id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
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|---|---|---|
4310108e-cfdd-496d-bd1c-d804b73a6bf1 | Clause:
This Agreement shall be governed by and construed in accordance with the domestic laws of the State of Texas, without giving effect to any choice of law or conflict provision or rule that would cause the laws of any jurisdiction other than the State of Texas to be applied. In furtherance of the foregoing, the i... | Label: Governing Laws |
a3a94a12-5cd4-46be-9f54-c16c198b3cad | Clause:
This Agreement may be executed in one or more counterparts, each of which will be deemed an original.
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, Auth... | Label: Counterparts |
9da19419-f020-419f-bf28-2e47b6949ce4 | Clause:
Except as set forth in Schedule 3.32 (and except for other liabilities for which there is a reserve which meets the standards described in the following sentence), each product manufactured, sold, leased, licensed, delivered or installed by Seller (collectively, the “ Products ”) is, and at all times since Janu... | Label: Warranties |
339b1c87-97c3-4e53-adbd-4102457614be | Clause:
Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural Person (or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural Person) or the Borrower or... | Label: Participations |
7f9eeb05-d028-4c1d-bd3e-1539bfadf09e | Clause:
This Agreement may be executed in two or more counterparts, each of which shall constitute an original but all of which, when taken together, shall constitute but one contract, and shall become effective when executed and delivered by each Person intended to be a party hereto. Delivery of an executed counterpar... | Label: Counterparts |
cbe24e41-4d28-487a-9e92-0fed5d200068 | Clause:
Such Seller is duly authorized to execute and deliver this Agreement, to enter into Transactions contemplated hereunder and to perform its obligations hereunder and has taken all necessary action to authorize such execution, delivery and performance. Such Seller will engage in such Transactions as principal. T... | Label: Authorizations |
acdb47a1-44e2-4215-b1b8-2958fc6ef4be | Clause:
At any time during the Term of this Agreement, Executive shall not disclose or make any use of, for his own benefit or for the benefit of a business or entity other than the Company or its affiliates, any secret or Confidential Information, lists of customers and prospective customers or any other information o... | Label: Confidentiality |
fec22117-a010-4112-bde2-9966c127b9d4 | Clause:
Except as set forth on Schedule 8, SPL does not have any subsidiaries or agreements of any nature to acquire any subsidiary or to acquire or lease any other business operations.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Ap... | Label: Subsidiaries |
407499db-793d-4dfe-a3fa-867254a70b57 | Clause:
This joinder agreement (the “ Joinder Agreement ”) to the Support Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to any conflicts of law provisions which would require the application of the law of any other jurisdiction.
Task: Classif... | Label: Governing Laws |
658cdd10-8f77-4993-80e3-1c569eea7d47 | Clause:
This Agreement shall commence on the Effective Date and shall continue for a period of one (1) year. This Agreement shall automatically be renewed for successive one-year periods (ending on an anniversary of the Effective Date) unless one party hereto provides written notice to the other, at least ninety (90) d... | Label: Terms |
9fefaac3-f6c5-43cf-9453-1c55dfac5365 | Clause:
Any provision of this Third Amendment that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining portions hereof or affecting the validity or enforceability of such provision in a... | Label: Severability |
e57010ff-a30b-4181-a4e0-b26258fd9ee1 | Clause:
The initial term of this Agreement (the “ Initial Term ”) shall be for a period beginning on the Effective Date and ending on the three-year anniversary of the Effective Date. On the three-year anniversary of the Effective Date and each successive anniversary of the Effective Date, the term of this Agreement s... | Label: Terms |
9b8d1ce1-0756-4524-a9c9-5904f1e20e0f | Clause:
Executive shall be employed as the [*] of Zest reporting to [*] (“ Duties ”). Employee’s place of employment shall be the principal executive office of 440labs, Inc. Executive shall not be required to move from his current place of employment as a condition of employment.
