id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
8ed234a5-92e6-4de9-9cf6-7b6ca1c8439d | Clause:
EACH OF THE PARTIES HERETO HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES (TO THE EXTENT PERMITTED BY APPLICABLE LAW) ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THIS SUPPLEMENT, THE SERIES 2017-1 NOTES, THE SERIES... | Label: Waiver Of Jury Trials |
24c8b380-59a6-46c5-81f5-324d94dfc7d2 | Clause:
EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AMENDMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHET... | Label: Waiver Of Jury Trials |
76105b95-7577-4a4a-b23e-3f0a16be46a1 | Clause:
The Partnership Entities maintain, or are entitled to the benefits of, insurance covering their Properties, operations, personnel and businesses against such losses and risks as is reasonably adequate to protect them and their businesses in a manner consistent with other businesses similarly situated in similar... | Label: Insurances |
b86832f6-6ab5-4148-87f3-6c5b3f5c84b6 | Clause:
The provisions of this Section 5 shall survive the termination of this Agreement for any reason, except in the event Executive is terminated by the Company without Cause, or if Executive terminates this Agreement with Good Reason, in either of which events, clause (a) of Section 5.4 shall be null and void and o... | Label: Survival |
34644819-b212-4bf6-8a11-9afd8bfac13e | Clause:
No delay of or omission in the exercise of any right, power or remedy accruing to any Party as a result of any breach or default by any other Party under this Agreement shall impair any such right, power or remedy, nor shall it be construed as a waiver of or acquiescence in any such breach or default, or of any... | Label: Remedies |
4dcb2016-af0e-4a7e-b8d8-53babe955f53 | Clause:
Upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchaser agrees to purchase, 250,000 shares of Preferred Stock. The Purchaser shall deliver to the Company, via wi... | Label: Closings |
916f363d-5ead-4b3b-a0cc-15e4af091eca | Clause:
Notwithstanding the foregoing, if your employment with the Company is terminated pursuant to Sections 5.4 or 5.5 and you are eligible to receive payments pursuant to Section 5.4(a) for a period of more than 12 months, commencing with the 13th month of the Severance Period, you may elect, upon thirty (30) days’ ... | Label: Waivers |
b6966114-e8f0-451f-83eb-118a62bf587b | Clause:
There is no claim, action, dispute, proceeding or investigation pending or, to the Knowledge of Seller, threatened against Seller which would affect the Assets before any federal or state court, Governmental or Regulatory Authority relating to the Acquired Assets or Business. Seller is not subject to any outsta... | Label: Litigations |
e605b6aa-9069-4d12-84d6-17840f86f261 | Clause:
The Transactions and the execution and delivery of this Agreement by the Borrower (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been, or will be by the time required, obtained or made and are, or will be by the... | Label: No Conflicts |
bc432fdc-1bfb-41a6-b58e-416fc1a2ca49 | Clause:
You understand and agree that by accepting this offer of employment, you represent to the Company that your performance will not breach any other agreement to which you are a party and that you have not, and will not during the term of your employment with the Company, enter into any oral or written agreement i... | Label: No Conflicts |
148e9be3-92b7-4e94-8e8a-8da4bf0b1ada | Clause:
Pledgor agrees that, from time to time upon the written request of Agent, Pledgor will execute and deliver such further documents and do such other acts and things as Agent may reasonably request in order fully to effect the purposes of this Pledge Agreement.
Task: Classify this clause into ONE of these types ... | Label: Further Assurances |
0152cc1f-3b0b-4164-93a0-dc33aa7faf52 | Clause:
Any provision of this Agreement may be waived at anytime by the party entitled to the benefit thereof by a written instrument executed by the party or by a duly authorized officer of the party. No waiver of any of the provisions of this Agreement will be deemed, or will constitute, a waiver of any other provisi... | Label: Waivers |
0b8212c8-9478-4970-a0d3-09bcb803253a | Clause:
This Agreement constitutes the entire agreement between the Executive and Reed’s with respect to its subject matter and supersedes any prior understandings, agreements or representations between the parties, written or oral, with respect to the subject matter of this Agreement.
