id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
a44ce50f-f393-4efa-b295-bd48d15a7f76 | Clause:
All notices, requests, demands, and other communications required under this Escrow Agreement (each, a “Notice”) shall be in writing, in English, and shall be deemed to have been duly given if delivered (a) personally, (b) by facsimile transmission with written confirmation of receipt, (c) by overnight delivery... | Label: Notices |
3720e2e8-5aa8-453d-84ee-96543622172b | Clause:
All notices and other communications provided for herein to Administrative Agent or to any Debtor shall be effectuated in the manner provided for in the Credit Agreement. Each Debtor appoints Borrower such Debtor's agent, and Borrower shall act as agent for each other Debtor, for receipt of notices and other co... | Label: Notices |
da4a7088-70ca-455a-a037-1efaf452fe33 | Clause:
Executive shall perform all the duties and obligations reasonably associated with the position of COO Operations and consistent with the Bylaws or other governing documents of the Company or the Operating Partnership as in effect from time to time, subject to the supervision of the CEO, and shall perform such o... | Label: Duties |
919e0238-7a1b-4ec6-b430-8be1705a7006 | Clause:
At the time of each Advance or Letter of Credit, the representations and warranties set forth in Section 4 hereof, as supplemented by written disclosures by the Borrower to the Bank of changes affecting such representations and warranties (but which changes do not breach any term of this Agreement except as may... | Label: Warranties |
5aa228d0-ee7a-434c-b2b8-562c81977615 | Clause:
In the event of any stock split, stock dividend, recapitalization, reorganization, merger, consolidation, combination, exchange of shares, liquidation, spin-off or other similar change in capitalization or event, or any distribution to holders of Common Stock other than a regular cash dividend, the number and c... | Label: Adjustments |
81d1b5ca-7f9d-4e67-9079-b1210e343859 | Clause:
The Company and each of its Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as management of the Company believes to be reasonable and customary in the businesses in which the Company and its Subsidiaries are engaged. To the Company’s... | Label: Insurances |
c2e06230-59be-4f0c-be43-c75868348d8c | Clause:
On May 12, 2017 or, if such day is not a Clearance System Business Day, on the next Clearance System Business Day immediately following such day (the “ Delivery Date ”), Company shall deliver to Dealer, to the account specified in Section 7 hereof, a number of Shares to be agreed separately by Company and Deale... | Label: Payments |
b8226148-3e08-458e-9b21-fa5bb6611dbe | Clause:
Each Lender Party hereby irrevocably appoints Citi to act on its behalf as the Administrative Agent and the Collateral Agent hereunder and under the other Loan Documents and Citi hereby accepts such appoint-ment appointment as Administrative Agent and Collateral Agent. Each Lender Party hereby authorizes the Ad... | Label: Authority |
d6e45ed0-640f-49b2-a693-3e772b07e768 | Clause:
Upon satisfaction of the conditions precedent in Section 3.1 , this Second Amendment shall be effective as of date hereof.
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: Effectiveness |
46304868-a76f-42cf-9641-cd24b4aa08b9 | Clause:
The Board or the Compensation Committee of the Board reserves the right to terminate this Plan (by Plan amendment) at any time and to pay all Participants their Deferral Account balances in a lump sum immediately following such termination or at such time thereafter as the Board or the Compensation Committee o... | Label: Terminations |
dc6b1e0a-a7fe-4b20-8f53-499901a1b0e1 | Clause:
All notices required or permitted hereunder shall be in writing and shall be deemed effectively given:(a) upon personal delivery to the party to be notified, (b) when sent by confirmed facsimile if sent during normal business hours of the recipient; if not, then on the next Business Day, (c) five (5) Business D... | Label: Notices |
aba79681-4aa7-46ea-946c-136c36caa836 | Clause:
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together, shall constitute one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Appl... | Label: Counterparts |
51198928-d551-43c9-b85a-35df02612718 | Clause:
From the date of this Agreement to the Closing Date, AGRO shall notify OWNERS of any actions or proceedings of the type described in Section 4.07 that are threatened or commenced against AGRO or against any officer, director, employee, properties or assets of AGRO and of any requests for information or document... | Label: Litigations |
88abfc60-577c-4a2a-ae52-de5ffcd351d2 | Clause:
Unless the RSUs are forfeited before the Vesting Date, the RSUs will be converted into an equal number of Shares and will be delivered as soon as practicable thereafter, but not later than December 31 following the second anniversary of the Grant Date and, if you are subject to U.S. federal income tax on such S... | Label: Payments |
63f9087b-8357-4eac-b413-0c3897653295 | Clause:
All demands, notices and communications hereunder shall be in writing and shall be delivered or mailed by registered or certified first-class United States mail, postage prepaid, hand delivery, prepaid courier service, by telecopier or electronically by email (if an email address is provided), and addressed in ... | Label: Notices |
84a424a1-8faf-48b7-a3bd-878f82ac7a9c | Clause:
All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law or equity .
