id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
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|---|---|---|
87bc3670-35bc-4ea4-a151-5ade690aba53 | Clause:
Institution and Investigator agree to comply with this Agreement, the Protocol, requirements of the IRB in connection with the Study, and all applicable federal, state and local laws and regulations, including but not limited to the privacy regulations issued pursuant to the Health Insurance Portability and Acc... | Label: Compliance With Laws |
a7d0c210-3fd0-490e-98d4-1fb5a5109db3 | Clause:
Following the execution of this Settlement Agreement, (i) each Party will take reasonable actions consistent with the terms of this Settlement Agreement as may reasonably be requested by the other Party, and otherwise reasonably cooperate with the other Party in a manner consistent with the terms of this Settle... | Label: Further Assurances |
be52483e-eff2-45f5-aeab-066c888d561a | Clause:
Except as provided in Section 4.2, (i) no Option granted under the Plan and this Agreement may be sold, transferred, pledged, assigned or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution, and (ii) the Option shall be exercisable during the Participant’s lifetime... | Label: General |
a179d6d2-4cbf-4073-b31a-5b61a355e756 | Clause:
This Security Agreement shall continue in effect (notwithstanding the fact that from time to time there may be no Secured Obligations outstanding) until all of the Secured Obligations have been Paid in Full.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendm... | Label: Terminations |
1b2634eb-8f60-42f7-aa0b-008061a2b6b5 | Clause:
This Agreement shall inure to the benefit of, be binding upon, and be enforceable by the Company and its successors and assigns. The Participant shall not assign any part of this Agreement without the prior express written consent of the Company, which consent may not be unreasonably withheld, conditioned or d... | Label: Assignments |
73f5a60f-500d-40c8-996b-b9299e92a875 | Clause:
The term of employment under this Agreement shall begin on May 8, 2017 (the “ Effective Date ”) and shall expire on April 30, 2020, unless terminated sooner as provided in this Agreement or unless extended as provided in the next sentence (the “ Employment Period ”). Unless this Agreement is terminated earlier,... | Label: Terms |
eb62fb31-e11f-4542-8ec5-df74939a0525 | Clause:
During the Term, the Executive’s initial annual base salary shall be $270,400. The Executive’s base salary may be redetermined annually by the Board or the Compensation Committee. The base salary in effect at any given time is referred to herein as “ Base Salary .” The Base Salary shall be payable in a manner t... | Label: Base Salary |
e10aa6c9-9432-48eb-985f-7f46a6b371b1 | Clause:
Each Loan Party (i) is a corporation, limited company, limited liability company, exempted limited partnership or limited partnership duly organized, validly existing and, where such (or similar) concept has a legal meaning in a particular jurisdiction, in good standing under the laws of the state or jurisdicti... | Label: Organizations |
4dd974c2-e815-4d74-a7f8-d47aa157c78a | Clause:
The Lenders, the Administrative Agent and the Joint Lead Arrangers shall have received all fees required to be paid, and all expenses for which invoices have been presented (including the reasonable fees and expenses of legal counsel and all registration, notarial and other fees), on or before the Effective Dat... | Label: Fees |
af21abc1-f6bf-4b94-aefa-48fc7c3e9b8d | Clause:
Neither Landlord nor Tenant shall be liable (by way of subrogation or otherwise) to the other party (or to any insurance company insuring the other party) for any personal injury or loss or damage to any of the property of Landlord or Tenant, as the case may be, with respect to their respective property, the Bu... | Label: Waivers |
a31b3f0a-f43b-4989-b74c-5712e39e2f3f | Clause:
This Agreement may be terminated at any time by either party with or without cause.
