id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
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|---|---|---|
116c89e0-8d18-4acb-bfad-4b4d84dd302e | Clause:
THIS SECURITY AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF, BUT INCLUDING SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW, AND TO THE EXTENT APPLICABLE, THE BANKRUPTCY CODE.
Task: Cl... | Label: Governing Laws |
280065ee-7e97-4260-909e-fd6fd6e3061a | Clause:
Initially capitalized terms not otherwise defined in this Agreement shall have the meanings ascribed thereto in the Incentive Plan.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignm... | Label: Definitions |
3b6403b5-35e3-475d-9638-8d01ec8d0e25 | Clause:
The Trustee will be indemnified and saved harmless from and against any and all liability to which the Trustees may be subjected, including all expenses reasonably incurred in its defense, for any action or failure to act resulting from compliance with the instructions of the Sponsoring Employer, the employees ... | Label: Indemnifications |
3a1dc3f1-da7e-46ba-8002-179cdc50e7bb | Clause:
The Company has good and marketable title in fee simple to all real property owned by it and good and marketable title in all personal property owned by it that is material to the business of the Company, in each case free and clear of all liens, encumbrances and defects (“ Liens ”), except for (i) mortgage loa... | Label: Titles |
011581ac-2fe3-4d6b-8465-d7a4841e1fee | Clause:
All points and fees related to the Mortgage Loan were disclosed in writing to the Mortgagor in accordance with applicable state and federal law and regulation. The points and fees related to such Mortgage Loan (other than a Bond Loan - 1st Lien and a Permitted Non-Qualified Mortgage Loan) did not exceed 3% of t... | Label: Fees |
0c32ec22-a76b-4193-b1a7-181e5b893c67 | Clause:
The Secured Party shall not by any act (except by a written instrument pursuant to Section 14 ), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Default or Event of Default. All rights and remedies herein provided are cumulative and ar... | Label: No Waivers |
5fde8c6a-8d17-4468-95c2-09033f713dbf | Clause:
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS OR EXTENDS ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT WITH RESPECT TO ANY SUBJECT MATTER OF THIS ... | Label: Warranties |
96cb3e1b-641b-4c71-899f-87ecf3993610 | Clause:
As of the date hereof, the representations and warranties in the Loan Agreement as amended and the Related Documents are true and correct as though made on such date, except where a different date is specifically indicated.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Ag... | Label: Warranties |
d207720f-e2bd-4a05-b4eb-45450b07cf75 | Clause:
The Borrower has delivered to the Lender audited Balance Sheets as of June 30, 2015 and 2016 and audited statements of income and cash flows for the fiscal years ended June 30, 2015 and 2016. The Borrower has also delivered an unaudited Balance Sheet as of September 30, 2016 and unaudited statements on income ... | Label: Financial Statements |
7d0b9695-f140-4abe-a46b-d0bf27ad174a | Clause:
Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable Law, but if any provision of this Agreement or the application of any such provision to any Person or circumstance shall be held to be prohibited by, illegal or unenforceable und... | Label: Severability |
522d62dc-a80e-4b42-8536-22edcc233e75 | Clause:
This Agreement and the other Loan Documents, unless expressly set forth therein, shall be governed by, construed and enforced in accordance with, the law of the State of New York, without reference to the conflicts or choice of law principles thereof (other than New York General Obligations Law Section 5-1401).... | Label: Governing Laws |
3baefeb3-47bc-482d-8077-b78ff8247a15 | Clause:
This Agreement shall be construed in accordance with and governed by the laws of the State of Nevada, without giving effect to the conflict of laws principles thereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable L... | Label: Governing Laws |
d7418e03-6cf5-4448-b077-7141ac2aa5d0 | 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 Securities to the Purchasers in a manner that would require the registration under the Secu... | Label: Integration |
fc20f2aa-8086-4247-a219-68aa9279d34e | Clause:
