id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
0c61c8c3-6d42-4fbd-8017-c7ef98d2b8d1 | Clause:
Each of the Company, the Guarantors and their respective subsidiaries has been duly organized and is validly existing as a corporation or limited liability company, as applicable, in good standing under the laws of the state of its jurisdiction of organization and has power and authority to own, lease and opera... | Label: Subsidiaries |
f9d640d7-3a82-4204-a113-88b4f3b3df9b | Clause:
Subject to the remaining terms of this Section 2 , this Agreement shall be for an initial term that begins on the Effective Date and continues in effect through December 1, 2017 (the “ Initial Term ”) and, unless terminated sooner as herein provided, shall continue on a year-to-year basis after the Initial Term... | Label: Terms |
1484c96f-4124-4132-8b41-a918c835a763 | Clause:
Notwithstanding any investigation made by any party to the Agreement, all covenants and agreements made by the Company and such Purchaser herein and in the Notes delivered pursuant hereto shall survive the execution of the Agreement, the delivery to such Purchaser of the Notes being purchased and the payment th... | Label: Warranties |
5aecd81b-86aa-4093-aa09-26844960a7e4 | Clause:
Neither the Borrower nor any other Loan Party or any ERISA Affiliate, has any employee pension benefit plan (as defined in Section 3(2) of ERISA) subject to Title IV of ERISA nor maintains any employee welfare benefit plan (as defined in Section 3(l) of ERISA) that primarily provide for health and welfare benef... | Label: Erisa |
4433bb9d-0a35-4faf-befe-ab295b8aa710 | Clause:
The Plan shall be construed in accordance with and governed by the laws of the State of Oregon.
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, Authorizat... | Label: Governing Laws |
d18541cc-053d-43be-a745-f70e8fb7ab9d | Clause:
From the Chairman Date through the day of the Company’s 2018 annual meeting of shareholders (the “ Chairman Term ”), in addition to serving as a member of the Board, Executive shall serve as Executive Chairman of the Company and shall remain an employee of the Company. The Chairman Term may not be extended othe... | Label: Terms |
61757aca-c56c-4761-b753-132dfbfc8cbd | Clause:
Each Grantor agrees to pay promptly when due all Taxes imposed upon such Grantor or any of its direct or indirect Subsidiaries or upon their property except to the extent being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with GAAP have been set asi... | Label: Taxes |
386e66ca-2ec0-4a18-8bb5-351a7352dc62 | Clause:
(a) Amendments and Waivers . This Agreement may be amended only by a writing signed by the Company and the Investor. The Company may take any action herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company shall have obtained the written consent of the Investor to... | Label: Miscellaneous |
e6a2133d-d32f-4482-a971-9061287e7564 | Clause:
Any term or provision of this Amendment that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other j... | Label: Severability |
eeda9a2d-992e-4ccb-9fd6-724f30de6927 | Clause:
The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with GAAP appli... | Label: Financial Statements |
9bb4e2de-b5cb-4b74-a9f9-4115b448974d | Clause:
Each of the Loan Parties confirms that it has received a copy of this First Amendment and restates, ratifies and reaffirms each and every term and condition set forth in the Credit Agreement and the other Loan Documents to which it is a party, effective as of the date hereof, after giving effect to this First A... | Label: Consents |
9e0cc31d-f649-410a-b6e7-18ac3c5349b7 | Clause:
Subject to the terms and conditions herein provided, each of the Parties hereto shall execute and deliver such documents as the other Party shall reasonably request in order to consummate and make effective the transactions contemplated by this Agreement; provided, however, that the execution and delivery of su... | Label: Further Assurances |
4ddf5cbe-14b5-4518-8aaf-77f72a6997bd | Clause:
This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The schedules and exhibits referred to herein shall be construed with, and as an integral part of, this Agreement... | Label: Interpretations |
90355f71-5556-4947-9aac-1a33fd4f8055 | Clause:
During the Period of Restriction, Employees holding Restricted Notes shall be entitled to receive all interest (including “payment in kind” interest) and other distributions paid with respect to such Restricted Notes unless otherwise provided in the Award Agreement. If any interest or distributions are paid in ... | Label: Interests |
ce03f966-0342-4af4-92ec-f5d22210c109 | 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 |
da07fd4a-92e2-4fde-87f4-702a854c1064 | Clause:
Each of the Borrower and the Co-Borrower agrees that, as between them, in their capacity as co-obligors with joint and several liability, and the Lenders, the obligations of either of them under this Agreement may be declared to be forthwith due and payable as provided in Article VII hereof (and shall be deemed... | Label: Remedies |