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 S... | Label: Terminations |
3483952c-a600-444c-919f-ae863350e945 | Clause:
Subject to the restrictions on Transfers set forth in this Agreement, this Agreement is binding on and shall inure to the benefit of the Members and their respective heirs, legal representatives, successors and permitted assigns and all other Persons hereafter holding, having or receiving an interest in the Com... | Label: Binding Effects |
0bd375d2-0f01-420a-8367-8f90ae39a1b4 | Clause:
In further consideration of the execution by the Holders of this Amendment Agreement, the Company, on behalf of itself and each of its Subsidiaries and Affiliates, and all of the successors and assigns of each of the foregoing (collectively, the “ Releasors ”), hereby completely, voluntarily, knowingly, and unc... | Label: Releases |
318b9e62-4e02-44a7-9478-7752868c33b7 | Clause:
The word “including” shall have the inclusive meaning represented by the phrase “including without limitation.” Unless the context of this Agreement clearly otherwise requires, the word “or” shall have the meaning represented by the phrase “and/or,” references to the plural include the singular and references ... | Label: Construction |
b7784e42-177c-4e02-b3cf-0b56b1ceffd4 | Clause:
As of the date hereof, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statement... | Label: Financial Statements |
10a3c01c-00ed-4d9c-bbf5-bbafb0f7937d | Clause:
Article and Section headings in this Agreement are included herein for convenience of reference only and shall in no way restrict or affect the interpretation of any provision hereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption La... | Label: Headings |
dd054621-b94e-4f57-b551-87e4b08e62d3 | Clause:
This Agreement, for all purposes, shall be construed in accordance with the laws of Ohio without regard to conflicts of law principles. Any action or proceeding by either of the parties to enforce this Agreement shall be brought only in a state or federal court located in the state of Ohio, county of Hamilton. ... | Label: Venues |
bfb6cc4f-6246-421a-b070-10d583c85556 | Clause:
This Assignment and Consent may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement. Delivery by facsimile or e-mail ... | Label: Counterparts |
2c4aaade-5c92-4cfc-a2ad-bd4d1e0369ca | Clause:
This Agreement shall be governed by and construed in accordance with the laws of the Grand Duchy of Luxembourg. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other transaction documents (whether bro... | Label: Jurisdictions |
a53579d4-3961-4ee1-8eae-c23775144b53 | Clause:
Except as set forth on Schedule 5.12 and on Schedule 5.16(c) , the Seller is now, and has been since the date of its formation, in compliance, in all material respects, with all applicable Laws and Orders. Except as set forth on Schedule 5.16(c) , the Seller has not received any written from any Governmental Au... | Label: Compliance With Laws |
11b8d748-fc3c-4c5a-a5c9-6441b69bc38b | Clause:
All documents, records, data, apparatus, equipment and other physical property, whether or not pertaining to Confidential Information, which are furnished to the Executive by the Company or are produced by the Executive in connection with the Executive’s employment will be and remain the sole property of the Co... | Label: Records |
4acb3f26-e9ed-4e09-9d46-06e587b97649 | Clause:
Except as set forth on Schedule 7.14 or as disclosed in writing to the Administrative Agent (which shall promptly furnish a copy to the Lenders), which shall be a supplement to Schedule 7.14, (a) each Loan Party has no Subsidiaries, (b) each Subsidiary is a Wholly-Owned Subsidiary and (c) no Loan Party nor any ... | Label: Subsidiaries |
62f8a63e-5b08-4a54-857a-9b99643b29c8 | Clause:
The Borrower shall p ay on demand all costs and expenses incurred by Lenders in connection with the preparation, execution, delivery, filing, and administration of this Amendment (including, without limitation, Attorneys’ Costs incurred in connection with the preparation of this Amendment and advising Lender as... | Label: Expenses |
9e5ed7f0-7d8b-40c6-8614-1f18f83d6255 | Clause:
This Second Amendment may be executed in any number of counterparts and the parties may deliver their respective signatures by electronic mail or PDF transmission, all of which together shall be deemed to constitute one instrument, and each of which shall be deemed an original.