This Agreement, together with the exhibit attached hereto and as the same may be amended from time to time in accordance with the terms hereof, contains the entire agreement among the parties hereto relating to the subject matter hereof and there are no other or further agreements outstanding not specifically m... | Label: Entire Agreements |
7321451c-b71d-4aeb-9395-34b9573e34dc | Clause:
Any notice or communication mailed to the Warrantholders shall be mailed to each Warrantholder at the Warrantholder’s address as it appears in the Registry and shall be sufficiently given if so mailed within the time prescribed. Any notice to holders of a beneficial interest in a Global Warrant shall be distri... | Label: Notices |
79af3f7a-db40-4885-a836-8bd07109220c | Clause:
This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware without regard to the conflict-of-laws rules thereof or of any other jurisdiction.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruptio... | Label: Governing Laws |
f4fb1a04-3ea9-4fd5-b2f1-86f2d28b516d | Clause:
Participation in this Plan shall be limited to those Participants selected by the Company from time to time and who enter into an Award Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbit... | Label: Participations |
9286ade8-e1aa-4751-80b7-3c128c0c15cf | Clause:
There are no civil, criminal or administrative claims, actions, suits, demands, arbitrations, Proceedings or investigations pending or, to the Knowledge of Shentel, threatened against Shentel or any Affiliate thereof that seeks to enjoin this Agreement or the Transactions or otherwise prevent Shentel from perfo... | Label: Litigations |
4a493e82-0936-43b5-820d-47b64a09e31d | Clause:
Each Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any Guarantor, and without notice to or further assent by any Guarantor, (a) any demand for payment of any of the Obligations, Time Warner Obligations and Historic TW Obligations made by the Administr... | Label: Amendments |
2e7a656d-a4a5-42d4-b8ef-c65696f99bfc | 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, any Defaulting Lender, the Borrower, any Guarantor or any of the Borrower’s or Guarantors’ respective Affiliates or Subsidiaries) (each, a “... | Label: Participations |
bc8b0bc0-f705-4ffc-a4e2-f837f202374b | Clause:
Tax. To the extent required by any applicable law, each Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding tax, and in no event shall such Agent be required to be responsible for or pay any additional amount with respect to any such withholding. If the Internal ... | Label: Withholdings |
b0c2eabb-fb3f-4de3-9dc4-d68a9473f71d | Clause:
The Company shall defend and indemnify members of the Board, officers and Employees of the Company or of a Parent or Subsidiary whom authority to act for the Board, the Administrator or the Company is delegated (“ Indemnitees ”) to the maximum extent permitted by law against (i) all reasonable expenses, includi... | Label: Indemnifications |
e83b60be-2349-47b6-960e-87a214eb0021 | Clause:
In addition to all such rights of indemnity and subrogation as the Guarantors may have under applicable law (but subject to Section 3.03), the Borrower agrees that in the event a payment of an obligation shall be made by any Guarantor under this Agreement, the Borrower shall indemnify such Guarantor for the ful... | Label: Indemnity |
e038309f-4499-4dd2-b486-60630769f7de | Clause:
This Agreement shall be in effect until the earlier of (a) the second anniversary of the commencement of the Offering or (b) (i) with respect to NRFC, the date upon which neither NSAM J-NS/RXR Ltd nor another Affiliate of NRFC is serving as the Company’s Advisor, or (ii) with respect to RXR, the date upon which... | Label: Terms |
ea153c2c-e4f0-47b4-a544-9ec327db35b9 | Clause:
In case at any time after the Closing, any further action is necessary to carry out the purposes of this Agreement, each of the Parties will take such further action (including the execution and delivery of such further instruments and documents) as the other Party reasonably may request, all at the sole cost a... | Label: General |
be3c1fc7-c606-42e8-a3c9-8b408b2259d8 | Clause:
(d) Notices, Etc. GEO shall notify the Administrative Agent (and, in the case of prepayment of a Swingline Loan, the applicable Swingline Lender) in writing of any prepayment hereunder (i) in the case of prepayment of a Syndicated Borrowing, not later than 1:00 p.m., New York City time (or, in the case of a Bo... | Label: Notices |