Task: Classify this clause into ONE of... | Label: Positions |
f44c8b96-826b-45ab-ac07-16a05a37c0b6 | Clause:
The Company will pay Executive for all services to be rendered by Executive hereunder (including and without limitation, all services to be rendered by him as an officer and/or director of the Company and its subsidiaries and affiliates) a base salary (“Base Salary”) of Three Thousand Eight Hundred Forty Six an... | Label: Base Salary |
2e0f9500-06fd-473d-b156-318eb2bf31ec | Clause:
Each party agrees to maintain its books and records relating to the fees and other costs and expenses under this Agreement for not less than seven (7) years (or if applicable, such longer period mandated by local auditing or regulatory requirements) after the Processing Services have been performed and/or all f... | Label: Records |
6a5fe3e0-59df-4514-bfc9-6cc7c6b40593 | Clause:
Goldberger reaffirms, acknowledges and agrees that, as provided in Section 9 of the Employment Agreement, his obligations of non-disclosure of proprietary information, non-competition and non-solicitation and non-interference, as provided in Sections 3 through 7 of the Employment Agreement, respectively, shall ... | Label: Survival |
1c914dd4-70dc-4c40-9901-29eb17723807 | Clause:
Employee, for herself, her attorney, heirs, executors and assigns, does hereby fully and forever release and discharge the Company and its past, current and future subsidiaries and affiliates, as well as their predecessors, successors, assigns, and all of their past, current and former directors, officers, part... | Label: Releases |
a0541348-bcf8-42df-94e1-fc36dab40a7b | Clause:
The execution, delivery and performance by the Borrower of the Loan Documents to which it is a party are within the Borrower’s constitutional or organizational powers and have been duly authorized by all necessary board, organizational, and if required, shareholder, partner or member, action, as the case may be... | Label: Authorizations |
c66940a9-175d-4e87-8a80-8785c81a147f | Clause:
Except as set forth on Schedule 8.1.18 hereto, there are no actions, suits, proceedings or investigations pending, or to the knowledge of the Loan Parties, threatened, against or affecting any Loan Party or any of its Restricted Subsidiaries, or the business, operations, Properties, prospects, profits or condi... | Label: Litigations |
79be69d1-17cd-46ac-9bdf-725bf489355d | Clause:
The Lenders and the Agents shall have received all fees required to be paid, and all expenses for which reasonably detailed invoices have been presented (including the reasonable fees and expenses of legal counsel to the Administrative Agent and Multicurrency Administrative Agent), on or before one Business Day... | Label: Fees |
8c880259-730d-4dc8-a14a-2826c52e70a6 | Clause:
During the term of the Executive’s employment with uSell (or any of its affiliates) and following termination of employment, for any reason, the Confidential Information shall be held by Tepfer in the strictest confidence and shall not, without the prior express written consent of the manager of the LLC, be dis... | Label: Confidentiality |
a50b3134-51bc-43b6-bc0b-cd2bc4a3a4c7 | Clause:
Each of the Parties will bear its respective expenses incurred or to be incurred in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendme... | Label: Expenses |
4c5f2fbe-f381-4084-92dd-56973ef8797a | Clause:
Any controversy of claim arising out of, or relating to, this Agreement, or the making, performance, or interpretation thereof, shall be settled by arbitration in Orange County, California in accordance with the Rules of the U.S. Arbitration Association then existing, and judgment on the arbitration award may b... | Label: Arbitration |
daeb5088-9842-4814-a89d-94be6d51b557 | Clause:
The provisions of this Agreement shall be binding upon each of the parties and each of the parties' directors, officers, employees, shareholders, successors, agents, heirs, personal representatives and assigns, if any, and upon those who may assume any or all of the above-described capacities subsequent to the ... | Label: Binding Effects |
b4880825-1c81-4184-ae6b-a680e4d373fb | Clause:
The Parties agree that the content of this Agreement and the events leading up to entry into this Agreement are strictly confidential. The only statement that either party may make regarding the past disputes between them is: “The matter was resolved to the parties’ mutual satisfaction.” Notwithstanding the ... | Label: Confidentiality |
976944aa-7344-4341-b0f2-ab1fdd02fa85 | Clause:
Target Company is and has been in compliance in all material respects with all laws, regulations, rules, orders, judgments, decrees and other requirements and policies imposed by any governmental entity applicable to it, its properties or the operation of its businesses.