Task: Classify this clause into ... | Label: Counterparts |
ff437d67-fe22-45ee-bdcf-8fa591a94a25 | Clause:
Employee’s employment with the Company will end on and Employee shall tender his resignation as a director of the Company effective as of the Separation Date, and the Company and Employee agree that such date will be the date of Employee’s “separation from service” with the Company for purposes of Internal Reve... | Label: Effective Dates |
9a5945b0-38b7-4153-b79a-caba58f5d4c3 | Clause:
There is no Proceeding pending or, to such Founder’s knowledge, threatened against such Founder before any Governmental Authority which would impair such Founder’s ownership of the applicable Founder Shares or otherwise prevent or delay the Closing of SHA Transactions. Such Founder is not subject to any outsta... | Label: Litigations |
30d51860-e60d-445c-9328-6bdd27657458 | Clause:
The Company will, and will cause each of the 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 same or similar busin... | Label: Insurances |
83451a5d-5fba-4230-819b-a369d95d2d2f | Clause:
Any notice or other communication given pursuant to this Agreement shall be in writing and shall be personally delivered or mailed by United States registered or certified mail, postage prepaid, return receipt requested, to the Company at its principal place of business or to the Grantee at the address on the C... | Label: Notices |
d63c1fee-5509-40cf-a7a6-916f8b469e6c | Clause:
All insurance maintained by Group Members is in full force and effect, all premiums have been duly paid (or arrangements for payment therefor have been made), no Group Member has received notice of violation or cancellation thereof, the properties covered thereby, and the use, occupancy and operation thereof, c... | Label: Insurances |
51281d0a-fae2-4c36-9302-26469cc12be8 | Clause:
Benefits determined pursuant to this Article III shall be subject to the same reductions for early commencement as applicable under RIP.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, As... | Label: General |
c24396ae-b69c-4b5b-a028-08dfc14b5026 | Clause:
If the Indemnifying Party chooses to defend or prosecute any Third Party Claim, the Indemnified Party shall cooperate in the defense or prosecution thereof and shall furnish such records, information and testimony, provide such witnesses and attend such conferences, discovery proceedings, hearings, trials and a... | Label: Cooperation |
6f97a1b2-215f-4408-96c6-dd23d0418b60 | Clause:
During the Employment Period, the Company shall provide Executive with an annualized base salary equal to no less than $725,000.00 (“ Base Salary ”), paid in accordance with the Company’s normal payroll policies. During the Employment Period, Executive’s then-current Base Salary shall be reviewed for increase a... | Label: Base Salary |
d217a1e4-9dcf-40f1-b2ff-a91e8becf46b | Clause:
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND THEREOF AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PART... | Label: Entire Agreements |
c3b8bc5a-5dd2-4ca7-a347-a683642ceb04 | Clause:
All notices, requests and demands to or upon the respective parties hereto shall be given in the manner, and become effective, as set forth in Section 9.1 of the Existing Credit Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corrupti... | Label: Notices |
0f124fc1-e75b-4180-b532-f8502f122081 | Clause:
Landlord and Tenant hereby waive any statutory rights of termination which may arise by reason of any damage or destruction of the Leased Property or the Resort Personal Property.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, ... | Label: Waivers |
b7f4b638-6650-45bd-8bd0-596e2b9f77dc | Clause:
This Agreement and any amendments, waivers, consents or supplements hereto may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all taken together shall constitute a single contract. Delivery of an executed counterpart of a ... | Label: Counterparts |
b7b5b1ab-15eb-43b5-910b-8bcb0b36a0ae | Clause:
You will be entitled to reimbursement for reasonable and necessary out-of-pocket expenses you incur in furtherance of your performance of the Services provided that you submit to the Company, appropriate receipts, reports, and/or documentation with respect to such expenses. Reimbursement payments will be made w... | Label: Expenses |
82dfd3df-22d2-4368-8788-8e47e13d10fd | Clause:
Except as would not reasonably be expected to, individually or in the aggregate, result in Material Adverse Effect, none of the Borrower or any Subsidiary will (a) become the sponsor of, contribute to, be required to contribute to or otherwise incur actual or potential liability with respect to, any Benefit Pla... | Label: Agreements |
f671336a-ef20-4fe9-a4ce-bc2aaf609ac2 | Clause:
The term of this Lease (including as it may be extended pursuant to the terms hereof, the “Term”) shall commence on the date hereof and, unless terminated in accordance with the provisions hereof, shall remain in full force and effect for an initial term ending on June 30, 2017 and thereafter shall automaticall... | Label: Terms |
8124820e-3e84-4e35-a2f2-643913a598ec | Clause:
The Company owns, possesses, licenses or has other rights to use, the patents and patent applications, copyrights, trademarks, service marks, trade names, service names and trade secrets described in the SEC Filings as necessary or material for use in connection with its business and which the failure to so hav... | Label: Intellectual Property |
5268622d-5f1b-4d63-a593-cd96c66b30e0 | Clause:
Capitalized terms used in this Amendment and not otherwise defined herein shall have the meaning assigned to such terms in the Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, A... | Label: Defined Terms |
dbcbfeec-afd7-4ed9-a6c3-aa019746999e | Clause:
The Plan, the Grant Notice and this Agreement (including all Exhibits thereto) constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Holder with respect to the subject matter hereof.