Task: Classify this clause into ... | Label: Entire Agreements |
32f3ab66-6170-4573-8548-10ec62587e75 | Clause:
This First Amendment may be executed in one or more counterparts, each of which shall be deemed to constitute an original, but all of which, when taken together, shall constitute one and the same instrument, with the same effect as if all of the parties to this First Amendment had executed the same counterpart.... | Label: Counterparts |
54f11580-5ceb-44ae-8e1d-cb86277dc1cc | Clause:
Subject to Section 9.5(c) hereof, each of the parties hereto (i) expressly and irrevocably consents to submit itself to the personal jurisdiction of any Arizona state court or any federal court located in Phoenix, Arizona (and each appellate court located in Phoenix, Arizona) with respect to any action or proce... | Label: Consent To Jurisdiction |
b1c3b9e3-1468-459f-b520-f3224a2b57da | Clause:
This Agreement and the Exhibits which are attached hereto or contemplated to be attached hereto and by this reference incorporated herein and all documents specifically contemplated by this Agreement when executed, contain the entire understanding of the parties and supersede any and all other written or oral u... | Label: Entire Agreements |
5f7e63d9-d5b0-4993-8a7f-c9090dc4fb0e | Clause:
In the event of a Participant’s Separation from Service because of death, Disability or Retirement during the Performance Period, Participant shall receive a pro rata payment based on the number of full months’ service during the Performance Period but taking into account the achievement of performance goals du... | Label: Death |
bc9c09da-e621-4c42-9ac8-31100b90e9df | Clause:
As of the date hereof, the authorized capital stock of the Company is set forth its SEC Documents. Except as disclosed in the SEC Documents (as defined below), (i) no shares of the Company's capital stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or perm... | Label: Capitalization |
e1f5b8e3-b335-4f88-a6e4-c3c0cc6b066d | Clause:
This Note and the instruments securing it have been executed and delivered in the State of Florida, and their terms and provisions are to be governed by and construed under the laws of such State without regard to conflict of laws principles, and of the United States of America, and the rules and regulations pr... | Label: Governing Laws |
34c3fbf9-5a07-40ba-8bd1-938ffbe53eb4 | Clause:
All questions concerning the construction, validity, enforcement and interpretation of this Debenture shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflict of laws thereof. Each party agrees that all legal pro... | Label: Governing Laws |
1a2e6b3c-583b-479b-892e-ad6032538fe4 | Clause:
The Borrower will, and will cause each of its Restricted Subsidiaries to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges and franchises material to the conduct of its business except in each case ... | Label: Existence |
682449b7-038f-4c61-9722-bde998b93e39 | Clause:
During the period commencing on the Offer Date and ending on the Separation Date (the “ Transition Period ”), Employee shall continue to perform such duties as assigned by the Company as consistent with her position as Executive Vice President, General Counsel and Secretary of the Company.
Task: Classify this ... | Label: Duties |
e2b45a7a-04a1-4a31-80b8-54c850468cf7 | Clause:
This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party. In the event that any signature is delivered by an e-mail which contains... | Label: Counterparts |
0ef1f4d2-a9a6-4c6c-8b54-081d101b1a95 | Clause:
The Company shall reimburse the lead Buyer for all reasonable costs and expenses (whether the transaction is consummated or not) incurred by it or its affiliates in connection with the structuring, documentation, negotiation and closing of the transactions contemplated by the Transaction Documents (including, w... | Label: Fees |
28f23b80-2bb0-41a6-acb5-62e73a2c1e4b | Clause:
The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which it is a party, the issuance and sale of the Shares and the consummation by it of the transactions contemplated hereby and thereby do not and will not (i) conflict with or violate any provision o... | Label: No Conflicts |
fd73e668-f2ef-4814-a784-b1af54e3d3ae | Clause:
This Agreement shall be construed, interpreted and governed and the legal relationships of the parties determined in accordance with the internal laws of the State of Delaware without reference to rules relating to conflicts of law.