5ea6d4eb-ee80-4582-9cec-08afaf858768 | Clause:
All communications hereunder will be in writing and effective only on receipt, and, if sent to the Managers, will be mailed, delivered or telefaxed to Citigroup Global Markets Inc. General Counsel (fax no.: (212) 816‑7912) and confirmed to the General Counsel, Citigroup Global Markets Inc., at 388 Greenwich Str... | Label: Notices |
96be1c27-9f9b-4893-8ba9-700f1133c8ea | Clause:
At Closing, all of Seller's rights, title and interests, if any, to the extent assignable, in and to the Contracts and the Intangible Property shall be transferred and assigned to Buyer, and Buyer shall assume all of Seller's obligations and liabilities under the Contracts and the Intangible Property arising fr... | Label: Assignments |
7fd40712-7d34-4c58-b08d-42075c0a2a6e | Clause:
Any notices, consents, agreements, elections, amendments, approvals and other communications provided for or permitted by this Agreement or otherwise relating to this Agreement shall be in writing and shall be deemed effectively given upon the earliest to occur of the following: (i) upon personal delivery to su... | Label: Notices |
65216a3c-f5dd-4788-8b7f-54aa4bb1d0cf | Clause:
Each Party shall cooperate with the other Party in connection with its Prosecution and Maintenance activities undertaken as set forth this Section 10.2, including: (i) making available in a timely manner any documents or information as the other Party reasonably requests to facilitate Prosecution and Maintenanc... | Label: Cooperation |
ee8e84f2-b7ce-41dc-989c-acda80ef67f9 | Clause:
This Letter Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to conflicts of laws principles thereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applic... | Label: Governing Laws |
513f76b2-adcf-4303-baab-75bad6274210 | Clause:
An Assignment, Assumption, and Release of each of the Head Leases from the Sellers in the form of Exhibit N attached hereto and by this reference incorporated herein (together, the “ Head Lease Assignments ”), or, if the Head Lease Acceptance Notice is not delivered pursuant to the terms hereof, reasonable evid... | Label: Assignments |
f1b4cda1-b362-40b4-beba-743238a84f62 | Clause:
The Company has full power, capacity and authority to execute this Agreement and all other agreements and documents contemplated hereby to which it is or will be a party. The execution and delivery of this Agreement and such other agreements and documents by Company and the consummation by Company of the transa... | Label: Authorizations |
11fb218b-3719-4e84-9d64-99fc4b4d7255 | Clause:
The Company is aware that, upon the occurrence of a Change in Control of the Company, the Board or a stockholder of the Company may then cause or attempt to cause the Company to refuse to comply with its obligations under this Agreement, or may cause or attempt to cause the Company to institute, or may institut... | Label: Interests |
91fda529-5d22-4522-bc86-9ff5e19b2adc | Clause:
The Company owns or has the lawful right to use all patents, trademarks, domain names (whether or not registered) and any patentable improvements or copyrightable derivative works thereof, websites and intellectual property rights relating thereto, service marks, trade names, copyrights, licenses and authorizat... | Label: Intellectual Property |
3d24d6a2-423a-4a28-8f32-a0dfefb7f196 | Clause:
The rights and obligations of the Company and of any Holder under this Agreement, other than those obligations contained in Section 6 , shall terminate with respect to the Company and such Holder on the first date upon which the such Holder no longer beneficially owns any Registrable Securities.
Task: Classify... | Label: Terminations |
7642a9e6-58e4-4193-99a8-2414601f1bef | Clause:
Each Creditor other than Administrative Agent shall bear (and promptly reimburse Administrative Agent for) its respective Ratable share of any reasonable expenses (including reasonable fees and charges of counsel, accountants, experts and advisors) incurred by Administrative Agent in taking action on behalf of ... | Label: Expenses |
6adca099-6be4-4faa-acf8-53b2e68a2a7a | Clause:
This Guaranty shall continue until the Guaranteed Obligations have been paid and performed in full.
