the “ Annual Base Salary ”), payable in installments consistent with the Company’s normal payroll schedule, subject to applicable withholding and other tax... | Label: Base Salary |
61aeb96d-7adb-4a11-92e0-add84b7ff15b | Clause:
The execution, delivery and performance by each of Seller and Guarantor of this Agreement, any Transaction Notice hereunder and the PMH Documents do not conflict with any term or provision of the organizational documents of Seller or Guarantor or any law, rule, regulation, order, judgment, writ, injunction or d... | Label: No Conflicts |
3b65922d-d821-4312-9443-5c7e5fbe061a | Clause:
This Agreement may be executed in counterparts, each of which shall be deemed an original, but all or which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail, or other means of electronic transmission (to which a PDF copy is attached) shall... | Label: Counterparts |
e340c39d-a52e-4350-b938-6991fa1b8269 | Clause:
There are no Legal Proceedings pending or, to the Knowledge of Purchaser, threatened against Purchaser, or, to the Knowledge of Purchaser, to which Purchaser otherwise is a party before any Governmental Body, which, if adversely determined, would reasonably be expected to have a material and adverse effect on t... | Label: Litigations |
b05fcff5-7584-43b1-92b6-04a5a188adef | Clause:
Subject to the limitations set forth in this Section 9, the Employer shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, Executive if Executive was or is made or is threatened to be made a party to or is otherwise involved in a... | Label: General |
93d5c860-eb29-4edf-b64e-086120725d4f | Clause:
This Agreement is a personal contract and the rights and interests of Executive hereunder may not be sold, transferred, assigned, pledged, encumbered, or hypothecated by Executive, except as otherwise expressly permitted by the provisions of this Agreement. This Agreement shall inure to the benefit of and be en... | Label: Assignments |
427c60cc-3f37-491f-956c-17553a186a8d | Clause:
This Agreement contains the entire agreement of the parties with respect to the subject matter hereof and supersedes any prior agreements, commitments, drafts, communications, discussions and understandings, oral or written, with respect thereto.
Task: Classify this clause into ONE of these types (exactly one ... | Label: Entire Agreements |
4f7fb2e0-da1e-4135-a9c3-90752a2010fc | Clause:
The interpretation, performance and enforcement of this Agreement shall be governed by the laws of The Commonwealth of Massachusetts (without regard to the conflict of laws principles thereof) and applicable federal laws. For purposes of litigating any dispute that arises directly or indirectly from the relatio... | Label: Governing Laws |
dbc9200a-166f-4f44-925a-30fcb02d34b5 | Clause:
Termination or expiration of this Agreement for any reason will be without prejudice to any rights that will have accrued to the benefit of any Party prior to such termination or expiration, and any and all damages or remedies (whether in law or in equity) arising from any breach hereunder, each of which will s... | Label: Remedies |
1d485ddd-49e7-4572-94a6-b502ca6de514 | Clause:
The Joint shall employ Executive on a full-time basis as its President and Chief Executive Officer, with such management duties and responsibilities as set forth in the Joint’s bylaws and as from time to time assigned by its Board of Directors, plus those initial objectives and responsibilities contained in the... | Label: Employment |
4df1ccde-c2c6-4655-b4a3-9fea5a0ee14b | Clause:
This Amendment shall be construed and interpreted in accordance with the rules of construction set forth in Sections 1.02 , 1.03 , 1.04 , 1.05 and 1.06 of the Second Amended and Restated Credit Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Ame... | Label: Interpretations |