Task: Classify this clause into ONE of these t... | Label: Entire Agreements |
ed7eb06a-1d81-48a3-9349-17ef14198e33 | Clause:
The Executive shall be entitled to four (4) weeks’ paid vacation in each calendar year, which if not taken, may not be carried over from one calendar year to the next. Executive shall receive holiday pay and paid sick leave as provided to other executive employees of the Company. Upon cessation of Executive’s e... | Label: Vacations |
7f3a29ff-aa77-4e5c-8a24-f492baf3c41c | Clause:
Other than as disclosed in the Audited Financial Statements for the fiscal year ending December 31, 2016 or as set forth on Schedule 5.06 , there shall not exist any action, suit, investigation or proceeding pending or, to the knowledge of the Borrower, threatened in any court or before an arbitrator or Governm... | Label: Litigations |
74f20849-db88-49b5-aa55-fa97767c21b0 | Clause:
The Company shall indemnify, and advance Expenses to, Indemnitee (a) as provided in this Agreement and (b) otherwise to the maximum extent permitted by Maryland law in effect on the Effective Date and as amended from time to time; provided, however, that no change in Maryland law shall have the effect of reduci... | Label: General |
7e29a5c0-9317-4a3b-be14-e0e9006b1b6b | Clause:
All notices required under this Agreement shall be given in writing to the Parties by either: (i) personal delivery; or (ii) nationally recognized overnight courier with all fees prepaid. All notices are deemed to have been made upon sending.
Task: Classify this clause into ONE of these types (exactly one labe... | Label: Notices |
dedcf868-87d4-4dc3-a129-d7e2028c6780 | Clause:
In the event of a merger of the Company with or into another corporation or other entity, or Change in Control, each outstanding Award will be treated as the Administrator determines, including, without limitation, that each Award be assumed or an equivalent option or right substituted by the successor corporat... | Label: Change In Control |
ab5c4c0f-7d35-42b5-ac37-511956524e0b | Clause:
Following the Merger, Analog will be required to de-register Linear’s equity plans with the China State Administration of Foreign Exchange (“SAFE”) and re-register Analog’s equity plan for participation by Linear employees. Under applicable Chinese regulations, Analog is required to suspend vesting of your RSUs... | Label: Vesting |
722614d3-b812-4486-a443-9fecfa119131 | Clause:
The execution, delivery, and performance of the Transaction Agreements by the Company has been duly authorized by all requisite action on the part of the Company and its officers, directors and stockholders, and this Agreement constitutes, and the other Transaction Agreements will constitute, legal, valid, and ... | Label: Authorizations |
716dff35-ac88-4cc4-923f-f187f6b14f5a | Clause:
Evidence that all of the requirements of subsection 7.5 of the JV Facility Agreement and subsection 5.2.2 of the JV Facility Guarantee and Collateral Agreement shall have been satisfied, including certificates of insurance and endorsements, naming the Administrative Agent, on behalf of the Lenders, as an additi... | Label: Insurances |
61a6c419-b263-45f5-bf06-f2174e9e21b3 | Clause:
Each Pledgor agrees that at any time and from time to time, at the expense of such Pledgor, it will execute or otherwise authorize the filing of any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing sta... | Label: Further Assurances |
49beab3d-5df0-448c-8dfb-ac9a2844000e | Clause:
The Agreement will become effective after the Revocation period described within Paragraph 4 and only if both parties sign the Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, A... | Label: Effective Dates |
555e4a63-3d6c-42b8-b7c7-71551f5e01ae | Clause:
This Agreement may be terminated in the absolute discretion of the Representative, by notice to the Company, if after the execution and delivery of this Agreement and prior to the Closing Date (i) trading generally shall have been suspended or materially limited on or by any of the Exchange, the Nasdaq Stock Ma... | Label: Terminations |
ba55c297-5d13-4b73-b7b4-e5a48caee3c4 | Clause:
Upon the terms and subject to the conditions set forth in this Agreement, at the Closing (as hereinafter defined), the Shareholders will sell, convey, assign, and transfer all of the issued and outstanding common stock of Health Max (the “Health Max Shares”) to WRAP by delivering to WRAP a stock certificate iss... | Label: Sales |
36d0ff4d-9cf2-486f-8cd4-ea3c40c84f87 | Clause:
The waiver of either party of a breach of any provision of this Agreement shall not operate as or be construed as a continuing waiver or as a consent to or waiver of such subsequent breach.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corrupt... | Label: Waivers |
aa0f9cc4-0a81-463f-ac69-bfb3da24d405 | Clause:
The Borrower will, and will cause each of its Subsidiaries to, comply with all laws, rules, regulations and requirements of any Governmental Authority applicable to its business and properties, including, without limitation, all Environmental Laws, ERISA and OSHA, except where the failure to do so, either indiv... | Label: Compliance With Laws |
4f59a0ea-e66a-4ad9-9cac-715f07585605 | Clause:
The Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “1934 Act”) (all of the foregoing filed prior to the date hereof and all exhibits included th... | Label: Financial Statements |
526d6466-561e-414c-84c6-2a8908942d7f | Clause:
Neither this Agreement nor any right, remedy, obligation nor liability arising hereunder or by reason hereof shall be assignable by any party hereto without the prior written consent of the other party, and any attempt to assign any right, remedy, obligation or liability hereunder without such consent shall be ... | Label: Assignments |
814d0860-af4d-471f-b030-a6da7b931a6d | Clause:
Each Defaulting Lender shall be entitled to receive fees payable under Sections 2.09(a) for any period during which that Lender is a Defaulting Lender only to extent allocable to the outstanding principal amount of the Revolving Loans funded by it. With respect to any fee payable under Section 2.09(a) not re... | Label: Fees |
c0cf1090-4613-4d76-a718-d00e79fa04ea | Clause:
Montreign agrees to pay or cause to be paid to the Executive during the Term a base salary at the rate of Four Hundred Thousand Dollars ($400,000) per year for the Term which may increase if, in their sole discretion, the Board shall determine based on a number of factors that the Executive’s performance warran... | Label: Base Salary |
c80e8eee-6b87-44ce-a494-a9d6336bf70b | Clause:
This Agreement may be executed in one or more counterparts, all of which 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 hereto and delivered to the other parties hereto; it being understood and agreed that all part... | Label: Counterparts |
c14897f3-4a25-4205-872b-6feb431576c0 | Clause:
Executive agree that, at any time during or after Executive’s employment with the Company, Executive will, without further compensation but at the Company’s sole expense, sign all papers and cooperate in all other acts reasonably required to secure or protect the Company’s rights in all such property identified... | Label: Cooperation |
10db7433-7990-49cb-870a-2feeddbe851c | Clause:
During the Employment Period, Executive shall be entitled to a number of vacation days as determined by the Board or a committee thereof, which shall not be less than six (6) weeks per calendar year, without carry-over accumulation. Executive shall also be entitled to Company-designated holidays.