Task: Classify this clause into ONE of ... | Label: Compliance With Laws |
1b1689df-1832-4808-9525-6f283d86ae8f | Clause:
The parties hereto and each of them agree at the time and from time to time to execute any and all documents reasonably requested by the other to carry out the intent of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption ... | Label: Further Assurances |
e21ddbcc-cb95-4b18-877c-d0eab92aaf25 | Clause:
This Agreement may be executed in multiple counterparts, each of which shall be deemed an original hereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority,... | Label: Counterparts |
7014c1fc-5317-4bbb-aa4e-88692d011617 | Clause:
Except as set forth on Schedule 3(p) , there are transactions between the Company or any Subsidiaries, on the one hand, and Affiliates of the Company or any Subsidiaries, on the other hand.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corrupt... | Label: Transactions With Affiliates |
54d5ae4c-d4e5-4605-9ed0-8e3fc7edbc40 | Clause:
Employer hereby covenants and agrees to pay to Employee, and Employee hereby covenants and agrees to accept from Employer, (i) a base salary at the rate of Seven Hundred Fifty Thousand Dollars ($750,000.00) per annum from the Effective Date through August 31, 2018, and (ii) a base salary at the rate of Eight Hu... | Label: Base Salary |
7c8b3e10-e2d5-409a-a3db-a872294a1f24 | Clause:
Each party shall bear its own expenses with respect to the transactions contemplated by 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, Assigns, Authority, Au... | Label: Expenses |
a0e4785d-b617-48f7-9e95-ca7bafd99fb1 | Clause:
Subject to disclosure obligations required by applicable law, ROFO Escrow Agent shall hold the LP Agreement and this Escrow Agreement as strictly confidential and shall not: (a) share the LP Agreement or this Escrow Agreement with, or (b) disclose the terms under the LP Agreement or this Escrow Agreement to, an... | Label: Confidentiality |
52ca7d6d-dff5-4efb-8753-1b14c8f6f909 | Clause:
The Company shall use the net proceeds from the sale of the Securities hereunder as described in the Prospectus Supplement and shall not use such proceeds in violation of FCPA or OFAC regulations.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-... | Label: Use Of Proceeds |
08ffd4b2-f89a-4311-aeb6-91923a318837 | Clause:
Any controversies between Employer and Employee involving the construction or application of any of the terms, provisions or conditions of this Agreement, save and except for any breaches arising out of Sections 7 and 8 hereof, shall on the written request of either party served on the other be submitted to arb... | Label: Arbitration |
87b54e55-70b7-4382-98bb-949753714ee0 | Clause:
Each Party represents and warrants to the other Party that, notwithstanding anything to the contrary in this Agreement, the execution and delivery of this Agreement, the performance of such Party’s obligations hereunder and the licenses and sublicenses to be granted pursuant to this Agreement (i) do not and wil... | Label: No Conflicts |
9fed19cf-9c3d-412b-9045-c6e73bd17594 | Clause:
The number of Restricted Shares subject to this Agreement and the other terms and conditions of the grant evidenced by this Agreement are subject to adjustment as provided in Section 11 of the Plan.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Ant... | Label: Adjustments |
45328dd5-f805-482f-b56e-6e8827dc913b | Clause:
The Plan, the Grant Notice and this Agreement (including any agreements referenced herein) constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof.