Task: Classify this clause into ONE of these types (exactly one label):
Adjust... | Label: Governing Laws |
94f0d7ff-7c0d-47cb-94aa-08c11a31d48c | Clause:
In consideration of the issuance of the Convertible Notes and Warrants on the Closing Date, each Subscriber shall pay such Subscriber’s Purchase Price, as set forth on the corresponding signature pages hereto. The Purchase Price shall be payable to “Cross River Bank, as Escrow Agent.” The number of Warrant Shar... | Label: Payments |
52cee90c-06a5-4f7c-bb96-e295af73baec | Clause:
This Agreement and the rights and duties of the parties hereto shall be construed and determined in accordance with the laws of the State of Florida (without giving effect to any choice or conflict of law provisions).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreemen... | Label: Applicable Laws |
43f4cfe1-fd28-405d-a1ed-dc1a5747c783 | Clause:
Failure or delay of either party to insist upon compliance with any provision of this Agreement will not operate as and is not to be construed to be a waiver or amendment of the provision or the right of the aggrieved party to insist upon compliance with the provision or to take remedial steps to recover damage... | Label: Miscellaneous |
f7733da0-4e1f-4efe-98a2-9ae69f65cda4 | Clause:
There is no claim, suit, action, arbitration, governmental inquiry, injunction, consent decree or legal, administrative or other proceeding existing, pending, or threatened against or relating to Company, or to Company's financial condition, or to the Business, or any of the Total Assets, nor does Seller know o... | Label: Litigations |
22b2fa95-91a3-4ddf-9e1f-fb607fd2a69f | Clause:
This Agreement and the rights and obligations of the Employers and Executive are governed by and are to be construed, administered, and enforced in accordance with the laws of the State of Connecticut, without regard to conflicts of law principles. If under the governing law, any portion of this Agreement is at... | Label: Governing Laws |
071ca990-7235-4370-8566-0e1a1ae2c5d3 | Clause:
To induce each Lender to make Advances from time to time and the Administrative Agent to take any action required to be performed by it hereunder, the Borrower makes the following representations and warranties to each Lender and the Administrative Agent on the Restatement Effective Date, each Reinvestment Date... | Label: Representations |
2cb58ed0-9924-4d41-836f-ca87adbe5343 | Clause:
The parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any... | Label: Interpretations |
598be3d3-b867-4719-8cff-b11d7f8207b9 | Clause:
The Company has disclosed to the Lenders all agreements, instruments and corporate or other restrictions to which it or any other Subsidiary is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. Neither the Inf... | Label: Disclosures |
474608b4-fe5a-49a8-849d-69aa3df2f949 | Clause:
During the Term, the Company shall pay Executive an annual base salary of five hundred fifty thousand U.S. dollars (US$550,000) (the “ Base Salary ”), payable in equal biweekly installments (or, if different, in accordance with the Company’s payroll practice as in effect from time to time). F or all purposes ... | Label: Base Salary |
0ecb4b9a-a47c-4b63-b3a3-49b2b8872671 | Clause:
The confidentiality and non-use obligations set forth in this ARTICLE 8 shall survive for the longer of (a) [**] years after the Term or (b) with respect to any Confidential Information subject to any obligations to the relevant Third Party under any INFI Third Party Agreement or INFI Product Related Contract, ... | Label: Survival |
61c60ea6-58c6-4035-ab93-cee6f0c54bb3 | Clause:
The Company reserves the right to deliver any notice or Award by email in accordance with its policy or practice for electronic transmission and any written Award or notice referred to herein or under the Plan may be given in accordance with such electronic transmission policy or practice. The Participant hereb... | Label: Participations |
cf163330-7ebc-41ca-99cd-7b52d708b0ed | Clause:
At any time after the Closing Date, Buyer shall, at Seller’s expense and without incurring any legal liability beyond that provided for in this Agreement, promptly execute, acknowledge and deliver any other assurances or documents reasonably requested by Seller and necessary for Seller to satisfy its obligation... | Label: Further Assurances |