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: Remedies |
a9e3655f-479f-4b4f-b189-8a175010f685 | Clause:
Neither the Information Memorandum nor any of the other reports, financial statements or certificates or other written information (other than information of a global economic or industry nature) furnished by or on behalf of the Borrower or its Affiliates to the Administrative Agent or any Lender in connection ... | Label: Disclosures |
22ede756-4b38-4b56-ae63-b7ac3407818e | Clause:
This Section 5 shall survive any termination of the Employment Period and any expiration or termination of this Agreement.
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: Survival |
a02259b1-2eb7-4c3b-87e3-5a30031f1f33 | Clause:
The entire text of the Plan is expressly incorporated herein by this reference and so forms a part of this Agreement. In the event of any inconsistency or discrepancy between the provisions of the PSU Award covered by this Agreement and the terms and conditions of the Plan under which such PSUs are granted, the... | Label: Construction |
fa3320c4-0d05-41fb-b1e2-80dbbc145b2b | Clause:
(a) The Company has all necessary corporate power and corporate authority to execute and deliver this Agreement and the other Transaction Agreements and to perform its obligations hereunder and thereunder and to consummate the Transactions. The execution, delivery and performance by the Company of this Agreemen... | Label: Authority |
fcc5ee8c-46dd-4ada-97e3-63ec4bd2e5ba | Clause:
Any of the terms defined herein may, unless the context otherwise requires, be used in the singular or the plural, depending on the reference. References to “hereof” or “herein” mean of or in this Agreement, as applicable. References herein to any Section, Appendix, Schedule or Exhibit will be to a Section, a... | Label: Interpretations |
9b8a59a3-aea4-4a3f-b848-008c17aa3147 | Clause:
Sublessee shall not have the right to assign or sublet the Premises, in whole or in part, without the prior written consent of Sublessor (such consent not to be unreasonably withheld, conditioned or delayed); provided any such assignment or subletting (i) shall be subject to the terms of the Master Lease, and (... | Label: General |
132097c6-9df3-4df8-b1b1-c3e4d23fcb82 | Clause:
Except as set forth in Schedule 3(s) , there is no material action, suit, arbitration, proceeding, inquiry or investigation before or by any court, public board, other Governmental Entity, self-regulatory organization or body pending or, to the knowledge of the Parent or ICA-T, threatened against or affecting t... | Label: Litigations |
a6a3aafd-ae6e-4ad7-b73f-d43b04a247c0 | Clause:
Executive’s minimum base salary during the Term shall be at the rate of $380,000 per year. Executive’s base salary shall be payable in substantially equal installments in accordance with the Company’s payroll practices as in effect from time to time, less any amounts required to be withheld under applicable la... | Label: Base Salary |
6a4faab4-77cb-40c9-b49d-39777032fb2c | Clause:
The execution, delivery, and performance of this Agreement does not and shall not: (a) violate any provision of law, rules or regulations applicable to it or any of its subsidiaries; (b) violate its certificate of incorporation, bylaws, or other organizational documents or those of any of its subsidiaries; or (... | Label: No Conflicts |
7256179e-c9ef-49ab-bfde-7ed4e6f21402 | Clause:
This Warrant may be executed in counterparts, all of which together shall constitute one and the same agreement. Any signature page delivered electronically or by facsimile shall be binding to the same extent as an original signature page with regards to any agreement subject to the terms hereof or any amendme... | Label: Counterparts |
1b7519ff-3b5a-44e7-8a1e-206033ee16ae | Clause:
The execution, delivery, and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby will not (i) result in a violation or breach of, or constitute (with or without notice or lapse of time or both) a default under, or conflict with (A) any provisi... | Label: No Conflicts |
65e39133-2ba6-4ec9-80e1-e9ec7fc05d64 | Clause:
Subject to Section 11 of the Plan, in the event of any change in the aggregate number of outstanding Common Shares by reason of (a) any stock dividend, extraordinary dividend, stock split, combination of shares, recapitalization or other change in the capital structure of the Company, or (b) any Change in Contr... | Label: Adjustments |
63caec96-fe36-4823-a74c-4331f0aa5740 | Clause:
(a) The term of Executive’s employment under this Agreement (the “ Term ”) shall be effective as of April 27 , 2017 (the “ Effective Date ”) and shall continue until December 31, 2018 (the “ Term Expiration Date ”). Executive’s employment under this Agreement may be terminated earlier than the Term Expiration D... | Label: Terms |
82bdb3ac-12f1-4032-a7a7-e11449164618 | Clause:
(a) This Agreement (including the Exhibits, Schedules and Disclosure Schedules hereto) constitutes the entire agreement, and supersedes all other prior agreements, understandings, representations and warranties, both written and oral, among the parties, with respect to the subject matter hereof; and (b) this Ag... | Label: Entire Agreements |
59cb76e1-4795-4b3b-9a0c-dcdf6c2ef3e4 | Clause:
Neither this Agreement nor any provision contained in this Agreement will be interpreted in favor of or against any party hereto because such party or its legal counsel drafted this Agreement or such provision. Whenever the plural form of a word is used in this Agreement, that word will include the singular for... | Label: Construction |
e3e234cd-42ce-41bb-8889-df9de4a797ab | Clause:
All notices, approvals and other communications required or permitted to be given under this Agreement shall be in writing and shall be validly served or given if delivered in person, electronically (with read receipt acknowledgment), mailed by first class mail (registered or certified, return receipt requested... | Label: Notices |
fe5c5c98-b44c-4c17-acb2-63f104b8d1c0 | Clause:
Subject to Section 8 below and further subject to any accelerated vesting that may be provided for pursuant to [ insert employment agreement reference, if applicable ], the Award shall vest and become nonforfeitable upon, and subject to, the achievement of the performance hurdles and applicable time-based vesti... | Label: Vesting |
8f1c17de-6b6e-4c46-9010-14b090111002 | Clause:
From and after the date hereof, the Company shall not, and shall use its commercially reasonable efforts to ensure that no Affiliate of the Company shall, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that may reas... | Label: Integration |
3cd905e7-3d21-4f73-b744-5982a0dc882b | Clause:
If the whole or any part of any Participant’s Mutual Fund Share Investment Account becomes liable for the payment of any estate, inheritance, income, employment, or other tax which the Company or any Subsidiary may be required to pay or withhold, the Company or any Subsidiary will have the full power and author... | Label: Taxes |
b17f131b-4866-401c-9984-82f1e1fe1a5c | Clause:
This Agreement incorporates all agreements and understandings between Quintero Perez and the Company with respect to the termination of Quintero Perez’s employment with the Company and supersedes all prior agreements between the Company and Quintero Perez and Quintero Perez hereby acknowledges that the Company ... | Label: Entire Agreements |
540c6028-398f-464e-9303-5d8700c29b14 | Clause:
Upon or at any time after the occurrence of an Event of Default specified in Sections 9.1 , 9.2 , 9.3 or 9.4 hereof, all Obligations under this Note shall, upon the demand of the Holder, become due and payable without further presentment, demand, protest or other notice of any kind, all of which are hereby expr... | Label: Remedies |
2adb9d3e-640b-4fa5-8c26-49d086c2b1b8 | Clause:
Each party’s obligations under this Section 3.7 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 Revolving Credit Commitments and the repayment, satisfaction or discharge of all obligations under any ... | Label: Survival |
878e53a0-0ffe-413e-a469-1258be470192 | Clause:
In addition to the benefits specifically described in this Agreement, the Executive shall be entitled to such benefits as may be available from time to time to similarly situated employees. All such benefits shall be awarded and administered in accordance with Park Sterling’s standard policies and practices.