Task: Classify this clause in... | Label: Entire Agreements |
c5823a14-476a-4f83-82bc-2137948ae625 | Clause:
If any claim is made or suit is brought against a party or entity entitled to indemnification under this Clause 19 (the “ Indemnitee ”) for damages for which liability has been assumed by the other party under this Clause 19 (the “ Indemnitor ”), the Indemnitee will promptly give notice to the Indemnitor and th... | Label: Notices |
43b86d16-6b32-49ea-830f-bb247989c87d | Clause:
The date, amount, and interest rate, 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 manifest error; provided, however, that (i) the failure of a Le... | Label: Records |
f7165420-1e4b-402c-a4f3-2626922c6611 | Clause:
With regard to any reimbursement of expenses to which a Participant is entitled under this Plan, (i) the reimbursement of expenses incurred in any calendar year shall not in any way affect the reimbursement of expenses incurred in any other calendar year, (ii) no such reimbursement shall occur later than the en... | Label: Expenses |
db561058-18fb-4994-8734-6ed3199e7879 | Clause:
The provisions of Section 8.04 of the Loan Agreement are hereby incorporated into this Agreement by this reference to the fullest extent as if the text of such provisions were set forth in their entirety herein.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Am... | Label: Notices |
e50c9ca3-35b5-4c97-8c18-5ab938b263df | Clause:
Counterparts; Fax. This Agreement may be separately executed in any number of counterparts, all of which when so executed shall be deemed to constitute one and the same Agreement. This Agreement may be validly executed and delivered by facsimile or other electronic transmission.
Task: Classify this clause into... | Label: Counterparts |
c919fd91-c240-4d73-a191-4b8dd777b90f | Clause:
Any individual who is an Eligible Employee for the ten (10) business day period prior to and including a given Enrollment Date shall be eligible to participate in the Plan for the Purchase Period commencing with such Enrollment Date. No individual who is not an Eligible Employee shall be eligible to participate... | Label: General |
4880996b-5d45-4d66-be1e-abf66251d052 | Clause:
Neither party shall sell, transfer, assign, nor subcontract any right or obligation hereunder except as expressly provided herein without the prior written consent of each other party. Any act in derogation of the foregoing shall be null and void.
Task: Classify this clause into ONE of these types (exactly one... | Label: Assignments |
1caff711-a11f-41c9-8b31-51c498879c5b | Clause:
Except for fees payable to Agent and/or Lenders or as set forth on Schedule 3.15 , no broker, finder or other intermediary has brought about the obtaining, making or closing of the transactions contemplated by the Operative Documents, and no Credit Party has or will have any obligation to any Person in respect ... | Label: Brokers |
c95233de-bee3-47fb-bb56-9501a5a80e37 | Clause:
The institution of any litigation, arbitration proceeding or governmental proceeding against the Transferor, the Collection Agent or any Originator, which with respect to any Person other than the Transferor, would reasonably be expected to have a Material Adverse Effect.
Task: Classify this clause into ONE of... | Label: Litigations |
6511c229-3d77-4d68-bc4a-d11251db3e81 | Clause:
There are no Proceedings pending or, to the Knowledge of Buyer, threatened against or affecting Buyer or any of its properties, assets, rights, or Business in any court or before or by any Governmental Body that could, if adversely determined (or, in the case of an investigation, could lead to any Proceeding th... | Label: Litigations |
a34cfa38-8647-4a3c-a410-0198fffc1ecd | Clause:
The governing law and related provisions set forth in Section 17.2 of the Loan Agreement (including, without limitation, any authorized agent provisions thereof) are hereby incorporated by reference as if fully set forth herein (with Indemnitor substituted in all places where Borrower appears thereunder) and sh... | Label: Governing Laws |
d81fc04c-7ee6-4b72-b996-b20bf1774344 | Clause:
This Bill of Sale does not amend or otherwise modify or limit any of the provisions of the Purchase Agreement, provided, however, that this sentence does not limit the scope of the Assets conveyed hereunder. The parties hereto recognize that Seller is executing and delivering to Buyer certain other instruments ... | Label: No Conflicts |
f4252647-5e55-4e24-860a-ab046db3a5c6 | Clause:
If a Change in Control occurs with respect to a Participant, the Participant shall be immediately 100 percent vested in the Supplemental Company Contributions, DC SERP Contributions, and the earnings and/or losses credited to his Account with respect to such Supplemental Company Contributions and DC SERP Contri... | Label: Change In Control |
f4c8529b-c842-49d6-a904-2306d648ee82 | Clause:
The Company or the Partnership shall be entitled to withhold from all payments to the Employee hereunder all amounts required to be withheld under applicable local, state or federal income and employment tax laws.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, ... | Label: Withholdings |
6790bb4b-6faf-4df4-90ca-471a9c1fc60e | Clause:
This Agreement constitutes the entire agreement between the parties with respect to the matters described herein and supersedes all prior agreements and understandings both written and oral, among the parties with respect to the subject matter hereof (including, without limitation, the Prior Employment Agreemen... | Label: Entire Agreements |
ef88fc15-1ff3-4c90-8d5c-57c6374d4f50 | Clause:
Any legal suit, action or proceeding arising out of or based upon this Warrant, the Registration Rights Addendum or the transactions contemplated hereby or thereby shall be instituted in the state or federal courts sitting in the borough of Manhattan in the City of New York, New York, and each party irrevocably... | Label: Submission To Jurisdiction |
8f90b102-1674-4945-8352-25b17708c51d | Clause:
The obligations of this Article 9 will terminate five (5) years from the 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, Assigns,... | Label: Survival |
e54b529c-4cce-45ed-82c9-3a3e528387b7 | Clause:
Nothing in this Agreement is intended to require or shall be construed as requiring the Company to do or fail to do any act in violation of applicable law. The Company’s inability, pursuant to court order, to perform its obligations under this Agreement shall not constitute a breach of this Agreement. The provi... | Label: Severability |
b9f43739-0c53-4e0e-a52e-b72c871bb5b1 | Clause:
The Seller shall comply in all material respects with all applicable laws, rules, regulations and orders, and preserve and maintain its corporate existence, rights, franchises, qualifications and privileges, except to the extent that the failure so to comply with such laws, rules, regulations or orders or the f... | Label: Compliance With Laws |
a1c0fba2-be9f-427c-b816-38ab4f9cf556 | Clause:
The Company’s subsidiaries are set forth on Schedule 3.18.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, Binding ... | Label: Subsidiaries |
4274f918-d54c-452a-9894-c6ebb58d8a31 | Clause:
The Ground Lease has a term, including extensions options exercisable, and enforceable, by Lender, which extends not less than forty (40) years from the Closing Date.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable La... | Label: Terms |
48b404ea-6159-4309-a8e6-d2f91f4ab2ba | Clause:
This Agreement and the Indemnification Agreement (as defined below) constitute the entire agreement among the parties and supersede any prior understandings, agreements or representations by or among the parties, written or oral, to the extent they relate to the subject matter hereof, including the offer letter... | Label: Integration |
8b5ea27b-65ec-43d2-a8da-de82ceb14ee9 | Clause:
The headings of the various sections of this Purchase Agreement have been inserted for convenience of reference only and shall not be deemed to be part of this Purchase Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, ... | Label: Headings |
a6c211dc-b64e-4437-8aff-d755f9294620 | Clause:
This Agreement and the Purchase Agreement constitutes the full and entire understanding and agreement among the parties with regard to the subject matter hereof, and no party shall be liable or bound to any other party in any manner by any warranties, representations or covenants except as specifically set fort... | Label: Entire Agreements |
f5e583cc-47dd-418b-ba7a-16039b9b7b06 | Clause:
The term of this Agreement shall commence on the Effective Date and shall continue for a period of three (3) years ending on the third anniversary of the Effective Date or, if later, ending on the last day of any extension made pursuant to the next sentence, subject to prior termination as set forth in Section ... | Label: Terms |
6805c5bd-6e71-469a-821a-41ecdd7a0ca9 | Clause:
This Fifth Amendment may be executed by one or more of the parties hereto in any number of separate counterparts, and all of such counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Fifth Amendment by telecopy, fa... | Label: Counterparts |