eea43991-42b3-4475-9dd1-f15e72466ba0 | Clause:
The parties to each assignment shall execute and deliver to Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided however, that Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The ... | Label: Assignments |
da798e53-d26c-4660-8c33-1d41cdc70766 | Clause:
This Agreements contain the entire understanding and agreement of the parties with respect to the matters covered hereby and, except as specifically set forth herein, neither the Company nor Purchaser make any representation, warranty, covenant or undertaking with respect to such matters, and they supersede all... | Label: Entire Agreements |
e79f212d-8c84-4da6-b32f-55c058ae4052 | Clause:
This Agreement will bind and inure to the benefit of the Company and its subsidiaries and their successors and assigns. Subject to the limitation on assignment set forth in Section 16(e), this Agreement will bind and inure to the benefit of Executive and Executive’s heirs, legal representatives, successors and ... | Label: Binding Effects |
13e9bd85-3861-4b97-a251-e773bf87e7b0 | Clause:
If any Term Loan is prepaid in accordance with Subsections 4.4(l)(ii) through (iv) above, the Borrower shall prepay such Term Loans on the Discounted Prepayment Effective Date. The Borrower shall make such prepayment to the Administrative Agent, for the account of the Discount Prepayment Accepting Lenders, Pa... | Label: Payments |
2dda0c14-3b2f-4a92-9c42-a74dd6ca1c36 | Clause:
(a) Except during a Collateral Release Period and other than with respect to an Excluded Entity (as defined in the US Pledge Agreement), each of the Borrowers will, and will cause each of the US Subsidiary Guarantors, Canadian Guarantors, Dutch Guarantors and Related Foreign Company Guarantors to, grant to the ... | Label: Further Assurances |
bc54dafa-c2cd-4b76-8888-313d0fddeac5 | Clause:
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable ... | Label: Counterparts |
f4e45fc9-36f3-49e9-a482-8937acc2b87b | Clause:
(a) The Loans comprising each ABR Borrowing (including each applicable Swingline Loan) shall bear interest at the Alternate Base Rate plus the Applicable Rate.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, App... | Label: Interests |
6230f1c0-2251-4f54-8399-e8b74dbcae5f | Clause:
The 2016 Plan and RSUs may be amended or altered by the Committee to the extent provided in the 2016 Plan.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority,... | Label: Amendments |
3398e650-a654-4171-bd34-bb94ced1de01 | Clause:
(a) Interest and fees payable pursuant hereto shall be calculated on the basis of a 360-day year for the actual days elapsed, except that, with respect to ABR Loans the rate of interest on which is calculated on the basis of clause (a) or (b) of the definition of Alternate Base Rate, the interest thereon shall ... | Label: Fees |
d62b3dfb-f545-4291-8d3b-36ceb7817131 | Clause:
(A) any Seller, Guarantor or ERISA Affiliate shall engage in any “prohibited transaction” (as defined in Section 406 of ERISA or Section 4975 of the Code) involving any Plan, (B) any “accumulated funding deficiency” (as defined in Section 304 of ERISA), whether or not waived, shall exist with respect to any Pla... | Label: Erisa |
5c8feddf-9a6c-467b-94cd-f0b073cf63db | Clause:
The Company shall employ and continue to employ Employee, and Employee shall be employed and continue to be employed with the Company, upon the terms and conditions set forth in this Agreement for the period beginning on the date hereof and ending on the Termination Date, as defined in Section 4 hereof (the "Em... | Label: Employment |
2abafaa6-f3cb-4452-bc7f-204b2de9111d | Clause:
This Agreement shall be governed by and construed under the laws of the State of Tennessee. The parties agree that the venue for any litigation arising out of this Agreement shall be the court of competent jurisdiction in Wilson County, Tennessee.
Task: Classify this clause into ONE of these types (exactly one... | Label: Governing Laws |
b5324aff-fdf4-4461-9649-8633bf4a3158 | Clause:
Any attempt by an Executive to negotiate or demand greater benefits than those set forth above shall constitute a rejection of the Severance Benefits and terminate the Executive’s eligibility for Severance Benefits, effective immediately.