df861cf5-d985-44a7-8e98-6e9172aa696d | Clause:
Except to the extent expressly set forth herein, LKQ unconditionally and irrevocably waives and agrees not to assert any claim, defense, setoff or counterclaim based on diligence, promptness, presentment, requirements for any demand or notice hereunder, including any of the following: (a) any demand for payment... | Label: Waivers |
edaeb50d-f0c7-4075-bb54-bd8ed468b924 | Clause:
This First Amendment and any claim, controversy or dispute arising under or related to this First Amendment shall be governed by and construed and enforced in accordance with the Laws of the State of Texas, excluding any conflicts of law, rule or principle that might refer construction of provisions to the Laws... | Label: Governing Laws |
122813b9-85c5-4065-a90c-e8962e67e2b9 | Clause:
There is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulato... | Label: Litigations |
6b8e519b-e90b-4b3f-9605-74b227a4c863 | Clause:
In the event of a Change in Control, as defined in the Plan, after the Grant Date and prior to the Determination Date, the performance criteria shall be deemed to be satisfied at maximum level and the Units shall become fully vested. The Units vested in accordance with the terms of this Section 4 shall be paid ... | Label: Change In Control |
46e79101-989e-4de6-ae33-f2e7c295349e | Clause:
The settlement of the contingent forward purchase contract for the purchase and sale of the Securities hereunder (the “ Closing ”) shall be held at the same date and time as the closing of the Business Combination (the date of the Closing being referred to as the “ Closing Date ”). At the Closing, the Company w... | Label: Closings |
a30ae6a0-47e6-4dcc-bbde-727d34412e0e | Clause:
Employee agrees and represents that the terms, contents, conditions, proceedings, discussions and negotiations of this Agreement are strictly confidential and that this confidentiality provision is a material term of this Agreement. Employee shall not make statements or representations relating thereto, except ... | Label: Confidentiality |
3daa2094-d8e2-48e4-931f-77eb0dee7547 | Clause:
Except for the Governmental Approvals described in Schedule 4.4 , all Governmental Approvals and consents and approvals of, or notices to, any other Person (including the holders of any Capital Stock issued by any Loan Party) required in connection with the execution and performance of the Loan Documents, the c... | Label: Approvals |
128f1ce2-eb63-4cc2-b215-450be11e0146 | Clause:
The Company makes the following representations and warranties to Eagle, each of which is true and correct on the date hereof and shall survive the consummation of the transactions contemplated hereby.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, ... | Label: Representations |
5e69bf8b-d35d-4e75-9b59-6a8bf5bd0ea8 | Clause:
During the term of this Agreement, Plexus shall manufacture and sell to GenMark, and deliver to GenMark or its designees, the Products ordered by GenMark pursuant to the terms of this Agreement. Plexus shall not sell, transfer or deliver any Products to any party other than GenMark or its designee, except with ... | Label: General |
9e420855-21fb-409b-8dcb-b0e1bce6e528 | Clause:
No interest shall accrue on the payroll deductions or contributions of a participant in the Plan. Notwithstanding the foregoing, if the Administrator determines that interest is required to be accrued on the payroll deductions or contributions for participants in the Non-423 Component, then the Administrator sh... | Label: Interests |
b843313b-777d-4b16-a45f-64f3b87de472 | Clause:
Each Loan Party shall not, nor shall it permit any of its Subsidiaries to, directly or indirectly, use the proceeds of any Loans, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other individual or entity, to fund any activities of or business with any i... | Label: Sanctions |
d6692978-c9c8-4008-9de2-a5e77255f752 | Clause:
You agree to be available to respond to questions and/or inquiries and provide other information concerning matters that were within the scope of your responsibilities during your employment with the Company. It is anticipated that most matters can be addressed through phone calls and/or e-mails. Certain matt... | Label: Cooperation |
fb1f9fe4-e251-41a4-afc6-e8519b9e6a7f | Clause:
The Company will make all cash payments due under the Notes in immediately available funds by 1:00 p.m. eastern time on the date such payments are due.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, ... | Label: Payments |
92f64896-d8a6-4a89-a8ce-b21a1dc270a4 | Clause:
There exists no Event of Default or event which, with the passage of time or the giving of notice or both, would constitute an Event of Default.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitra... | Label: No Defaults |
73083a0a-6f79-40fa-a6d2-ac41abca6061 | Clause:
The Executive hereby covenants and agrees that, except as specifically requested or directed by the CONSOL Companies, the Executive will not disclose to any person not employed by the CONSOL Companies, or use in connection with engaging in competition with the CONSOL Companies, any confidential or proprietary i... | Label: Confidentiality |