T... | Label: Benefits |
8f9eafac-d092-4ccd-9b11-1fba6865b2e4 | 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; provided that a facsimile or .pdf signature shall be considered due exec... | Label: Counterparts |
0458d4e3-3775-425c-8772-e12fb1c58bcd | Clause:
Any dispute arising out of or relating to (i) this Agreement or the alleged breach of it, or the making of this Agreement, including claims of fraud in the inducement, or (ii) Employee’s application or candidacy for employment, employment and/or termination of employment with Bio-Techne including, but not limit... | Label: Arbitration |
b8ae3516-8951-4957-8c7e-669ee024bffe | Clause:
The Company and the Subsidiaries own or possess adequate enforceable rights to use all patents, patent applications, trademarks (both registered and unregistered), service marks, trade names, trademark registrations, service mark registrations, copyrights, licenses and know-how (including trade secrets and othe... | Label: Intellectual Property |
3d3d6e6d-297a-42ee-8c3d-0301f91572b7 | Clause:
(a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Borrower, threatened against or affecting the Company or any of its Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and that... | Label: Litigations |
37d513cb-811b-43c6-904d-fd81df194269 | Clause:
This Agreement may be executed in two or more counterparts, all of which, taken together, shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party.
Task: Classify this clause into ONE of the... | Label: Counterparts |
a3cab22c-c02e-421a-96ce-edc514d61a98 | Clause:
The Company agrees to indemnify, defend and hold Consultant and its employees, agents and affiliates harmless from and against any and all loss, claim, damage, liability and expense (including, without limitation, all reasonable costs of investigation, legal and other fees and expenses incurred in connection wi... | Label: Indemnifications |
2e42a682-8429-4117-92dc-721c0396a1f3 | Clause:
Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration,... | Label: Definitions |
23db5651-9316-4b53-9b25-af793016c4d5 | Clause:
The Company shall not, nor shall it permit any of its Subsidiaries to, enter into, renew, extend or be a party to, any transaction or series of related transactions (including, without limitation, the purchase, sale, lease, transfer or exchange of property or assets of any kind or the rendering of services of a... | Label: Transactions With Affiliates |
d2c3aa78-fa8e-4fcd-b8cc-6c4e74e4ac9a | Clause:
Each Lender shall have obtained approval from its credit committee in respect of its Maximum Amount and shall be satisfied with its diligence in respect of the Credit Parties (including, without limitation, the capital structure of the Credit Parties), with any material Indebtedness of a Credit Party being subj... | Label: Approvals |
0b57cb2a-1630-4ff3-b07e-28d1ed80b682 | Clause:
This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without any effect whatsoever on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the Closing has not been consummated on or before March 15, 2017; pro... | Label: Terminations |
f4013b48-3565-4496-ba1e-0f2005bf4d0f | Clause:
Schedule 5.8 contains an accurate list of all Subsidiaries of the Borrower as of September 29, 2017, setting forth their respective jurisdictions of organization and the percentage of their respective capital stock or other ownership interests owned by the Borrower or other Subsidiaries. All of the issued and o... | Label: Subsidiaries |
bbb28a7f-2cdc-42b1-a87d-ab8d6c1e6822 | Clause:
Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement prevents the Participant from providing, without prior notice to the Company, information to governmental authorities regarding possible legal violations or otherwise testifying or participating in any investigation or proceed... | Label: Disclosures |
756f3e10-c5ec-4eeb-9615-53ff38135978 | Clause:
This Amendment and the rights and obligations of the parties under this Amendment shall be governed by, and construed in accordance with, the law of the state of New York (INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), without reference to the conflicts or choice of law princ... | Label: Governing Laws |
a32a9f4e-eecf-4512-abe3-88fd9e60ef74 | Clause:
All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt), (b) when received by the addressee if sent by a nationally recognized overnight courier (rece... | Label: Notices |
b9b191a2-1f23-4070-97d5-73df42b615a1 | Clause:
This Agreement, together with the Schedules, Exhibits and other documents delivered pursuant to this Agreement, the Transfer and Assumption Agreement and the Guaranty constitute a complete and exclusive statement of the terms of the agreement between the Parties with respect to its subject matter and supersedes... | Label: Entire Agreements |
ebf035bc-3b8f-487c-9e39-2533b96ee262 | Clause:
The Company has the requisite power and authority to enter into and to consummate the transactions contemplated by this Agreement, including, without limitation, the issuance of the Shares to the Purchaser, and otherwise to carry out its obligations hereunder. The consummation by the Company of the transactions... | Label: Authority |
0129b1ed-eb72-4f6a-bbae-64d89eb85af7 | Clause:
The closing of the purchase and sale of the Target Shares set forth in this Agreement (the “ Closing ”) shall take place at the offices of Westerman Ball Ederer Miller Zucker & Sharfstein, LLP, at 1201 RXR Plaza, Uniondale, New York 11556, commencing at 10:00 a.m., local time, on December 30, 2016, subject to t... | Label: Closings |
10d294ef-5829-4cdb-ba8c-8c9a653d0ee9 | Clause:
EACH OF THE COMPANY, THE ADMINISTRATIVE AGENT, THE CANADIAN ADMINISTRATIVE AGENT AND THE LENDERS HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED ... | Label: Waiver Of Jury Trials |
bf7aeda3-3c9d-4dba-b6eb-b4af0ff7999f | Clause:
If the Asset Representations Reviewer is required by applicable law, regulation, rule or order issued by an administrative, governmental, regulatory or judicial authority to disclose part of the Confidential Information, it may disclose the Confidential Information. However, before a required disclosure, the A... | Label: Disclosures |
73919b4e-bada-4402-a69b-2184d985441d | Clause:
Your job title will continue to be Chief Financial Officer and you will be expected to devote all of your business time and efforts to the performance of the duties and responsibilities normally associated with this position, including those that will from time-to-time be assigned to you by the Chief Executive ... | Label: Duties |
42b1e3a0-8845-4485-ba86-d11d14ebf504 | Clause:
Except as set forth on Schedule 3.07, no authorization, consent, approval, waiver, license, qualification or written exemption from, nor any filing, declaration, qualification or registration with, any Governmental Authority or any other Person is required in connection with (a) the execution, delivery or perfo... | Label: Approvals |
24ca061c-38b6-427a-83f9-d488bf1cf510 | Clause:
The agreements in this Section 10.04 shall survive the resignation of the Administrative Agent, any L/C Issuer and any Swing Line Lender, the replacement of any Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all other Obligations.