Task: Classify this clause into ONE of these types (exactly one label):
... | Label: Forfeitures |
bd54e47e-a451-4c50-9f31-815532ff3bea | 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 Lease, excepting only the real estate brokers or agents specified in Section 12 of the Summary (the “ Brokers ”), other than Wixen Real Estate Services,... | Label: Brokers |
3d4f556b-e75f-4a24-a889-ae80456b9753 | Clause:
The Parent Borrower will, and will cause each of its Restricted Subsidiaries to, maintain, with financially sound and reputable insurance companies insurance in such amounts (with no greater risk retention) and against such risks as are customarily maintained by companies of established repute engaged in the sa... | Label: Insurances |
8fdc1c4b-3d23-441a-9102-b125631e5333 | Clause:
Neither execution nor delivery of this Agreement nor fulfillment of or compliance with the terms and provisions hereof will conflict with, or result in a breach of the terms or conditions of, or constitute a default under, any agreement or instrument to which Guarantor is a party or by which Guarantor may be bo... | Label: No Conflicts |
bb824b2d-6bc3-4b52-8511-4192c96775e2 | Clause:
This Plan is established under and will be construed according to the laws of the State of Oklahoma, to the extent not preempted by the laws of the United States.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, ... | Label: Applicable Laws |
3600623a-d714-420c-92e1-7a3b5d8e26cc | Clause:
Identified on Schedule 5.5 is a complete and accurate list of all Intellectual Property Rights used by Seller in the Business. Except as set forth on Schedule 5.5 , the Transferred Intellectual Property is owned free and clear of all Encumbrances or has been duly licensed for use by Seller and all pertinent lic... | Label: Intellectual Property |
2022dddf-d353-4466-8faf-b7a76e6ad587 | Clause:
No party to this Loan Agreement that receives any Confidential Information (the “ Receiving Party ”) from any other party (the “ Disclosing Party ”) under this Loan Agreement or any other Transaction Document shall disclose any Confidential Information of the Disclosing Party to any Person without the consent o... | Label: Confidentiality |
759bc3b7-bedb-4a3c-b288-fe1281b726fb | Clause:
THIS GUARANTEE SHALL BE GOVERNED BY, AND CONSTRUED UNDER, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN SUCH STATE AND WITHOUT REFERENCE TO CONFLICTS OF LAW (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).
Task: Classify this clause into O... | Label: Governing Laws |
162d06cb-2db0-4adf-8022-93dad545347d | Clause:
The Canadian Borrowers shall pay to the Canadian Administrative Agent for the account of each Canadian Lender commitment fees in Canadian Dollars on the daily average unused amount of such Canadian Lender’s Canadian Commitment (for which purpose, the aggregate amount of any Bankers’ Acceptance liabilities and B... | Label: Fees |
37417cb6-cf69-448e-a532-0147e7c83810 | Clause:
Immediately prior to a Change in Control of the Company (as defined below) unless in connection therewith an Award is assumed (or a substitute award granted) pursuant to Section 7(a)(1) of the Plan, the Performance Criteria in the Performance Plan Schedule applicable to an Award, if an Award is then outstanding... | Label: Vesting |
c5aebde3-0295-460f-87af-5b49dbb7638c | Clause:
Initially capitalized terms not otherwise defined in this Restricted Stock Agreement shall have the meanings ascribed thereto in the Incentive Plan.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arb... | Label: Definitions |
629afec5-9f71-47c4-882f-0e197dd7e416 | Clause:
When this Option is exercised, payment of the total Exercise Price for the shares being purchased shall be made to the Company (a) in cash (including check, bank draft or money order); (b) by transfer from you to the Company of shares of Stock (other than shares of Stock that the Committee determines by rule ma... | Label: Payments |
f078e6a3-77d6-4be0-afa8-7a993e8ac686 | Clause:
Subject to the occurrence of the Effective Date (as defined below), and notwithstanding anything to the contrary in the Agreement or each of the other Loan Documents, the Agent and each of the Lenders hereby consent to the MSD Credit Agreement Amendment and the ABL Credit Agreement Amendment, consent to, and au... | Label: Consents |
f796a2fc-212d-4766-a016-01da2330f046 | Clause:
This Employment Agreement may not be modified in any respect except by written agreement executed by the parties thereto.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assi... | Label: Modifications |
dd931c37-4464-4591-a8fa-f3ceebd5c581 | Clause:
Each Party represents and warrants to the other Party that it has taken all requisite governmental, corporate, partnership or limited liability company action (as applicable) to approve the execution, delivery and performance by such Party of this Agreement.