Task: Classif... | Label: Vacations |
7262520c-d85a-46a7-85be-046507bde21b | Clause:
All notices, requests and demands to or upon a party hereto shall be in writing and sent in accordance with the Loan Agreement. Notice sent at least 10 Business Days before the date of any intended public sale or the date after which any private sale or other intended disposition of the Collateral is to be made... | Label: Notices |
e3167fd0-737e-4c15-9130-dc84cc06fb52 | Clause:
This Agreement may be executed in any number of counterparts, all of which taken together, shall constitute one and the same instrument, and any of the parties hereto may execute this Agreement by signing any such counterpart.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments,... | Label: Counterparts |
bf8d3d64-c0a7-4b5f-a67a-8d2a5060ca43 | Clause:
Irrespective of whether the Closing is affected, the Company shall pay all costs and expenses that it incurs with respect to the negotiation, execution, delivery and performance of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-... | Label: Expenses |
0b5d57fe-7670-4cef-84e8-b0bd9be02638 | Clause:
Employer shall continue to employ Employee, and Employee shall continue to serve, as Executive Vice President and Chief Financial Officer, for CBSI and CBNA for a term commencing on January 1, 2017 and ending on December 31, 2019 ("Period of Employment"), subject to termination as provided in paragraph 3 hereof... | Label: Terms |
74c3f7b3-f1c6-4ea0-a5e4-5eb8719ff9d5 | Clause:
The General Partner is a corporation duly organized and existing under the laws of the State of Maryland, with its principal place of business in the State of Illinois, is duly qualified as a foreign corporation and properly licensed (if required) and in good standing in each jurisdiction where the failure to q... | Label: Existence |
45540bf4-df51-4e35-94e3-f8eca18610dc | Clause:
If the Servicer, directly or through a Subservicer, makes (i) a deposit into the Collection Account in respect of a collection of a Receivable and such collection was received by the Servicer in the form of a check that is not honored for any reason or (ii) a mistake with respect to the amount of any collection... | Label: Adjustments |
6baf4291-5a38-49fc-8eae-4ad740709c52 | Clause:
If there is any change in the number or kind of shares of Stock outstanding (i) by reason of a stock dividend, spinoff, recapitalization, stock split, or combination or exchange of shares, (ii) by reason of a merger, reorganization or consolidation, (iii) by reason of a reclassification or change in par value, ... | Label: Adjustments |
541c8a7c-0524-4f00-a93b-a3f23cab6199 | Clause:
During the term of this Agreement, Executive shall be entitled to be paid annual vacation in accordance with the policies as established from time to time by the Bank Board. Executive shall also be entitled to all paid holidays, sick days and personal days provided by the Bank to its regular full-time employees... | Label: Vacations |
f032b8e9-113d-45e9-84ad-b8f346f8f05d | Clause:
The Executive represents and certifies that she has carefully read and fully understands all of the provisions and effects of this Release and has knowingly and voluntarily entered into this Release freely and without coercion. The Executive acknowledges that the Company advised her to consult with an attorney ... | Label: Representations |
08d9319b-7b5a-4656-b045-178d0926cbed | Clause:
The Borrower will not, directly or indirectly, use the proceeds of the Loans, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Person, (i) to fund any activities or business of or with any Person, or in any country or territory, that, at the time of... | Label: Use Of Proceeds |
c09c13ff-5cc7-40ff-9780-f34bf5eeece7 | Clause:
Amounts payable to Executive under Sections 5(c)(ii)(B), 5(c)(iii)(B), 5(d)(ii)(B), 5(d)(ii)(C) and/or 5(d)(ii)(D) (collectively, the “Conditioned Benefits”) are subject to (i) Executive’s execution and non-revocation of a release of claims, substantially in the form attached hereto as Exhibit I (the “Release”)... | Label: Releases |
f6c26eeb-5f87-4942-b330-c8199ff20374 | Clause:
Maintain insurance with financially sound and reputable insurance companies against at least such risks and in at least such amounts as are customarily maintained by similar businesses and as may be required by Applicable Law. All such insurance shall, (a) provide that no cancellation or material modification ... | Label: Insurances |