Task: Classify this clause into ONE... | Label: Survival |
3229a6c1-9afb-4fdf-b19d-728515386928 | Clause:
The Company will use the net proceeds received by it from the sale of the Securities for acquisition of dry bulk vessels, expansion of the Company’s logistics services and general corporate purposes.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, An... | Label: Use Of Proceeds |
45975ca0-ea53-4577-85ba-9ed4a17f9f0a | Clause:
The Plan will terminate automatically on May 23, 2027. In addition, the Plan may be terminated at any time by the Board. The Plan will remain in effect with respect to outstanding Benefits until no Benefits remain outstanding.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments,... | Label: Terminations |
11d5d9dc-03e2-4186-9ec8-af63de6eee9c | Clause:
The Borrower shall make mandatory principal prepayments of the Loans in the manner set forth in clause (iv) below in an amount equal to 100% of the aggregate Net Cash Proceeds from any Insurance and Condemnation Event to the extent that the aggregate amount of such Net Cash Proceeds not reinvested as set forth... | Label: Insurances |
8d18259f-79c7-42c7-92be-fedfcf832afd | Clause:
Tenant and Landlord each represents and warrants to the other party that it neither consulted nor negotiated with any broker or finder in connection with this Agreement. Tenant agrees to indemnify and hold Landlord harmless from any damages, costs and expenses suffered by Landlord by reason of Tenant’s breach o... | Label: Brokers |
26c6509f-452d-417e-afe1-006cfc975dfd | Clause:
The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Class B Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a brea... | Label: Remedies |
f4379729-cef6-4aeb-9aee-bb869017408d | Clause:
None of the Company, any of its affiliates (as defined in Rule 501(b) under the 1933 Act), or any person acting on behalf of the Company or such affiliate will sell, offer for sale, or solicit offers to buy or otherwise negotiate in respect of any security (as defined in the 1933 Act) which will be integrated w... | Label: Integration |
8dd5505b-baa9-46a0-b654-1d5830310c21 | Clause:
Other than with respect to the indemnification obligations of Splitco set forth in Section 2.9 , and the other obligations that by their nature should survive following the time at which a Holder ceases to hold Registrable Securities, Splitco’s obligations under this Agreement shall cease with respect to any Ho... | Label: Terminations |
5b46477f-fb7a-428e-9dc2-6ddedd5d8083 | Clause:
The Borrowers shall, and shall cause the other Loan Parties to, jointly and severally indemnify each Recipient, within ten (10) days after written demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Secti... | Label: Indemnifications |
3c332e72-c9da-45d9-97ff-5b335776cd56 | Clause:
The Plan Administrative Committee shall have all powers specified in the Plan in addition to all others as may be necessary to discharge its duties hereunder, including, but not by way of limitation, the power to construe or interpret the Plan, to determine all questions of eligibility hereunder, to determine t... | Label: Powers |
c27d81e2-8b47-44ac-8c08-b08787e39c30 | Clause:
THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THEREOF.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Appr... | Label: Governing Laws |
9e6b5810-5cd2-4834-8282-b7ad983a14d8 | Clause:
This Agreement, the New Warrants and the Original Warrant contain the entire understanding of the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, oral or written, with respect to such matters.
Task: Classify this clause into ONE of these types (exactly o... | Label: Entire Agreements |
8be60773-b55a-406f-ab68-8bf2ca697bbc | Clause:
As of the Effective Date, all of the issued and outstanding Equity Interests owned by each Loan Party in its direct Subsidiaries is set forth in Schedule 3.19. All Equity Interests held by each Loan Party in its direct Subsidiaries are duly authorized and validly issued, fully paid and non-assessable (to the ex... | Label: Subsidiaries |
7b9f3759-877c-4cd9-949f-98d08dfb55d3 | Clause:
Any notice or communication under this Agreement must be in writing and given by (i) deposit in the United States mail, addressed to the party to be notified, postage prepaid and registered or certified with return receipt requested, (ii) delivery in person or by courier service providing evidence of delivery, ... | Label: Notices |
263c3a3c-4be7-42c2-b24b-483a55e9a7f8 | Clause:
THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO ANY CHOICE OR CONFLICT OF LAW PROVISION OR RULE (WHETHER OF THE STATE OF DELAWARE OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF DELAW... | Label: Governing Laws |