0c42ef53-26f0-4ac1-a3ea-adb286fe5e89 | Clause:
The Transaction Documents, together with the exhibits and schedules thereto, and the Prospectus, 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, which the parties ackno... | Label: Entire Agreements |
3be7743b-44ef-4ba0-becf-ae590c4b5e6c | Clause:
Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company confirms that neither it nor any other Person acting on its behalf has provided the Purchaser or its agents or counsel with any information that constitutes or might constitute mat... | Label: Disclosures |
c20347c1-67c6-49a0-9e53-aeb59e77e7ba | Clause:
Upon termination or nonrenewal of this Agreement, Administrator shall cooperate with the Company on a best efforts basis to transfer the Services, the Books and Records and the Other Assets to the Company or to such successor service providers as may be designated by the Company in order that the Company may co... | Label: Cooperation |
c3bdbb72-7cfe-4705-9af3-5456b5429aae | Clause:
This Agreement shall be subject to and governed by the laws of the State of Indiana. The Parties agree to submit any dispute to jurisdiction before any Marion County, Indiana Court, and any claim arising under this Agreement may only be brought before the state or federal courts with jurisdiction over Marion ... | Label: Governing Laws |
34d3ce0c-b56d-40d8-a88a-bc67cef092be | Clause:
Swingline Loans shall bear interest at a per annum rate equal to the Base Rate as in effect from time to time plus the Applicable Margin for Revolving Loans that are Base Rate Loans or at such other rate or rates as the Borrower and the Swingline Lender may agree from time to time in writing. Interest on Swingl... | Label: Interests |
d7d892f5-792b-4dcf-bdba-445753cc27ab | 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 October __, 2017; p... | Label: Terminations |
8612b023-d03b-4ab1-a44e-fbec1820c13c | Clause:
The (i) audited financial statements delivered pursuant to Section 6.2(e)(i)(A) , (ii) unaudited financial statements delivered pursuant to Section 6.2(e)(i)(B) , are complete and correct and fairly present on a Consolidated basis the assets, liabilities and financial position of the Parent Borrower and its Su... | Label: Financial Statements |
3a53f123-8ef5-4804-bb21-145f8bc2460a | Clause:
This Release, together with the Transition Agreement, contains the entire understanding of the Parties as to the subject matter hereof and supersedes all prior and contemporaneous oral and written agreements and discussions with respect to the subject matter hereof.
Task: Classify this clause into ONE of these... | Label: Entire Agreements |
32a4e3a7-bee8-42bd-8aa2-11c407f84af1 | Clause:
The validity, construction and effect of this Award, and any rules and regulations relating thereto, shall be determined in accordance with federal law and the laws of the State of Nevada (without regard to any provision that would result in the application of the laws of any other state or jurisdiction).
Task... | Label: Governing Laws |
1073e133-bcfc-451c-bd75-bfcfdbd98aa8 | Clause:
THIS AMENDMENT IS TO BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED IN SUCH STATE, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF. EACH AMENDMENT PARTY HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LE... | Label: Governing Laws |
308cb246-a33d-477e-a3ac-e46c2826a03a | Clause:
January 1, 2018 or, if later, the date at which an Executive is listed on Schedule A to the 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, Authoriz... | Label: Effective Dates |
08fc3334-0fa4-44b5-9523-23471795c6a6 | Clause:
Pledgor has all requisite corporate or other power, and has all governmental licenses, authorizations, consents and approvals necessary to own its assets and carry on its business as now being or as proposed to be conducted, except where the lack of such licenses, authorizations, consents and approvals would no... | Label: Powers |
08db45c9-4c1a-498f-8b05-ba387eddc82d | Clause:
The Company shall have the right to withhold from any payment or distribution made hereunder, or to collect as a condition of any such payment or distribution, any amount required by law to be withheld. Unless otherwise provided in an Incentive Agreement, a Participant who is an Employee may satisfy this obliga... | Label: Withholdings |
d0d66839-0c79-43fc-8b33-1d92b1a2940f | Clause:
This Agreement and each other Document constitute the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement of credito... | Label: Binding Effects |
077c5ce9-9773-4029-9ab0-a35ac481f6a0 | Clause:
None of the factual information and data heretofore or contemporaneously furnished in writing by or on behalf of any Loan Party to any Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder or any other Loan Document (as modified ... | Label: Disclosures |
919fe586-7008-48ae-8509-332378fb3cfd | Clause:
The provisions of this Section 9.2 shall survive the termination of this Base Indenture.