4ce52f47-0059-4815-8087-6c8beae29105 | Clause:
None of the Company or any Subsidiary will sell, lease or otherwise transfer any assets to, or purchase, lease or otherwise acquire any assets from, or otherwise engage in any other transactions in each case with an aggregate value for any such transaction or series of related transactions in excess of $5,000,0... | Label: Transactions With Affiliates |
89ba0802-45fb-4680-bdec-16ba9aeeb287 | Clause:
All notices, requests or other communications provided for in this Agreement shall be made, if to the Company, to TRI Pointe Group, Inc., Attn: Chief Financial Officer, 19540 Jamboree Road, Suite 300, Irvine, California 92612, and if to the Holder, to the last known mailing address of the Holder contained in th... | Label: Notices |
31193604-de5f-4b77-8c96-fd824881992d | Clause:
This Agreement shall be governed by, and construed in accordance with the laws of the State of West Virginia without resort to any principle of conflict of laws that would require application of the laws of any other jurisdiction; provided, however, that any matters relating to the shares of Common Stock or the... | Label: Governing Laws |
d5086783-ef87-4748-98a7-672e841936b7 | Clause:
All expenses incurred by the Company in complying with this article, including, without limitation, all registration and filing fees, printing expenses, fees and disbursements of counsel and independent public accountants for the Company, fees of transfer agents and registrars are called “ Registration Expenses... | Label: Expenses |
e17fdd99-8893-4f82-8eb4-4f60540f3f98 | Clause:
As payment for the services to be rendered by Executive as provided in Section 1 and subject to the terms and conditions of Section 2, Luminex agrees to pay to Executive a “ Base Salary ” at the rate of $11,041.67 per each semi-monthly pay period or $265,000 per annum (or such greater amount as may be determine... | Label: Base Salary |
f7e9b0a0-ece4-43c1-a5e1-1f598d1f6dde | Clause:
Either party may terminate the Executive’s employment at any time upon written notice. The date of the Executive’s termination shall be the date stated in the notice of termination. Upon termination of the Executive’s employment, the Company shall pay the Executive (i) any unpaid Base Salary accrued through the... | Label: Terminations |
9ad307cd-196f-4830-98de-f7c526a34cd2 | Clause:
Except as set forth on Schedule 3.1(q) , the Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged, including, but not limi... | Label: Insurances |
f2fd5798-d48b-4c3c-a3b5-aede339637d0 | Clause:
This Agreement shall commence on the Closing Date and shall continue as long as the Plant is operated or used by the Licensee, unless early terminated by either Party as set forth in Article XIII.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-... | Label: Effective Dates |
cb575454-b432-4c69-acf3-bc50b8784f35 | Clause:
All disputes, claims or controversies arising out of or relating to this Amendment shall be construed in accordance with and governed by the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdic... | Label: Governing Laws |
d2f8dc4f-f9be-4977-a271-9d051a9e2b43 | Clause:
The initial term of this Agreement will begin on the Effective Date, and, unless earlier terminated in accordance with the terms hereof, will expire on December 31, 2019. Unless earlier terminated in accordance with this Agreement, this Agreement will automatically renew for an additional five-year term therea... | Label: Terms |
7c11203a-7ae3-4352-a9e1-53ede060122f | Clause:
The Board or the Committee may amend the Plan at any time, provided that, if shareholder approval is required pursuant to Applicable Law, then no such amendment shall be effective unless approved by the Company’s shareholders within such time period as may be required. The Board or Committee may suspend the Pla... | Label: Amendments |
9660fa51-a141-463a-ac3d-04a213d0f0ae | Clause:
A waiver of any term, provision or condition of this Agreement or Work Order shall be effective only if it is in writing and no waiver, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver or estoppel of any such term, provision or condition or any other term of thi... | Label: Waivers |
4a692749-32be-441e-b1e1-710c002a08eb | Clause:
As of the Effective Date, the Borrower has no Subsidiaries other than those listed on Schedule 4.11. Each Subsidiary of the Borrower (including any such Subsidiary formed or acquired subsequent to the Effective Date) has complied with the requirements of Section 5.6 .