d07d35b7-f5b0-4da2-9bab-b764e6926cc1 | Clause:
The Term of this Plan (the “ Term ”) commenced on the Effective Date and shall continue in effect through June 30, 2019; provided, however , that commencing on July 1, 2019 and each July 1 st thereafter, the Term shall automatically be extended for one additional year unless, not later than three months prior t... | Label: Terms |
196755de-6994-4362-b8e5-58ce03366562 | Clause:
(a) Schedule 5 lists all registrations and applications in existence on the Closing Date for Intellectual Property (including, without limitation, registered or issued Copyrights, Patents, Trademarks and all applications therefor), in each case owned by such Grantor on the date hereof Closing Date, and (i) issu... | Label: Intellectual Property |
0ca08cbc-ba09-4a6c-b2b6-89cc6428fd05 | Clause:
For all services to be rendered by Executive pursuant to this Agreement, the Company agrees to pay Executive during the Employment Period an annual base salary, less applicable taxes, including income tax, FICA and FUTA, and other appropriate deductions (the "Base Salary") at an annual rate of $300,000. During ... | Label: Base Salary |
767fcce7-0a9f-4c9d-87d9-d8baa0647be7 | Clause:
All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents 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 conflicts of law thereof. Each party agrees that all... | Label: Governing Laws |
a12db149-7d97-4e59-b4ff-3cc23725e112 | Clause:
Each Loan Party and each Subsidiary is in compliance with the requirements of all laws, rules and regulations (including, without limitation, the Securities Act and the Securities Exchange Act, and the applicable rules and regulations thereunder, state securities law and “Blue Sky” laws) applicable to it and it... | Label: Compliance With Laws |
12a5c7a5-eb94-46ac-9802-149cd07c7692 | Clause:
The Company may from time to time impose any conditions on the Share Award as it deems necessary or advisable to ensure that the Award satisfies the conditions of applicable laws.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, ... | Label: Applicable Laws |
74e29495-7274-4f09-a23b-8854db2ee276 | Clause:
This Agreement constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof; except for that certain Non-Disclosure and Restricted Use Agreement dated as of August 7, 2016, which is in full and force a... | Label: Entire Agreements |
0b486076-0484-410e-9cd2-d0d5fe0b7085 | Clause:
This Agreement, together with Exhibit A hereto, constitutes the entire agreement between the parties hereto with respect to the matters referred to herein and supersedes any and all prior agreements, whether written or oral. No other agreement relating to the terms of the Executive’s employment by the Employers... | Label: Entire Agreements |
42cabada-0e23-4071-b531-9bc762b6fb79 | Clause:
The headings contained in this Agreement are inserted only for reference as a matter of convenience and in no way define, limit, or describe the scope or intent of this Agreement, and will not affect in any way the meaning or interpretation of this Agreement.
Task: Classify this clause into ONE of these types ... | Label: Headings |
abba30e4-03b2-4a44-add5-e9ef408ab182 | Clause:
The Company has the right to amend, alter, suspend, discontinue or cancel the Restricted Stock Units, prospectively or retroactively; provided that no such amendment shall adversely affect Grantee's material rights under this Agreement without Grantee's consent.
Task: Classify this clause into ONE of these typ... | Label: Amendments |
d36cf8e0-04b3-4115-9638-99d0ce0a3ff6 | Clause:
This Agreement, together with all of the other Loan Documents, the applicable provisions of the Commitment Letter and the Fee Letter referred to herein, and all certificates and documents delivered hereunder or thereunder, embodies the entire agreement of the parties and supersedes all prior agreements and unde... | Label: Entire Agreements |
701e1401-27ee-43c3-bf9d-d54e2ac39431 | Clause:
The provisions of this Agreement are severable. If any provision is determined to be invalid, illegal, or unenforceable, in whole or in part, then such provision shall be modified so as to be enforceable to the maximum extent permitted by law. If such provision cannot be modified to be enforceable, then the une... | Label: Severability |
f8c7a489-b8a1-4443-a4e6-5527af5eca33 | Clause:
The execution, delivery and performance of this Agreement, the Note by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance and reservation for issuance of the Conversion Shares) will not (i) conflict with or result in a... | Label: No Conflicts |