5966966d-ce77-4bb9-ac06-2e2cbfcd8d3d | Clause:
The properties of the Loan Parties are insured with financially sound and reputable insurance companies which are not Affiliates of the Loan Parties, in such amounts, with such deductibles and covering such risks (including, without limitation, workmen’s compensation, public liability, business interruption, pr... | Label: Insurances |
d7395c51-59c7-4753-8fa5-ad3deb103813 | Clause:
Where specific language is used to clarify by example a general statement contained herein, such specific language shall not be deemed to modify, limit or restrict in any manner the construction of the general statement to which it relates. The language used in this Agreement shall be deemed to be the language... | Label: Construction |
60d55963-633b-4c69-a704-4873654b0315 | Clause:
The Borrower will, and will cause each of its Subsidiaries to, duly pay and discharge all Taxes upon or against it or its properties and all other obligations (including ERISA obligations) prior to the date on which penalties are imposed for such unpaid Taxes, unless and to the extent that (i) the same is being... | Label: Taxes |
65edcee8-68ce-4921-93ee-b3f51506aa6b | Clause:
This Agreement may not be assigned or transferred by either party without express written agreement by both 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, ... | Label: Assignments |
4ad02ccd-6006-45e4-ae25-6cbd5b933d84 | Clause:
If, during his employment with the Company, Executive shall, in the opinion of an independent physician selected by agreement between the Board and Executive, become so physically or mentally incapacitated that he is unable to perform the duties of his employment for a continuous period of six (6) consecutive f... | Label: Disability |
f6b61188-dfc8-4cdb-b924-a0c31ef66dcd | Clause:
Each Borrower is Solvent.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding Effects, Books, Brokers, Capitali... | Label: Solvency |
058ed647-da31-4bae-968a-26c48071be25 | Clause:
Damages in the event of breach of this Agreement by a party hereto may be difficult, if not impossible, to ascertain, and it is therefore agreed that each such Person, in addition to and without limiting any other remedy or right it may have, will have the right to seek an injunction or other equitable relief i... | Label: Specific Performance |
84e81299-99c6-45cf-bb61-0932722a051a | Clause:
The validity, construction, interpretation, and effect of this Agreement shall exclusively be governed by, and determined in accordance with, the applicable laws of the State of Delaware, excluding any conflicts or choice of law rule or principle.
Task: Classify this clause into ONE of these types (exactly one... | Label: Governing Laws |
d67fb405-b084-4a4a-bd53-57ddc7c11e87 | Clause:
All capitalized terms used in this Amendment (including in the Recitals to this Amendment) which are not expressly defined in this Amendment shall 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... | Label: Definitions |
d004f2ce-da05-41e6-9f40-0900aee031d3 | Clause:
The Guarantor and each of its Subsidiaries has the corporate power and authority, and the legal right, to make, deliver and perform this Guaranty and each of the other Loan Documents and Transaction Documents to which such Person is a party and to borrow thereunder and has taken all necessary corporate action t... | Label: Authorizations |
33f3ee53-1245-4509-b31e-f09c1551a7a2 | Clause:
The terms set forth in Section 11 and Sections 14.1, 14.2, 14.3, 14.7 and 14.9 of the Employment Agreement shall apply to this Release, provided that the word “Release” shall take the place of the word “Agreement” in such Sections, where applicable.