Task: Classify this clause into ONE of these types (... | Label: Approvals |
422de1a4-b365-4237-9d6a-87fa102aff07 | Clause:
Each Subsidiary Guarantor represents and warrants to the Administrative Agents and each of the other Creditors that as of the date such Guarantor has become a party to this Agreement, (i) such Subsidiary Guarantor has received consideration that is the reasonable equivalent value of the obligations and liabilit... | Label: Solvency |
1fc40154-3ae4-49ec-9c64-6c48b40d0fca | Clause:
All material governmental and third party approvals necessary in connection with the transactions contemplated hereby shall have been obtained and be in full force and effect, and all applicable waiting periods shall have expired without any action being taken or threatened by any competent authority which woul... | Label: Approvals |
b7ea0fb6-ab4f-4106-8a2e-033a7e5acda4 | Clause:
This Agreement and any amendments, waivers, consents, or supplements may be executed in one or more counterparts, each of which when so executed and delivered shall be deemed an original, but all of which counterparts together shall constitute but one and the same instrument. This Agreement shall become effecti... | Label: Counterparts |
7a3df4b2-5138-401e-b937-b19562fda1b0 | Clause:
Neither the Company nor any of its Subsidiaries has employed any broker or finder or incurred any liability for any financial advisory fee, brokerage fees, commissions or finder’s fee, and no broker or finder has acted directly or indirectly for the Company or any of its Subsidiaries in connection with this Agr... | Label: Brokers |
72477d86-58cd-4dcb-9dd9-60919b6fe3b6 | Clause:
All charges and fees to be paid to Provider under this Agreement are exclusive of any applicable taxes required by law to be collected from Recipient (including withholding, sales, use, excise, or services tax (but excluding any income tax), which may be assessed on or result from the provision of Services unde... | Label: Taxes |
c18f2f7e-7cb0-4b14-af1e-ddf2b59a08ac | 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 at the facsimile number... | Label: Notices |
7a1da5dc-44af-480e-9cc7-ef9cbfabb0f9 | Clause:
The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Ad... | Label: Successors |
7bd1f79a-c20d-4705-9716-ea15e0451c2d | Clause:
Except as otherwise specified herein or if the context may otherwise require, capitalized terms used but not otherwise defined herein have the respective meanings assigned to such terms in the Sale and Servicing Agreement, dated as of the date hereof (the “ Sale and Servicing Agreement ”), by and among Nissan A... | Label: Definitions |
806f7e0e-cb8b-42c5-821d-b142fa771fdc | Clause:
Executive shall make arrangements with the Company to satisfy all applicable income and employment tax withholdings that may result from the issuance of Shares hereunder, which withholdings may be satisfied (at the election of Executive made prior to the payment date): (i) by Executive paying to the Company dir... | Label: Tax Withholdings |
d9d275f2-e760-409d-aee6-cc8481b2cb2a | Clause:
This Agreement and the Non-Compete contain all of the agreements and understandings between the parties hereto with respect to the employment of Executive by the Bank, and supersede all prior agreements, arrangements and understandings related to the subject matter hereof. No oral agreements or written correspo... | Label: Entire Agreements |
23cfd4a8-22c9-44a9-867d-ff67abe65d11 | Clause:
Each of the Loan Parties and the Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested or are unpaid in compliance with Section 5.04 or (b... | Label: Taxes |
1fc35415-222d-4e02-af14-25da0d575876 | Clause:
Each party shall comply with all applicable laws, rules, regulations and governmental orders, now or hereafter in effect, relating to its performance under this Agreement. For the avoidance of doubt, neither this Agreement nor the Biglari Entities' performance of Services hereunder is intended to cause the Big... | Label: Compliance With Laws |
8aa1c281-5574-482e-a2ca-742ddbf61933 | Clause:
This Addendum and the Agreement contain the entire agreement of the parties. The parties have not made any agreements or representations, oral or otherwise, express or implied, pertaining to the subject matter of this Addendum or the other than those specifically included in this Addendum and the Agreement.