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, B... | Label: Survival |
aa7b2135-3575-426a-a413-b0a951289ed5 | Clause:
No consents, approvals or other authorizations or notices, other than those which have been obtained and are in full force and effect, are required by any state or federal regulatory authority or other person or entity in connection with the execution and delivery of this Agreement and the performance of any ob... | Label: Consents |
ff1347af-4c91-48f3-a4b2-3aed8498cbdc | Clause:
The terms of this Agreement may be waived, altered or amended only by an instrument in writing duly executed by each Canadian Borrower and the Canadian Administrative Agent. Any such amendment or waiver shall be binding upon the Canadian Administrative Agent and each Canadian Lender, each holder of any of the S... | Label: Amendments |
25ca7430-a3e0-4cec-9287-bbdfbf9f9917 | Clause:
The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Preferred Shares, the issuance of the Warrants and the reservation for issuance and issu... | Label: No Conflicts |
4c1fcb82-f62f-496b-97a9-435f17cda4cb | Clause:
Payment in respect of seventy-five percent (75%) of the RSUs that vest in accordance herewith shall be made to the Participant (or in the event of the Participant’s death, to his or her estate) in whole Shares, and payment in respect of twenty-five percent (25%) of the RSUs that vest in accordance herewith shal... | Label: Payments |
c87aad69-fa53-47c9-8893-1a133fdf1dfd | Clause:
The term of this Sublease shall be for one (1) year commencing on July 1, 2015 (the “Commencement Date”) and ending on July 1, 2016, unless sooner terminated pursuant to any provision hereof. Sublessor agrees to deliver possession of the Premises to Sublessee on the Commencement Date. This Sublease shall automa... | Label: Terms |
ada5e9cc-cf53-4c2c-9f5b-93e4593270dc | Clause:
In the event of the invalidity of any provisions of this Agreement containing any gaps, the Parties agree that such invalidity or gap shall not affect the validity of the remaining provisions of this Agreement. The Parties will replace an invalid provision or fill any gaps with valid provisions, which most clos... | Label: Severability |
ce39a2fc-d9b6-49fd-a3ff-7f50a3a1c7c4 | Clause:
All notices, demands, and other communications required or permitted hereunder shall be made in writing and shall be deemed to have been duly given if delivered by hand, against receipt, or mailed, postage prepaid, certified or registered mail, return receipt requested, and addressed to the Company at its princ... | Label: Notices |
977f8920-5bf3-43c5-9199-53e72f1e15d2 | Clause:
This Agreement, together with the Purchase Agreement and Notes and all other Transaction Documents, constitute and contain the entire agreement between Company and the Pledgor and supersede all prior agreements and understandings among the parties hereto with respect to the subject matter hereof.