Task: Classify this clause into ONE of these types (exactly o... | Label: Construction |
8798a2e4-04cf-4927-b165-72cbc1b75ee2 | Clause:
This Agreement and all disputes hereunder shall be governed by and construed and enforced in accordance with the laws of the State of Maryland without regard to rules of conflict of law.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption... | Label: Governing Laws |
2692ce8b-465a-4c67-8417-8c4493f98d41 | Clause:
Each of the respective rights and obligations of the Parties hereunder will be deemed independent and may be enforced independently irrespective of any of the other rights and obligations set forth herein. If any provision of this Release should be held illegal or invalid, such illegality or in validity will no... | Label: Severability |
b1f7a0f9-7ed5-40fb-aee6-eb96e903acca | Clause:
All notices, requests, demands, and other communications under this Agreement shall be in writing signed by or on behalf of the party making the same and shall be deemed to have been duly given when delivered in person, by any internationally-recognized overnight courier providing evidence of delivery, by regis... | Label: Notices |
01db2068-db1e-4a9e-9151-b4ba1360617a | Clause:
For purposes of this Agreement, “ Confidential Information ” includes, but is not limited to, all information of the Company, and its parent, subsidiaries and affiliates, not generally known to the public, in spoken, printed, electronic or any other form or medium, relating directly or indirectly to: clinical t... | Label: Definitions |
d8309705-34e3-427d-9628-c673b6052df0 | Clause:
Except as otherwise provided in this Agreement, any notice required or permitted to be given under this Agreement shall be deemed properly given if in writing and if mailed by registered or certified U.S. mail, postage prepaid with return receipt requested, and by regular U.S. mail, postage prepaid, to Executiv... | Label: Notices |
f287a430-97cc-431f-adca-bc54c0d6f15e | Clause:
Subject to Section 3.b.ii, as between the Parties, [*] shall diligently and timely Prosecute and Maintain [*] Patents [*] [*] shall keep [*] informed as to material developments with respect to the Prosecution and Maintenance of such [*] Patents, including by timely providing copies of all substantive office ac... | Label: General |
d5a1a2c0-f55d-457d-91e7-fc6af6501c99 | Clause:
Except as otherwise provided herein, this Agreement contains the entire agreement of the Parties relating to the subject matter hereof and supersedes all prior agreements and understandings with respect to such subject matter, including the Employment Agreement, with the exception of those Sections that have be... | Label: Entire Agreements |
fae50944-a34d-4980-be5f-7bbccd34079b | Clause:
A memorandum of the Ground Lease has been duly recorded. The Ground Lease permits the interest of Borrower to be encumbered by a mortgage. There have not been amendments or modifications to the terms of the Ground Lease since its recordation, with the exception of written instruments which have been recorded.
... | Label: Modifications |
9b68afb4-b639-4f95-9ca2-b6305e5652f6 | Clause:
(i) Except as otherwise provided herein and in the First Tier Agreement, neither the SPV nor the Master Servicer shall sell, assign (by operation of law or otherwise) or otherwise dispose of, or create or suffer to exist any Adverse Claim upon (or the filing of any financing statement) or with respect to (A) an... | Label: Liens |
ad2b3c65-3e75-4c9b-b60e-c7af3165482d | Clause:
The Executive’s annual rate of base salary shall be three hundred and sixty-two thousand, five hundred dollars ($362,500) per year, which shall be paid by the Company to the Executive bi-weekly in accordance with the Company’s customary payroll practices, and subject to customary withholding as required by appl... | Label: Base Salary |
44fa8e8a-a7a1-48f0-aa0c-2c2115ef30b7 | Clause:
During the Employment Period, the Executive shall be entitled to receive prompt reimbursement for all reasonable business expenses incurred by the Executive in accordance with the policies, practices and procedures of the Company provided to senior executives of the Company under the terms and conditions therei... | Label: Expenses |
61021414-80a8-4552-a39d-1465f7feb892 | Clause:
All material permits and Governmental Authorizations necessary in connection with the making and performance by the International Loan Parties of the International Loan Documents shall have been obtained.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendment... | Label: Approvals |
8c347d33-f4f5-4220-b5c2-2e23cd299631 | Clause:
This Amended Agreement shall be governed by and construed in accordance with the laws of the State of Ohio applicable to contracts to be executed and performed entirely in such state.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption La... | Label: Governing Laws |
13e85948-ca96-4029-870d-b14308292488 | Clause:
The parties agree that this Agreement will be governed and construed by and in accordance with the laws of the State of New York regardless of the laws that might otherwise govern under applicable principles of conflict of laws thereof. Each party agrees that all legal proceedings concerning the interpretations... | Label: Governing Laws |
8ddfcfee-b58a-4361-9f35-5f13eefa20bd | Clause:
In the event that any provision of this Agreement or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform ... | Label: Severability |
b326ff35-e38e-44b2-bb84-4b48a86d195e | Clause:
All of the Participant’s rights to the DERs are fully vested on the Date of Grant and the Participant shall be entitled to receive a cash payment equal to any ordinary dividends paid to holders of Shares on the date that such dividend is paid to the holders of Shares.