52e64608-8308-4864-88d2-41946a1df889 | Clause:
The Company and the Subsidiaries own, or have rights to use under license, all patents, patent applications, trademarks (whether registered or unregistered), trade dress (whether registered or unregistered), trademark applications, service marks (whether registered or unregistered), trade names (whether registe... | Label: Intellectual Property |
92dc3b82-f9d2-4a75-8c09-a9a4bf71bb78 | Clause:
Buyer and Seller shall issue such press releases and public announcements relating to the subject matter of this Agreement as are mutually acceptable; provided , however , that Buyer may make any public disclosure it or Parent believes in good faith is required by Law , regulation or stock market rule; provided... | Label: Publicity |
f77dff30-10f1-4edf-964d-0fbeadc31609 | Clause:
This Trademark Security Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Trademark Security Agreement by signing and delivering one or more counterparts. Delivery by telecopier or by electronic pdf copy of ... | Label: Counterparts |
3646c6e0-bdd7-4d8b-98fc-2d8752219e4c | Clause:
Except with respect to the remedies set forth in Section 3(f) hereof, any controversy or claim between the Company or any of its affiliates and the Executive arising out of or relating to this Agreement or its termination shall be settled and determined by a single arbitrator whose award shall be accepted as fi... | Label: Arbitration |
8b7c493b-5b8b-4f7c-90bd-852273c6a7dc | Clause:
Each of ASV, Manitex (on behalf of itself and each other member of the Manitex Group) and Terex (on behalf of itself and each other member of the Terex Group) understands and agrees that, except as expressly set forth in this Agreement or any Ancillary Agreement, no Party to this Agreement, any Ancillary Agreem... | Label: Warranties |
d5f261e6-ea7b-4652-a838-1c8a1b38a4f5 | Clause:
In connection with the exercise of any of the Option s as provided in this Award Agreement, the Company or one of its Subsidiaries may require the Associate to remit to the Company an amount in cash sufficient to satisfy any applicable Withholding Taxes that may arise in connection therewith, in accordance with... | Label: Withholdings |
09358454-69d9-4a79-874f-6a85db935c84 | Clause:
The Company and Virtu acknowledge and agree that the Non-Competition covenants set forth in Section 8(c) of your Employment Agreement will be null and void as of your Separation Date and will not be enforced against you following the Separation Date.
Task: Classify this clause into ONE of these types (exactly ... | Label: Waivers |
2dead7e0-7a39-411f-a0d6-fc6a5fb23831 | Clause:
Each person who is or has been a member of the Committee or of the Board, and any other person to whom the Committee delegates authority under the Plan, shall be indemnified and held harmless by the Company, to the extent permitted by law, against and from (i) any loss, cost, liability or expense that may be im... | Label: Indemnifications |
194a3621-f632-45a0-b02f-d9cffeadee83 | Clause:
At the request of Owner, Manager will make recommendations to Owner in respect of an insurance program for the Business of Owner. At the direction of Owner, Manager will procure on behalf of Owner, at Owner’s expense, insurance policies conforming to the agreed insurance program and shall take such measures as ... | Label: Insurances |
398884ca-c3a2-4c9a-9a91-eeb9c59f928d | Clause:
To the extent reasonably possible, the parties hereto shall cooperate with and assist each other, as requested, in carrying out the purposes of this Agreement. MSR Owner shall cooperate as reasonably required by Subservicer in Subservicer’s efforts to obtain Agency approvals and final certifications and recert... | Label: Cooperation |
9005f49c-d8cd-433d-bde4-b2d9dafab232 | Clause:
Enter into any transaction, including any purchase, sale, lease or exchange of property, the rendering of any service or the payment of any management, advisory or similar fees, with any Affiliate (other than the Borrower or any Subsidiary Guarantor) unless such transaction is (a) otherwise not prohibited by th... | Label: Transactions With Affiliates |
ea6a9f3e-9616-4135-98a3-d4b9b3f9d869 | Clause:
This Agreement shall terminate upon resignation, removal or failure of Nominee to be appointed or re-appointed by the Company’s shareholders as a director of the Company as provided for in the Company’s bylaws or as provided for under Nevada law, provided that any provision of this Agreement not capable of perf... | Label: Terminations |
Subsets and Splits
No community queries yet
The top public SQL queries from the community will appear here once available.