Task: Classif... | Label: Entire Agreements |
b34233db-382a-4bca-80ed-83892377ba03 | Clause:
The Lenders agree to indemnify the Administrative Agent and the Collateral Agent, each in its capacity as such (to the extent not reimbursed by the Borrowers and without limiting the obligation of the Borrowers to do so), ratably according to their respective portions of the total Term Loans and Revolving Facil... | Label: Indemnifications |
7eca28db-8489-4b89-bdd9-fa6185af7d9a | Clause:
No representation or warranty made by Seller in this Agreement, the Seller Other Agreements, the Schedules or any supplement to the Schedules contains any untrue statement of a Material fact or omits to state a Material fact necessary to make any of them, in light of the circumstances in which it was made, not ... | Label: Disclosures |
2b614e00-0d49-46ff-a71a-57b19fa687e8 | 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 no Borrower nor any other Credit Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior wri... | Label: Successors |
dfb8c389-3480-44f5-adb7-c6a5305df5ad | Clause:
The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions of this Agreement. If any provision of this Agreement, or the application of that provision to any Person or any circumstance... | Label: Severability |
f69c31ca-19ae-4b08-a0fa-2bf39df10fed | Clause:
Section 5.16 of the Disclosure Schedule contains a complete and accurate list of all policies of fire, liability, workers’ compensation, title and other forms of insurance owned, held by or otherwise applicable to the assets, properties or operations of the Company, and the Company has heretofore delivered or m... | Label: Insurances |
6a1b8089-84ed-4d68-b35e-0bdf169dc72a | Clause:
No failure or delay on the part of the Administrative Agent or any Lender in exercising any right, power or privilege hereunder or under any other Loan Document and no course of dealing between the Borrower and the Administrative Agent or any Lender shall operate as a waiver thereof; nor shall any single or par... | Label: No Waivers |
f6b40f83-e471-4ee7-b698-806483d1bd3c | Clause:
In consideration of the Buyer's execution and delivery of this Agreement and acquiring the Securities hereunder, and in addition to all of the Company's other obligations under this Agreement or the Note, the Company shall defend, protect, indemnify and hold harmless the Buyer and its stockholders, partners, me... | Label: Indemnifications |
b2564512-832a-4369-909f-31091eccfb8c | Clause:
The Company, and the Buyer shall have the right to review a reasonable period of time before issuance of any press releases, SEC, OTCBB or FINRA filings, or any other public statements with respect to the transactions contemplated hereby; provided , however, that the Company shall be entitled, without the prio... | Label: Publicity |
2022c828-da91-4a95-9383-29773173f4fe | Clause:
All representations and warranties made hereunder, in the other Credit Documents and in any document, certificate or statement delivered pursuant hereto or in connection herewith shall survive the execution and delivery of this Guarantee and the making of the Loans.
Task: Classify this clause into ONE of these... | Label: Warranties |
a2ae075c-b94e-4477-9eda-ca0332252dab | Clause:
This Agreement and each other Loan Document to which a Loan Party is a party has been duly executed and delivered by each Loan Party that is party thereto. This Agreement and each other Loan Document to which a Loan Party is a party constitutes a legal, valid and binding obligation of such Loan Party, enforcea... | Label: Binding Effects |
a5c18d72-eddf-4a1b-8302-ad9eed0e700b | Clause:
Borrower will not enter into any transaction with any affiliate of Borrower, except in the ordinary course of and pursuant to the reasonable requirements of Borrower’s business and upon fair and reasonable terms no less favorable to Borrower than would be obtained in a comparable arm’s-length transaction with a... | Label: Transactions With Affiliates |
041c41b4-f91f-4a86-a4b8-95b3b50da36a | Clause:
Each Pledgor agrees that at any time and from time to time upon the written request of Administrative Agent, each Pledgor will execute and deliver such further documents and do such further acts and things as Administrative Agent may request in order to effect the purposes of this Pledge Agreement.
Task: Class... | Label: Further Assurances |
8d2c962f-7ea5-478d-bfee-f02e2e59f17c | Clause:
Except as provided in this Agreement, the Performance Shares are subject to a substantial risk of forfeiture until vested and as set forth in this Paragraph 3 are transferable only to the extent provided in Paragraph 12 hereof. Except as otherwise provided herein, the Participant shall be entitled to receive pa... | Label: General |
8f211a7d-6882-40f5-81a9-3ebe80c0e7d0 | Clause:
The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was requ... | Label: Financial Statements |
d4d5b076-5b06-426d-b067-39ad0118b733 | Clause:
Capitalized terms used in this Agreement but not otherwise defined shall have the meanings given to such terms in Appendix I .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments,... | Label: Definitions |
14557e9e-4cfe-404f-8990-c94386a946fd | Clause:
The number of Shares subject to the Award that may be earned during the Performance Cycle will be determined by the Committee following the end of the Performance Cycle, as provided in Schedule A; provided, however, that (except as otherwise provided in Section 3 or Section 4 below), the Award shall not vest, i... | Label: Vesting |
3f5aa419-3aae-4af8-ab83-833558360d0f | Clause:
The provisions of this Agreement are severable, and if any part of it is found to be unenforceable or invalid, the other Sections shall remain fully valid and enforceable.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicab... | Label: Severability |
8b43ea7b-a093-459b-b92e-3260509e2aa7 | Clause:
The Company shall be entitled to withhold from amounts to be paid to the Severed Employee hereunder any federal, state or local withholding or other taxes or charges (or foreign equivalents of such taxes or charges) which it is from time to time required to withhold.