Task: Classify this clause into ONE of the... | Label: Vesting |
f4a1e26f-82f5-4add-bf3d-55115fc99668 | Clause:
Any and all notices or other communications or deliveries hereunder (including, without limitation, any Exercise Notice) shall be in writing and shall be deemed given and effective on the earliest of (i) the date of transmission, if such notice or communication is delivered via facsimile or email at the facsimi... | Label: Notices |
511b2625-c2e3-452a-8cb3-f9582ffe5406 | Clause:
This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and assigns; provided , however , that the Parent Borrower may not assign or transfer any of its rights or obligations hereunder without the prior written consent of all the ... | Label: Successors |
60b9ebc5-f2f3-4ec3-8c4c-6ed7d6ebc123 | Clause:
Borrowers and other Loan Parties shall execute and deliver such additional documents and take such additional action as may be reasonably requested by Administrative Agent to effectuate the provisions and purposes of this Amendment No. 2.
Task: Classify this clause into ONE of these types (exactly one label):
... | Label: Further Assurances |
65da1511-792b-4b05-a7fb-5e03b68d4924 | Clause:
This Agreement sets forth your full and complete rights, payments and benefits and represents the entire agreement between the parties, superseding all other agreements and commitments whether oral or written. You acknowledge that you are not relying upon any representations or statements, written or oral, mad... | Label: Entire Agreements |
697bc061-10d1-4ea1-8045-7e2df36f376e | Clause:
Except as provided in the Section captioned “ Limitation on Recourse ” and subject to the Section captioned “ Assignment and Subletting by Landlord ”, all of the covenants and conditions contained in this Lease shall apply to and be binding upon Landlord and Tenant and their respective heirs, executors, adminis... | Label: Successors |
c7ee4b7d-9349-41c2-8624-67caf276645d | Clause:
As a condition of the award of this RSU Award, Grantee agrees to repatriate all payments attributable to the RSU Award in accordance with local foreign exchange rules and regulations in Grantee’s country of residence (and country of employment, if different). In addition, Grantee agrees to take any and all acti... | Label: Compliance With Laws |
684fbe1b-a46c-4ef1-9806-b7cf216dd9e5 | Clause:
THIS AMENDMENT NO. 3 SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK. SECTIONS 9.09 AND 9.10 OF THE CREDIT AGREEMENT ARE INCORPORATED BY REFERENCE HEREIN MUTATIS MUTANDIS .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Am... | Label: Governing Laws |
8b5e9aec-b629-41ac-9136-f5dfe3ed66f2 | Clause:
The Company shall have the right to assign this Agreement and its rights and obligations hereunder in whole, but not in part, to any corporation or other entity with or into which the Company may hereafter merge or consolidate or to which the Company may transfer all or substantially all of its assets, if in an... | Label: Assignments |
8942e78b-c815-4dd2-bb56-c25666ea32a1 | Clause:
Any dispute or controversy arising under or in connection with this Agreement or otherwise in connection with the Executive’s employment by the Company that cannot be mutually resolved by the parties to this Agreement and their respective advisors and representatives shall be settled exclusively by arbitration ... | Label: Arbitration |
b46283a5-b3cc-4882-a444-6e97c83561a8 | Clause:
Any notice required or permitted by this Agreement shall be in writing and shall be delivered as follows with notice deemed given as indicated: (i) by overnight courier upon written verification of receipt; or (ii) by telecopy or facsimile transmission upon acknowledgment of receipt of electronic transmission. ... | Label: Notices |
7582bf3b-d256-4249-b61c-7e9941d71718 | Clause:
In exchange for the valuable consideration described in Section 2, Consultant hereby releases the Company, the Company Group, and each of their employees, officers, directors, stockholders, agents, affiliates, subsidiaries, parent corporations, successors, legal representatives and assigns, as well as each of t... | Label: Releases |
f2f2001e-e185-4372-a0ce-3a9840ab3d25 | Clause:
Neither Calumet Fuels or LW, on the one hand, nor BP may assign this Agreement except in accordance in Section 14 of the General Provisions. Any attempted assignment in violation of this Article 13 shall be null and void ab initio .