Task: Classify this clause into ONE of the... | Label: Subsidiaries |
edb18180-6f1e-49ac-836f-44c33dc708df | Clause:
Each Purchaser, severally and not jointly with the other Purchasers, covenants that neither it nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any purchases or sales, including Short Sales of any of the Company’s securities during the period commencing with the execu... | Label: Confidentiality |
9b0d0ad9-be73-40cf-a6e9-a8748ffff217 | Clause:
The Warrant Agent hereby consents to the assignment of the Existing Warrant Agreement by the Company to Simply Good Foods pursuant to Section 1.1 hereof effective as of the Effective Time, and the assumption of the Existing Warrant Agreement by Simply Good Foods from the Company pursuant to Section 1.1 hereof e... | Label: Consents |
0329f133-6ed3-4a0a-9ab5-5eeb1882bd28 | Clause:
This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and the Company’s successors and assigns, including any direct or indirect successor by purchase, merger, consolidation, reorganization , liquidation, dissolution, winding up or otherwise with respect to al... | Label: Binding Effects |
9f55c461-5c1d-4bc9-9fb7-e5b78dfc400b | Clause:
EACH BORROWER SHALL INDEMNIFY AND HOLD HARMLESS THE INDEMNITEES AGAINST ANY CLAIMS THAT MAY BE INCURRED BY OR ASSERTED AGAINST ANY INDEMNITEE, INCLUDING CLAIMS ASSERTED BY ANY BORROWER OR OTHER PERSON OR ARISING FROM THE NEGLIGENCE OF AN INDEMNITEE. In no event shall any party to a Loan Document have any obliga... | Label: Indemnity |
9c544d77-274b-40c2-b754-5c55240c6018 | Clause:
Since January 1, 2011, no employee, partner, director, officer or stockholder (direct or indirect) of the Company or its Subsidiaries, or any associate, or, to the knowledge of the Company, any affiliate of any thereof, or any relative with a relationship no more remote than first cousin of any of the foregoing... | Label: Transactions With Affiliates |
7dfeb743-e339-4882-a5da-3deb9d2fefe3 | Clause:
No amendment to or waiver of any provision of this Security Agreement, nor consent to any departure by any Grantor from its obligations under this Security Agreement, shall in any event be effective unless the same shall be in writing and signed by the Administrative Agent (on behalf of the Lenders or the Major... | Label: Amendments |
93f21472-b615-4e9d-815c-9e329d2e7d07 | Clause:
The Term of this Agreement and Contractor’s engagement shall commence on the Effective Date of the Agreement and shall continue for approximately six (6) months, and thereafter on a month-to-month basis, unless terminated at any time by either party in accordance with Section 4 of the Agreement or otherwise e... | Label: Terms |
79d8e187-22b3-4f79-8285-4194759bd064 | Clause:
The provisions of the Credit Agreement regarding governing law, waiver of trial by jury, jurisdiction and consent to jurisdiction set forth in Sections 9.09, 9.11 and 9.13 of the Credit Agreement are incorporated herein mutatis mutandis..
Task: Classify this clause into ONE of these types (exactly one label):
... | Label: Governing Laws |
a40e4557-4b79-42cb-87e9-93225eff4709 | 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 issuance of the Exchange Securities for purposes of the rules and regulations of any Trading Market (as defined ... | Label: Integration |
e4b85854-90d4-4def-98c8-9f5dc915aa12 | Clause:
None of (a) the execution, delivery and performance by SN, SN GP Member or Common Unit Purchaser of the Basic Documents to which it is or will be a party or (b) the consummation of the transactions contemplated hereby or thereby (i) constitutes or will constitute a violation of the other organizational document... | Label: No Conflicts |
39a73787-9604-4f25-a637-db586a5925cf | Clause:
If any provision of this Note is invalid, illegal or unenforceable, the balance of this Note shall remain in effect, and if any provision is inapplicable to any Person or circumstance, it shall nevertheless remain applicable to all other Persons and circumstances. If it shall be found that any interest or other... | Label: Severability |
765cf254-b809-48af-ac41-0693fecab938 | Clause:
This Agreement and the documents and instruments and other agreements among the parties hereto as contemplated by or referred to herein, including the Schedules hereto constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understanding... | Label: Entire Agreements |
4ffd5b7c-1150-4bd0-937a-246c4e778aa2 | Clause:
This Agreement constitutes the full and entire understanding and agreement among the Shareholders with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing among the Shareholders is expressly canceled.