Task: Classify this clause into ONE of thes... | Label: Withholdings |
7c281273-5697-47a3-b1e0-fbf64ac71764 | Clause:
All notices, requests or other communications provided for in this Agreement must be made, if to the Company, to Century Communities, Inc., Attn: Chief Financial Officer, 8390 E. Crescent Parkway, Suite 650, Greenwood Village, Colorado 80111, and if to the Participant, to the last known mailing address of the P... | Label: Notices |
b34d2aac-d8eb-468d-a25f-949c31825ea6 | Clause:
The headings and captions contained in this Agreement are for convenience only and shall not be considered in interpreting the provisions hereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitr... | Label: Headings |
3403328d-4d26-4c23-9eb1-e99b88129a56 | Clause:
Purchaser is a limited partnership duly formed and, validly existing under the laws of the State of Delaware and is in good standing under the laws of the States of Delaware and California, and has full power and lawful authority under Purchaser’s organizational documents to enter into and carry out the terms a... | Label: Authority |
a4d39008-49b6-4ee2-bd3c-6c052d54f706 | Clause:
The validity, interpretation, performance, and enforcement of this Agreement shall be governed by the laws of the State of Idaho without regard to the principles of conflict of laws thereof, including Idaho’s Uniform Arbitration Act, Idaho Code Sections 7-901 through 7-922.
Task: Classify this clause into ONE ... | Label: Governing Laws |
f6c33121-2eba-4c49-8823-8388cec542c8 | Clause:
The date, amount, interest rate, Class, Type and duration of Interest Periods (if applicable) of each Loan made by each Lender to the Borrower, and each payment made on account of the principal thereof, shall be recorded by such Lender on its books and such entries shall be binding on the Borrower absent manife... | Label: Records |
75962cf9-6f31-4424-8bbf-896e7a1ebe4f | Clause:
All authorizations, approvals or permits, if any, of any governmental authority or regulatory body of the United States or of any state that are required in connection with the lawful issuance of the Series A Preferred pursuant to this Agreement shall be duly obtained and effective as of such Closing.
Task: Cl... | Label: Qualifications |
731ce64f-2f7d-44da-bb12-7532177044d2 | Clause:
This Agreement contains the entire agreement of the parties relating to the subject matter hereof and supersedes any prior agreements, undertakings, commitments and practices relating to Executive's employment by the Company.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments... | Label: Entire Agreements |
8fe1d95e-d744-4e9e-ac2d-d6c939f205ff | Clause:
The parties shall cooperate to create an initial press release upon the First Live Transaction Date, as well as subsequent public communications, and each party shall seek the other party’s consent prior to issuing any news release, public announcement, advertisement, or any other form of publicity, in any form... | Label: Publicity |
d671ffb8-5c96-476c-8d95-34d96db84f98 | Clause:
Any amendment to or modification of this Agreement, or any waiver of any provision hereof, shall be in writing and signed by the Company. Any waiver by the Company of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach of such provision or any other... | Label: Miscellaneous |
203c1eb0-a312-4ea0-961c-30f081002052 | Clause:
The incentives and High Volume Pricing Qualifications set forth in this Section 1 cannot be transferred or assigned by MONI, in whole or in part, in connection with the sale of MONI’s assets, or the consolidation or merger of MONI with or into a third party, except that they will continue to be in full force an... | Label: Assignments |
a7e603de-bc71-4bed-ade1-d7ed5fac8a56 | Clause:
Following any termination of the Executive’s employment, the Company shall pay or provide to the Executive, or his estate or beneficiary, as the case may be, (i) Base Salary earned through the date of such termination; (ii) except in the case of a termination described in Section 4.4, any earned, but unpaid, an... | Label: General |
b0e858c0-c362-4116-beb2-8da9b5283a89 | Clause:
At the time of and immediately after giving effect to such Borrowing, no Default shall have occurred and be continuing.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assign... | Label: No Defaults |
1f45e410-75eb-4f31-90ac-28a510ce694b | Clause:
Each party hereby represents and warrants as of the Effective Date to the other party that (a) the person executing this Agreement is authorized to execute this Agreement; (b) this Agreement is legal and valid and the obligations binding upon such party are enforceable by their terms; and (c) the execution, del... | Label: Representations |
bb947701-5eb4-4e6e-bedf-e132ba52069a | Clause:
No Loan Party will, nor will it permit any Subsidiary to, enter into any arrangement, directly or indirectly, whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property th... | Label: Sales |