c7622b5a-8fc1-4e35-83e5-6773b9c400f0 | Clause:
The Company shall not 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 would be integrated with the offer or sale of the Unregistered Securities in a manner that would require the registration under the Securitie... | Label: Integration |
9a09f4af-0409-4d1f-bc64-faaf8a58d744 | Clause:
In the event of any reorganization, merger, consolidation, recapitalization, liquidation, reclassification, stock dividend, stock split, combination of shares, rights offering or divestiture (including a spin-off) or any other change in the corporate structure or shares of the Company, the Committee (or, if the... | Label: Adjustments |
0ac46790-f92d-4183-9658-1106e7be2b2b | Clause:
Such Buyer has full power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby and has taken all action necessary to authorize the execution and delivery of this Agreement, the performance of its obligations hereunder and the con... | Label: Authorizations |
efefdf95-8036-441e-acf8-371fb1e02727 | Clause:
Starting on December 1, 2018, the Company shall pay the Executive, as compensation for the performance of the Executive’s duties and obligations under this Agreement, an annual base salary in an amount in CHF equivalent to USD 125,000 (the “ Base Salary ”) payable in a manner that is consistent with the Company... | Label: Base Salary |
e4b72bc2-d873-4cc8-9c49-d06839d3c065 | Clause:
Upon Executive's termination or cessation of employment with the Company, neither party shall make any comments, oral or written, or take any other action that could be construed as materially disparaging to the other.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreeme... | Label: Non-Disparagement |
1e4ee514-1a86-4b6e-a548-9f1460e65f53 | Clause:
If a Change in Control of the Company occurs, then the unvested Shares shall vest immediately prior to the effective date of the Change in Control.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbi... | Label: Change In Control |
31c05424-06dc-4e66-bf6e-dd57ad56b1d7 | Clause:
McManus’s rights and obligations under this Agreement shall not be transferable by assignment or otherwise, and any purported assignment, transfer or delegation thereof shall be void. This Agreement shall inure to the benefit of, and be binding upon and enforceable by, any purchaser of substantially all of the ... | Label: Assignments |
55af4574-0e31-4bf4-8718-7be57f7b6bfb | Clause:
BORROWER 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 RELATING TO THIS NOTE OR THE TRANSACTIONS CONTEMPLATED HEREBY WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY.
Task: Classify this c... | Label: Waiver Of Jury Trials |
f97afba2-fbc0-446c-8e67-f981663a863e | Clause:
Each of the Floor Plan Agent and the Formula Revolver Agent may demand specific performance of this Agreement and, on behalf of itself and the respective other Secured Creditors, hereby irrevocably waives any defense based on the adequacy of a remedy at law and any other defense that might be asserted to bar th... | Label: Specific Performance |
c5936d8c-faae-4f0d-a300-a45a4115df00 | Clause:
Employee agrees not to use, reproduce, disclose, or make available the Company’s Confidential Information for their own benefit or the benefit of any person or entity other than the Company, except as reasonably necessary for the performance of the Employee’s duties as an employee of the Company, without prior ... | Label: Confidentiality |
5e674157-982d-4fd1-b998-b64dc3f14d75 | Clause:
There are no actions, suits or other proceedings at law or in equity by or before any Governmental Authority now pending or threatened against or affecting Borrower or the Project, which, if adversely determined, might materially adversely affect the condition (financial or otherwise) or business of Borrower (i... | Label: Litigations |
af950f07-d5fe-4408-a9cc-12d3b8ecfca0 | Clause:
This Warrant shall be a contract made under and governed by the internal laws of the State of Texas applicable to contracts made and to be performed entirely within such state, without regard to conflict of law principles.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agr... | Label: Governing Laws |
c47ae352-7dca-4f18-8e0e-b60ac581f949 | Clause:
The Agreement shall be construed and interpreted in accordance with the laws of the State of Delaware, without regard to the conflict of laws provisions of any state, to the extent not preempted by federal law, which shall otherwise control. The parties knowingly and voluntarily agree that any controversy or di... | Label: Governing Laws |