Task: Classify this clause into ONE of these types (exactly one label):
Adjust... | Label: Assignments |
a282ca90-edf2-4f60-a34f-7d426153889e | Clause:
The Borrower shall, and shall cause its Restricted Subsidiaries to, (a) maintain proper books of record and account, in which full, true, and correct entries in conformity with GAAP consistently applied shall be made of all financial transactions and matters involving the assets and business of the Borrower or ... | Label: Records |
99c5d089-8f11-475f-a623-8f9a41366e0f | Clause:
Prior to March 29, 2017, the Company maintained the insurance policies set forth on Schedule 3.1(t) at all times. Since March 29, 2017, the Company has not maintained any insurance policies. Since January 1, 2013, the Company has not been (x) denied insurance, or (y) offered insurance only at a commercially pro... | Label: Insurances |
645ac77d-36dc-4d09-94dc-ced4fc120393 | Clause:
If either Party is rendered unable, wholly or in part, by an event of Force Majeure to carry out its obligations under this Agreement, except with respect to the obligation to pay amounts owing hereunder, the Party so affected must notify the other Party of the Force Majeure, describing it in reasonable detail.... | Label: Notices |
f8aa3b70-c9c3-4e57-9730-cc9851a08a43 | Clause:
In the event of a breach by the Company or by a Holder of any of its obligations under this Agreement, each Holder or the Company, as the case may be, in addition to being entitled to exercise all rights granted by law and under this Agreement, including recovery of damages, will be entitled to specific perform... | Label: Remedies |
7cc0bb49-7a33-40ca-8217-1ea8be9f1329 | Clause:
The Borrower and the other Loan Parties are insured as required by Section 5.02.
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 Sala... | Label: Insurances |
7224ce16-874e-48b3-ac67-9d774d25cdb9 | Clause:
By accepting the Award the Grantee expressly acknowledges and agrees that his or her rights (and those of any permitted transferee) under the Award or to any Stock acquired under the Award or any proceeds from the disposition thereof, are subject to Section 6(a)(5) of the Plan (including any successor provision... | Label: Forfeitures |
bbf07646-c783-4efe-8c13-f786caff7374 | Clause:
The Key Employee shall receive a Base Salary during the Employment Term at the rate of Three Hundred Fifty Thousand dollars ($350,000) per annum payable in periodic installments in accordance with the Company’s normal payroll practices and procedures, which Base Salary may be increased (but not decreased) by th... | Label: Base Salary |
d6548728-826f-480c-9bda-6662572e6b45 | Clause:
THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE UNDER, ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER BASED IN CONTRACT (AT LAW OR IN EQUITY), TORT OR ANY OTHER THEORY, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAW RULES T... | Label: Applicable Laws |
9aa867cd-c200-4fbb-94a8-2a082ca48a9b | Clause:
This Agreement may be amended or canceled by mutual Agreement of the parties in writing without the consent of any other person.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignment... | Label: Amendments |
a64835ec-e314-4af0-b62f-bfbc5fec12e3 | Clause:
The existence and content of the Arbitration proceedings and any rulings or award shall be deemed Confidential Information of both Parties hereunder and kept confidential by the Parties and members of the Arbitration Tribunal except (i) where such disclosure is permitted under Article 10 of this Agreement, (ii)... | Label: Confidentiality |
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