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, Author... | Label: Terms |
4426ea81-2ef4-4a01-b862-def21be14547 | Clause:
(a) Payments Free of Taxes. Any and all payments by or on account of any obligation of any Loan Party under any Loan Document shall be made without deduction or withholding for any Taxes, except as required by applicable law. If any applicable law (as determined in the good faith discretion of an applicable wit... | Label: Taxes |
225f3a74-8375-4e90-94b3-069cba2ac0d1 | Clause:
This Option Agreement shall be governed by the laws of the State of New Jersey as such laws are applied to agreements between New Jersey residents entered into and to be performed entirely within the State of New Jersey .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agre... | Label: Applicable Laws |
141319d3-1e8c-4ec3-8c7f-adaf4afb119a | Clause:
This Agreement may be executed in counterparts (including by facsimile or portable document format (“ PDF ”)), each of which shall be deemed an original and both of which together shall constitute one and the same instrument. At the request of either Employer or Employee, the other party will confirm facsimile... | Label: Counterparts |
5c0a268f-452e-4b6a-a82d-13332d9cc91f | Clause:
This Agreement may be executed in duplicate counterparts and upon such execution shall be considered a single document as though each party had executed all copies. Receipt of an executed signature page to this Agreement by facsimile or other electronic transmission shall constitute effective delivery thereof.
... | Label: Counterparts |
dad750c6-5d5e-4fe2-9bcb-43395cfdcdfe | Clause:
Except as expressly amended herein, the Employment Agreement will continue in full force and effect in accordance with its original terms. This Second Amendment may not be modified or amended, and no breach will be deemed to be waived, unless agreed to in writing by Employee and a duly authorized designee of t... | Label: Miscellaneous |
32c70c77-1ac8-4faf-82fa-ad26a69d453a | Clause:
Escrow Agent undertakes to perform only such duties as are expressly set forth in this Agreement. Escrow Agent shall not be deemed to have any implied duties or obligations under or related to this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amend... | Label: Duties |
1903da1d-22cc-4e8f-9710-ada41e142eb3 | Clause:
The Company expects to maintain the Plan in force indefinitely, but reserves the right (1) to amend the Plan, in whole or in part, at any time or from time to time, under the procedure described in Section 16.2, and (2) to suspend or terminate the Plan, in whole or in part, at any time, by action of the Board o... | Label: Amendments |
44bbbd02-6531-482f-8b36-0394848015b2 | Clause:
The provisions of this Warrant and all of the other Warrants may be amended and 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 has obtained the written consent of the Persons holding Warrants representing not less than two... | Label: Amendments |
1a317e7c-38cb-4ce2-8e6c-c6ca61e286f6 | Clause:
Any dispute, controversy, claim or action of any kind arising out of, relating to, or in connection with this Agreement, or in any way involving Company and Investor or their respective Affiliates, including any issues of arbitrability, will be resolved solely by final and binding arbitration in English before ... | Label: Arbitration |
39b23b0c-d08b-4205-805f-d6d7ff1e370c | Clause:
EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED BY ANY TRANSACTION DOCUMENT... | Label: Waiver Of Jury Trials |
7287030a-5b9f-4715-8e36-82d790e0573a | Clause:
The descriptive headings used in this Agreement are used for convenience of reference only and shall not constitute a part of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitratio... | Label: Headings |
7eb3a361-8c97-4656-a8a6-9a5c08c763c2 | Clause:
This Agreement contains the entire agreement and understanding between the parties, and supersede all prior agreements and understandings relating to the subject matter hereof, including without limitation the Prior Agreement. There are no understandings, conditions, representations or warranties of any kind be... | Label: Entire Agreements |
9e13b645-fcd3-42ec-a590-8214a9eff2eb | Clause:
This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without any effect whatsoever on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the Closing has not been consummated on or before March 25, 2016; pro... | Label: Terminations |
69408aa2-f2ba-47bf-9078-1937fd27dedf | Clause:
(a) Base Salary. During the Term, Executive shall be paid an annual base salary that is no less than that provided to Executive by TDCC immediately prior to the Closing (“ Base Salary ”). The Base Salary shall be payable in accordance with Olin’s regular payroll practices as then in effect. During the Term, the... | Label: Benefits |
29754ecb-fbdb-4b11-b5d5-47815b1c6fe4 | Clause:
All notices, requests or consents provided for or permitted to be given pursuant to this Agreement must be in writing and must be given by depositing the same in the mail, addressed to the Person to be notified, postpaid, and registered or certified with return receipt requested or by delivering such notice in ... | Label: Notices |
7daaa89c-4ab1-47fd-a24b-b40f94db5eba | Clause:
This Guaranty Agreement is a continuing guaranty and shall remain in full force and effect until: (i) the indefeasible payment in full of the Guaranteed Obligations; or (ii) December 31, 2021, whichever is earlier.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements,... | Label: Terminations |
6a74c134-3c3b-44d9-b770-a0eb1557c9f9 | Clause:
The parties agree that the following terms, when used in this Agreement, shall have the following meanings, provided that the terms set forth below shall be deemed to be modified to reflect any changes made to such terms from time to time as defined in HIPAA and the HIPAA Regulations. All capitalized terms used... | Label: Definitions |
91875cd8-2660-456b-b697-9d5174870cc7 | Clause:
This Letter Agreement, including Exhibit A and Exhibit B attached to this Letter Agreement, contains the entire understanding of the Parties with respect to the subject matter hereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption L... | Label: Entire Agreements |
0294b2e1-f824-4915-b718-02bb12564693 | Clause:
Neither Borrower nor any of Borrower’s Constituents is in default under any mortgage, deed of trust, deed to secure debt, note, loan or credit agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals... | Label: No Defaults |
441959ac-6bd0-4be0-b907-086f39e4cee9 | Clause:
To the maximum extent permitted by law, no benefit under this Agreement shall be assignable or subject to any manner to alienation, sale, transfer, claims of creditors, pledge, attachment or encumbrances of any kind.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreement... | Label: Assignments |
d528e199-db39-40fb-ab82-55ee6ed6a2f9 | Clause:
During the Term, the Executive’s initial annual base salary shall be at least $235,000; provided, however, that concurrent with the Transition, the Executive’s annual base salary shall be in increased to $315, 000. The Executive’s base salary shall be redetermined annually by the Compensation Committee. The ba... | Label: Base Salary |
f764bb69-e72c-4b64-8ffa-5bc92294242e | Clause:
Use of the masculine pronoun shall be deemed to include usage of the feminine pronoun where appropriate. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction thereof.
Task: Classify this cla... | Label: Miscellaneous |
468cc17c-e874-4d86-bb43-a55dd80a898b | Clause:
Unless otherwise defined herein, each capitalized term used in this Agreement and not defined herein shall be defined in accordance with the Restated Loan Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Law... | Label: Definitions |
6ecb76c8-86a8-4afb-b4b3-d3df6620de62 | Clause:
Each party’s obligations under this Section 2.08 shall survive termination of the Facility, repayment of all other Obligations hereunder, and resignation or replacement of Administrative Agent.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Cor... | Label: Survival |
c31385ee-d4e8-43e8-a1c0-9ebef566d841 | Clause:
All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be governed, construed, and determined in accordance with the internal laws of the State of New York without regard to conflict of law principles that may cause the laws of another jurisdiction to apply.