Task: Classify this clause into ONE o... | Label: Entire Agreements |
052ba8ad-f514-4b4e-8409-c2760cdb9522 | Clause:
No Person has acted directly or indirectly as a broker, finder or financial advisor for the Buyer in connection with the negotiations relating to the transactions contemplated by this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Co... | Label: Brokers |
609c4439-1fb5-4454-bc87-0e2708574d57 | Clause:
By accepting an Award under the Plan and to the extent permitted under applicable law, each Participant waives any right to a trial by jury in any action, proceeding or counterclaim concerning any rights under the Plan and any Award, or under any amendment, waiver, consent, instrument, document or other agreeme... | Label: Waiver Of Jury Trials |
eccc3819-7b7a-46a7-885d-bba54e8aa704 | Clause:
Nothing contained herein shall be or be deemed to be a waiver by Buyer or Seller of any rights or remedies under the Purchase Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, As... | Label: No Waivers |
28cffac9-793d-46fa-b1b0-bb393e6f6602 | Clause:
This Amendment may be executed in counterparts, each of which when taken together shall constitute one original. This Amendment shall be binding on the parties hereto and their successors and assigns.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, A... | Label: Miscellaneous |
af9295bb-c90a-43a8-9422-0342eb21c179 | Clause:
Other than as set forth in the 8-K Filing (as defined below), MagneGas confirms that neither it nor any other Person acting on its behalf has provided Alpha or its agents or counsel with any information that constitutes or could reasonably be expected to constitute material, nonpublic information. MagneGas unde... | Label: Disclosures |
12a79cf7-b0d8-43b3-9cf4-29ff698bbffb | Clause:
Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by binding arbitration administered by the American Arbitration Association (the “AAA”) under its Commercial Arbitration Rules, and any temporary or final judgment or award rendered by the arbitrator(s... | Label: Arbitration |
f9a2faee-3942-444b-a7e1-727ed375a25d | Clause:
The Borrower is, and upon the incurrence of any Obligations by the Borrower on any date on which this representation and warranty is made or deemed made, the Borrower will be, Solvent.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption L... | Label: Solvency |
b5dff8e7-5ec8-4eb3-8c86-a0c2e6bf68f0 | Clause:
Any Party hereto may (a) extend the time for the performance of any obligation or other act of any other Party hereto or (b) waive compliance with any agreement or condition of any other Party contained herein. Except as otherwise specifically provided herein, any such extension or waiver shall be valid only i... | Label: Waivers |
9314692a-d3d1-4490-ad9c-268c62bf14d4 | Clause:
The headings used in this Agreement are for convenience of reference only and are not to affect the construction hereof or be taken into consideration in the interpretation hereof. The Recitals to this Agreement are hereby incorporated by reference as if originally set forth in full herein.
Task: Classify this... | Label: Headings |
1c1731ca-212c-42d5-9f55-4880a0423c58 | Clause:
The parties will each pay their own costs and expenses (including attorneys’ fees and expenses) incurred in connection with the preparation, negotiation and consummation of this Agreement and the transactions contemplated hereby.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustmen... | Label: Expenses |
833db45c-11bc-4d8d-876e-90b0869bc5cb | Clause:
To the best of the companys knowledge, the Company is currently responding to an SEC inquiry and is confident that the SEC inquiry will validate its appropriate and effective measures of business development. To the knowledge of the Company and as of the date of this transaction, there is no action, legal proce... | Label: Litigations |
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