d7e16c17-8ceb-46af-9a8a-ea84f4ceaade | Clause:
The annual lifetime benefit calculated in accordance with Section 1 hereof shall be paid in monthly installments on the first day of each month. Such installments paid pursuant to 1.a, 1.b or 1.d shall be calculated as if they were to commence to be paid on the first day of the first month following the Employe... | Label: Terms |
f648574d-d798-4e8f-ab61-f5304bd8cb93 | Clause:
If an Event of Default occurs, the outstanding Principal Amount of this Note owing in respect thereof through the date of acceleration, shall become, at the Holder's election, immediately due and payable in cash at the “ Mandatory Default Amount ”. The Mandatory Default Amount means 150% of the outstanding Prin... | Label: Remedies |
ce5a9c54-9a76-4d7f-ba26-5cf2894413be | Clause:
Unless specifically provided herein, this Agreement contains all of the understandings and representations between Executive and the Company pertaining to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, wit... | Label: Entire Agreements |
1b3f75fa-80cd-4a35-926f-b77bb9886138 | Clause:
All notices, requests and demands to or upon the Administrative Agent or any Grantor hereunder shall be effected in the manner provided for in Section 11.02 of the Credit Agreement; provided that any such notice, request or demand to or upon any Guarantor shall be addressed to such Guarantor at its notice addre... | Label: Notices |
33967a65-5acd-48bf-bb99-71a06282d533 | Clause:
THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL 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 Laws, Approvals, Arbitration, Assignments, Assigns, Auth... | Label: Governing Laws |
659f80e8-9926-4aa3-81be-9c84f11d884d | Clause:
This Agreement amends and restates the Third Omnibus Agreement in its entirety and the Parties agree that the terms and provisions of this Agreement replace the terms and provisions of the Third Omnibus Agreement, which is no longer in force, as of the date hereof.
Task: Classify this clause into ONE of these ... | Label: Amendments |
43854c71-4b44-4dcb-9454-b790d88b7ba8 | Clause:
(i) Promptly after the filing or receiving thereof, copies of (I) all reports and notices with respect to any Reportable Event with respect to any Pension Plan, which any Hill-Rom Party or any of their respective ERISA Affiliates files under ERISA with the Internal Revenue Service, the PBGC or the U.S. Departme... | Label: Erisa |
d9d633be-642f-4b51-9826-f50073de302b | Clause:
The Participant shall not, during the period of his or her Service or at any time thereafter, disparage, denigrate or harass the Company, any of its Affiliates or any of their respective agents, employees, managers, shareholders, directors, officers, or partners.
Task: Classify this clause into ONE of these ty... | Label: Non-Disparagement |
4637521d-8ec1-4f19-a11f-03857050acf5 | Clause:
Each Board Representative shall be entitled to the same expense reimbursement and advancement, exculpation and indemnification in connection with his or her role as a director as the other members of the Board, as well as reimbursement for documented, reasonable out-of-pocket expenses incurred in attending meet... | Label: Indemnifications |
7ab6bc25-ce05-42d7-bec0-293a9b6475fa | Clause:
The Company and each of its Subsidiaries has taken all corporate, limited liability or other action required to execute, deliver and perform this Amendment and each other Document. All necessary consents, approvals and authorizations of any governmental or administrative agency or any other Person of any of th... | Label: Authorizations |
bb841ed6-db33-4c01-90c2-a75c5058b60e | Clause:
Each Grantor shall execute and deliver to the Administrative Agent and/or file such agreements, assignments or instruments (including affidavits, notices, reaffirmations and amendments and restatements of existing documents, as the Administrative Agent may reasonably request) and do all such other things as the... | Label: Notices |
323b52ed-567e-4c56-b6a3-ce4c3b9ef86f | Clause:
This Agreement shall be governed by and construed in accordance with the laws of the State of Florida without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Agreement shall be brought only in the state or federal c... | Label: Governing Laws |
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