T... | Label: Jurisdictions |
a3887dd9-92eb-46c0-aedf-1faea3d4da20 | Clause:
The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. The Company has all corporate power and authority to own, lease and operate its assets and carry on its business as now conducted and is duly qualified to do business as a foreign corpo... | Label: Powers |
a706c9e8-ff06-44b6-9fb0-b468ccf69d01 | Clause:
All real estate taxes, personal property taxes, charges and assessments affecting the Property shall be prorated on a per diem basis as of the Pro Ration Date, and Seller shall pay Seller’s pro-rata portion thereof at Closing. In the event that the amount of taxes for the current year is unknown at Closing, the... | Label: Taxes |
774d2283-5e63-479e-ba9c-224463d7bca2 | Clause:
The Investor shall have the right to approve before issuance any press release, SEC filing or any other public disclosure made by or on behalf of the Company whatsoever with respect to, in any manner, the Investor, its purchases hereunder or any aspect of the Transaction Documents or the transactions contemplat... | Label: Publicity |
8df1666e-2f35-474a-a074-3e38479892ed | Clause:
This Guaranty is binding upon Guarantor and its successors and assigns, and is binding upon and shall inure to the benefit of Landlord, its successors and assigns. No assignment or delegation by Guarantor shall release the Guarantor of its obligations under this Guaranty. This Guaranty shall bind the successors... | Label: Binding Effects |
22efc446-b285-4a15-aa2c-b68bea91b177 | Clause:
Except as disclosed in Schedule 6.14 , no consent, approval or authorization of, or registration, declaration or filing with any Governmental Authority or any other Person is required on the part of MAC or any of its Subsidiaries in connection with the execution and delivery of the Loan Documents by the Borrowe... | Label: Consents |
0c53fbdd-d4f1-4a93-9309-70895aad1d38 | Clause:
This offer letter including the referenced documents forms the entire agreement between you and Intel and replaces all prior communications on matters related to employment at Intel.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Law... | Label: Entire Agreements |
88495123-26b8-439d-80fe-d46ddd5d03f8 | Clause:
This Agreement, together with the Confidentiality Agreement and any documents or agreements relating to the Options, contains the complete, final and exclusive agreement of the parties relating to the terms and conditions of the Executive’s employment and the termination of the Executive’s employment, and super... | Label: Integration |
4c122d11-69c3-4d3d-ac6b-8b16d097714b | Clause:
IN ALL RESPECTS, INCLUDING, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS AMENDMENT AND THE OBLIGATIONS ARISING HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORM... | Label: Governing Laws |
8048cec3-9a6c-4fc8-970a-3127ca830038 | Clause:
The Trusts are duly formed and validly existing under the laws of the State of New York. Other than (i) The Michael Novogratz 2008 Annuity Trust Agreement dated October 10, 2008, The Novogratz Family 2008 Annuity Trust Agreement dated October 10, 2008, The Novogratz Family 2009 Annuity Trust Agreement dated Dec... | Label: Organizations |
ea418ab7-cc22-46e3-84d0-7cc2235195d7 | Clause:
Capitalized terms used but not defined herein shall have the meaning s given to such terms in the Company’s 20 1 5 Omnibus Incentive Plan (the “Plan”) .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals,... | Label: Definitions |
dbb50831-3095-42d8-9be3-c1134d728d6a | Clause:
This Amendment shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective successors and assigns.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, As... | Label: Successors |
885a8f0c-b50d-4ac3-878b-037e54c70113 | Clause:
The representations and warranties of Seller set forth in Section 7(a) hereof as updated by any Post-Effective Date Changes and the certificate of Seller to be delivered to Purchaser at Closing, shall survive Closing for a period of nine (9) months (the “ Survival Period ”); provided, that , the representations... | Label: Warranties |
9482a42a-9735-4c8e-b14c-da73e76225b3 | Clause:
The undersigned person executing this Third Acknowledgment on behalf of Borrower represents and certifies that he is fully empowered to execute and deliver this instrument for and on behalf of Borrower; and all necessary action for the making and delivery of this instrument has been taken and done.