Ta... | Label: Entire Agreements |
c4f0f36d-0001-4cbd-b124-3e1e13962e33 | Clause:
Schedule 3.13 contains an accurate list of all Material Subsidiaries (other than (i) any Foreign Subsidiary, (ii) any Subsidiary of a Foreign Subsidiary and (iii) any Subsidiary that is incorporated or otherwise organized under the laws of the United States or any political subdivision, territory or possession ... | Label: Subsidiaries |
d2a56b79-e962-44a3-8dbf-ee14cb24905c | Clause:
This is a Massachusetts contract and shall be construed under and be governed in all respects by the laws of The Commonwealth of Massachusetts, without giving effect to the conflict of laws principles thereof. With respect to any disputes concerning federal law, such disputes shall be determined in accordance w... | Label: Governing Laws |
6df6be6d-c2b8-4e6d-b64d-9b6c2d721ddd | Clause:
In order to ensure that an effective transition of Executive’s duties is completed, Executive shall cooperate (i) with Employer in the investigation, prosecution or defense of any potential claims or concerns regarding Employer’s business about which Executive has relevant knowledge, including by providing trut... | Label: Cooperation |
70341aba-f866-46b6-9e7d-d3649da43b65 | Clause:
To the maximum extent permitted by Applicable Law each of the Buyer and each Seller irrevocably submits to the jurisdiction of (a) the State of Indiana – Hamilton County and (b) the United States District Court for the Southern District of Indiana for the purposes of any suit, action or other proceeding arising... | Label: Submission To Jurisdiction |
51d56616-e523-48d6-9978-feb966966455 | Clause:
The term of this Sublease (the “Term”) shall commence upon the later of the (i) full execution of this Sublease by Sublandlord and Subtenant, receipt of consent by Overlandlord to this Sublease, and delivery of possession of the Subleased Premises to Subtenant in the condition required under this Sublease; (ii)... | Label: Terms |
385a5e74-f564-4cfe-bbcd-48da9afeeef1 | Clause:
The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary of the Company, free and clear of all Liens, rights of first refusal, preemptive rights or other restrictions, and all of the issued and outstanding shares of capital stock or other equity interests o... | Label: Subsidiaries |
714a3752-bfd8-4325-ab32-cfaa9cdba1ba | Clause:
This Agreement will be governed by and construed and enforced in accordance with the laws of the State of Delaware without reference to the conflict of laws principles thereof. Each of the Parties irrevocably agrees that any legal action or proceeding with respect to this Agreement and the rights and obligation... | Label: Applicable Laws |
3f7a7a24-6cd1-4d34-b814-81370420e584 | Clause:
The respective rights and obligations of the parties under this Agreement (including, but not limited to, Section 11) shall survive any termination of the Executive’s employment or termination or expiration of this Agreement to the extent necessary to the intended preservation of such rights and obligations.
T... | Label: Survival |
8491ec5a-9c2e-45fb-9a43-649326987c5b | Clause:
No Employee shall have the right to receive an Award under the Plan, or, having received any Award, to receive a future Award.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments,... | Label: Participations |
d79a1d2d-1cbd-40ed-a6b4-bb57ca81b835 | Clause:
THIS PATENT SECURITY AGREEMENT SHALL BE SUBJECT TO THE PROVISIONS REGARDING CHOICE OF LAW AND VENUE AND JURY TRIAL WAIVER SET FORTH IN SECTION 14 OF THE LOAN AGREEMENT, AND SUCH PROVISIONS ARE INCORPORATED HEREIN BY THIS REFERENCE, MUTATIS MUTANDIS .