6f384e4c-b6d4-4c59-867d-c7ebe3e3e817 | Clause:
The Guarantors jointly and severally agree to pay, or cause to be paid, on demand, and to save each Dealer against liability for, any and all costs and expenses (including reasonable and documented fees and disbursements of external counsel) incurred or expended by any Dealer in connection with the enforcement ... | Label: Expenses |
590b8bef-cd2e-4eef-b976-dc798ae0b32a | Clause:
Borrower shall pay and perform all Obligations under this Agreement and the other Loan Documents, and pay or perform within applicable grace periods (a) all taxes, assessments and other governmental charges that may be levied or assessed upon (i) the Property, or (ii) it or any of its other property and that wo... | Label: Payments |
5d79e2c2-43c6-4857-a6b3-018906d4d82b | Clause:
This Agreement shall be interpreted and enforced in accordance with the internal laws, and not the law of conflicts, of the State of Nebraska applicable to agreements made and to be performed in that State.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendme... | Label: Governing Laws |
0416b7f9-54ae-4587-857a-2023aafc55a9 | Clause:
The Parties hereby agree from time to time to execute and deliver such further and other transfers, assignments and documents and do all matters and things that may be convenient or necessary to more effectively and completely carry out the intentions of this Invention Assignment and Confidentiality Agreement.
... | Label: Further Assurances |
249db150-5455-4184-a18f-1bcb3b82ddbd | Clause:
The representations and warranties contained herein shall survive the Closing. The agreements and covenants contained herein shall survive the Closing in accordance with their respective terms.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Cor... | Label: Survival |
3dfa4c98-6a6a-43f4-8103-a98f5c804580 | Clause:
The Borrower will contract with the Servicer to perform for the Borrower all operations required on a daily basis to service the Receivables Pool. The Borrower will not incur any indirect or overhead expenses for items shared with the Servicer (or any other Affiliate thereof) that are not reflected in the Serv... | Label: Costs |
70cd4cb1-210e-4608-b605-f477e69b0b7f | Clause:
No provision of this Agreement may be amended other than by an instrument in writing signed by the Purchaser and CLSH and any amendment to this Agreement made in conformity with the provisions of this Section shall be binding upon the parties.
Task: Classify this clause into ONE of these types (exactly one lab... | Label: Amendments |
4b57d768-5ec0-4504-a3a8-0ed3ad0cd674 | Clause:
This Agreement and the other Loan Documents and any claims, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Agreement or any other Loan Document (except, as to any other Loan Document, as expressly set forth therein) and the trans... | Label: Governing Laws |
66dd8f5d-95bc-4742-bc06-80b1ffa3ed76 | Clause:
The Parties agree that if any of the provisions of the Consent Decree shall be held unenforceable by any court of competent jurisdiction, such unenforceability shall not render unenforceable the entire Consent Decree, but rather the entire Consent Decree shall be construed as if not containing the particular un... | Label: Severability |
d0909583-fd99-47f9-8af9-da9e84aee719 | Clause:
All the obligations of the Lessee under this Section with respect to the aforesaid responsibilities, risks, costs and expenses assumed by the Lessee shall survive the expiration or termination of this Agreement in whole or in part.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustm... | Label: Survival |
d72d7975-0c5b-4a8f-9546-06fc53ae4165 | Clause:
All payments and benefits under the Agreement will be paid less applicable withholding taxes. The Company is authorized to withhold from any payments or benefits all federal, state, local and/or foreign taxes required to be withheld from such payments or benefits and make any other required payroll deductions. ... | Label: Withholdings |
96dfb89c-2a9d-44ca-a382-02aa8d0f4bd6 | Clause:
Each Party agrees to execute such further documents and instruments as shall be necessary to fully carry out the terms of this Agreement. Any consent or approval required of Seller or the Company by this Agreement shall not be unreasonably withheld. Each Party agrees that for a reasonable period of time after t... | Label: Further Assurances |
71974283-aac2-49a9-940f-27c434046bb1 | Clause:
Subject to the terms and conditions of this Agreement, at the Closing (as defined below), Can-Fite shall purchase the Shares, and the Company shall sell the Shares to Can-Fite, in consideration of the irrevocable cancellation and waiver of the Indebtedness. The purchase and sale of the Shares and the cancellati... | Label: Closings |
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