Task: Class... | Label: Authority |
52da69ff-5dfa-4e76-a7b1-6a2e3d519065 | Clause:
The liabilities and obligations of both Borrower and Lender under this Section 9.1 shall survive the termination of this Agreement and the satisfaction and discharge of the Debt.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, A... | Label: Survival |
2d936860-87a6-40cb-bd4c-5c494e56ea89 | Clause:
While he is an employee of the Company, Employee shall be entitled to paid vacation that accrues at a rate of 1.66 days for each month worked (20 days per employment year). Employee shall have the right to carryover unused vacation from one employment year to the next, to the extent permitted by the Company's p... | Label: Vacations |
2925f854-446e-473c-9dfd-62208e6a0988 | Clause:
All notices, offers, acceptance and other acts under this Agreement (except payment) shall be in writing signed, and shall be sufficiently given delivered to the addressees in person, by Federal Express or similar overnight next day business day delivery, or by email delivery followed by overnight next business... | Label: Notices |
ca78c12a-63c0-4824-b016-9dc4495cd1ce | Clause:
Except as otherwise expressly provided, this Agreement may only be amended, modified or supplemented by an agreement in a writing signed by each of the Parties. The Parties agree that, in the event that there is a change in Law that affects (or may affect) the legality or enforceability of this Agreement or any... | Label: Modifications |
5ebb1963-a1ed-4127-9fad-02782ae88ce0 | Clause:
EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (INCLUDING ALL CLAIMS, DEMANDS, CAUSE OF ACTIONS OR ACTIONS ARISING DIRECTLY OR INDIRECTLY UNDER THIS AGREEMENT, IN EACH CASE, WHETHER NOW EXISTING OR HEREAFTER ARISING, A... | Label: Waiver Of Jury Trials |
ac0be25d-abe5-414f-923c-962da37c3bd2 | Clause:
Paid time off for vacations and sick days shall be limited to an aggregate of seventeen (17 days) per annum during the term of this Agreement, which shall be in addition to legal holidays. Except as to sick days, time off shall be taken at a time reasonably convenient to Employer. In the event Employee’s employ... | Label: Vacations |
d6771d68-5a38-44bf-a308-f624412eca00 | Clause:
Each of Landlord and Tenant acknowledges that the content of the Lease, this First Amendment, and any related documents are confidential information. Each of Landlord and Tenant shall keep such confidential information strictly confidential, and shall not disclose such confidential information to any person or ... | Label: Confidentiality |
9d1e16f3-1b6e-4d75-ab3f-c625b9298e7f | Clause:
If any provision hereof shall be held invalid, illegal or unenforceable in any jurisdiction, the Parties shall negotiate in good faith a valid, legal and enforceable substitute provision that most nearly reflects the original intent of the Parties and all other provisions hereof shall remain in full force and e... | Label: Severability |
76edef62-c868-4f61-9f31-2b672eb41a3c | Clause:
This Agreement may be executed in any number of separate counterparts each of which when so executed shall be deemed to be an original and all of which together shall constitute one and the same agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendmen... | Label: Counterparts |
ee3aca05-00cf-4622-b112-678e7de2f6bd | Clause:
This Agreement may be signed in any number of counterparts and each counterpart shall represent a fully executed original as if signed by all of the parties listed below.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicabl... | Label: Counterparts |
b01f9621-8d60-4b77-b79d-f33a389c8622 | Clause:
This Agreement may be executed in several counterparts, and all counterparts so executed shall constitute one agreement, binding on the parties hereto, notwithstanding that such parties are not signatory to the same counterpart. Counterparts may be delivered by facsimile or other electronic transmission.