Task: Classify this clause into ONE of these types (exactly ... | Label: Venues |
34014379-c300-4a3d-a804-ae2495220b42 | Clause:
This Exercise Agreement will be construed and interpreted in accordance with the laws of the State of Nevada without regard to conflict of law principles.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approval... | Label: Governing Laws |
5a639757-7274-4ef3-b0a0-97fc0a58ec8b | Clause:
This document represents the final and complete agreement between the parties with respect to the subject matter hereof and supersedes all other prior or contemporaneous agreements, communications or representations, whether oral or written, express or implied. The parties acknowledge and agree that they may no... | Label: Entire Agreements |
44d3d6ae-83ba-49bd-9d5d-d0037930e788 | Clause:
The obligations of each Facility Lessee set forth in Sections 38.4 and 38.5 shall include, without limitation, such Facility Lessee using its commercially reasonable efforts to assist and cooperate with Lessor (or its designee) in (i) obtaining any new material Licenses and Participation Agreements or (ii) tran... | Label: Cooperation |
0feb636c-bcd5-454a-8b65-a6db70077a05 | Clause:
Upon exercise of a Stock Appreciation Right, the holder shall be entitled to receive from the Company an amount equal to the number of shares of Common Stock subject to the Stock Appreciation Right that is being exercised multiplied by the excess of (i) the Fair Market Value of a share of Common Stock on the da... | Label: Payments |
7e18f570-3267-4185-b3bb-b5fdcaa50084 | Clause:
This Agreement constitutes a single integrated contract expressing the entire agreement of the parties, and supersedes and replaces any and all other agreements, written or oral, express or implied, between Executive, on the one hand, and the Company or MyFitnessPal, Inc., on the other hand, concerning the subj... | Label: Entire Agreements |
96d5f0a8-d572-4e17-b89c-0b89c9ea5bcb | Clause:
During the Term of Employment, the Executive shall be employed as the Executive Vice President and Chief Administrative Officer. In carrying out his duties under this Agreement, the Executive shall report directly to the President and/or Chief Executive Officer of the Company. During the Term of Employment, the... | Label: Titles |
6b73bb4b-5020-4bb0-bbc4-ce87516702d0 | Clause:
This Agreement, including the Exhibits hereto, constitutes the entire agreement and understanding between the Company and Consultant with respect to the subject matter hereof and supersedes all prior agreements and understandings (whether written or oral), between Consultant and the Company and the Company’s s... | Label: Entire Agreements |
b57c3ca3-c1a2-4f44-a922-edc913e1a230 | Clause:
Each Borrower hereby waives presentment and demand for payment, notice of dishonor, protest and notice of protest of this Note, and will pay all costs of collection when incurred by or on behalf of the Lender, including, without limitation, reasonable attorneys’ fees, costs and other expenses.
Task: Classify t... | Label: Waivers |
93c64ac3-6657-425d-8fc3-32586e5464c8 | Clause:
This Agreement may be terminated and the sale and purchase of the Shares abandoned at any time prior to each Closing by either the Company or any Purchaser (with respect to itself only) upon written notice to the other, if the applicable Closing has not been consummated on or prior to 5:00 P.M., New York City t... | Label: Terminations |
28fba211-b9ca-485f-a630-2b767490d7fa | Clause:
The Borrower shall make each payment of principal, interest and fees hereunder and under the Note, without set-off or counterclaim, not later than 12:00 p.m., California time, on the day when due in lawful money of the United States of America to the Lender at the office of the Lender designated from time to ti... | Label: Payments |
610485f6-78f4-4075-8a01-eb9d244c66b4 | Clause:
Each Credit Party will take, or cause to be taken, all such further actions and execute, or cause to be executed, all such further documents and instruments as Lender may at any time reasonably request or determine to be necessary or advisable to further carry out and consummate the transactions contemplated by... | Label: Further Assurances |
70749f01-d877-4250-a44d-cf8039488f65 | Clause:
Officer acknowledges that, in executing this Amendment, Officer has had the opportunity to seek the advice of independent legal counsel and has read and understood all of the terms and provisions of this Amendment. This Amendment shall not be construed against any party by reason of the drafting or preparation ... | Label: Interpretations |
Subsets and Splits
No community queries yet
The top public SQL queries from the community will appear here once available.