Task:... | Label: Counterparts |
01d94ad4-615c-40d1-a628-0e88c24da967 | Clause:
Except as disclosed in Schedule 3.2(cc) of the Disclosure Letter, there are no claims, actions, proceedings, suits, inquiries, reviews, judgments or decrees (or, to the knowledge of Sellers, any investigation by any Governmental Entity) pending or, to the knowledge of Sellers, threatened against or involving Co... | Label: Litigations |
2ebedf5c-f8e5-4fab-a6af-0e5da0c73df4 | Clause:
All notices and other communica tions from Company to Holder, or vice versa, shall be in writing and shall be deemed delivered and effective when given personally or mailed by first ‑class registered or certified mail, postage prepaid, or by overnight courier, at such address as may have been furnished to Compa... | Label: Notices |
f32c79ad-fe53-4979-b2b3-07f0e5abeb5f | Clause:
Notwithstanding the foregoing, it shall be a condition precedent to the Company’s right to terminate the Executive’s employment for Cause and the Executive’s right to terminate employment for Good Reason that (i) the Party seeking the termination shall first have given the other Party written notice stating wit... | Label: Notices |
4bbe89f9-0e58-45e2-afae-3f6217e6ab5c | Clause:
This Lease shall constitute a legally binding and enforceable agreement between Landlord and Tenant as of the Effective Date. The Term of this Lease is stated in Section 1(f), and the Commencement Date shall be determined as provided in Section 1(h). Landlord and Tenant shall confirm the Commencement Date and E... | Label: Terms |
ef0956ee-229e-4a2c-8094-9e86f8d6f9dc | Clause:
This Note shall be governed by and construed in accordance with the laws of the State of Delaware without regard to conflicts of laws principles that would result in the application of the substantive laws of another jurisdiction. Any action brought by either party against the other concerning the transactio... | Label: Governing Laws |
35aacfe5-de38-4846-9877-2aa22be2eb24 | Clause:
THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AMENDMENT SHALL BE GOVERNED BY, CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption L... | Label: Governing Laws |
7f7811d3-6245-449f-b022-0c3adebb19dd | Clause:
Notwithstanding any provision of this Lease to the contrary, the parties acknowledge and agree that, all claims against, and liabilities of, Lessee or Lessor which relate to acts or omissions prior to the date of expiration or termination of this Lease, and the covenants and obligations under this Lease which e... | Label: Survival |
e6e6bfdc-fb9d-4be2-95df-108fafe81a95 | Clause:
The Company shall, from time to time, make the good faith determination whether or not it is practicable for the Company to obtain and maintain a policy or policies of insurance with a reputable insurance company providing the Indemnitee with coverage for losses from wrongful acts. For so long as Indemnitee sha... | Label: Insurances |
5157a978-41d4-4e5f-843a-dacf1fef3fa2 | Clause:
To facilitate execution, this Guaranty may be executed in as many counterparts as may be convenient or required. It shall not be necessary that the signature or acknowledgment of, or on behalf of, each party, or that the signature of all persons required to bind any party, or the acknowledgment of such party, a... | Label: Counterparts |
cef84561-82b5-4a7b-9776-90695444c9b5 | Clause:
Each member of Carlson Capital jointly represents and warrants that, as of the date of this Agreement: (a) Carlson Capital, together with all of the Carlson Capital Affiliates, collectively Beneficially Own an aggregate of [2,267,066] Common Shares; and (b) Carlson Capital has not provided or agreed to provide,... | Label: Representations |
ad730fba-9daa-4bf2-932d-7e8c66b656dd | Clause:
This Agreement may not be assigned by Purchaser or Seller without the prior express written consent of the other party, which consent may be given or withheld in such party’s sole and absolute discretion, except that Purchaser shall have the right to assign this Agreement to one (1) or more designees and design... | Label: Assignments |
727f5479-a373-4088-87f4-f453550393d6 | Clause:
The term of this Agreement commences on the Effective Date and shall continue in perpetuity unless the Parties mutually agree to terminate the Agreement or unless terminated earlier as set forth below.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, ... | Label: Terms |
686d77fc-2d43-45a9-9e3f-82eec2c3651a | Clause:
Within forty-five (45) days of the end of each Quarter after the First Commercial Sale of a Licensed Product in a country, Bayer shall provide an estimate of the total royalties payable under this Agreement, including royalties to the Upstream Licensors, based on the definition of Net Sales and the royalty dedu... | Label: Payments |
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