id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
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2ac8a3cf-e895-4264-b1ef-a15a1cd2d4d6 | Clause:
(the “ Company ”), and Colin M. Morris (the “ Executive ”).
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: Agreements |
65694c28-ba57-4b8d-a469-ea50737a9fba | Clause:
This Letter Agreement shall terminate on the earliest to occur of (a) the termination of the Shareholders Agreement or (b) the date on which the Investor no longer owns any Common Shares of the Company.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments,... | Label: Terminations |
a623b48c-3cc0-48f4-9a60-da4b2004878a | Clause:
The execution, delivery and performance of this Guaranty by the Guarantor and the consummation by the Guarantor of the transactions contemplated thereby do not and will not (i) conflict with or violate any provision of its Certificate of Incorporation, By-laws, articles of organization or operating agreement or... | Label: No Conflicts |
fca5ca49-b597-48e6-8b42-65e61bed681c | Clause:
All amounts to be paid or deposited by Borrower or the Servicer (on Borrower’s behalf) to any of the Agents or Lenders (other than amounts payable under Section 4.2) shall be paid by wire transfer of immediately available funds received not later than 1:00 p.m. (New York City time) on the day when due in lawful... | Label: Payments |
d2e3d255-becc-4dd9-a5af-79b1b30dc25a | Clause:
Each of Parent and Merger Sub is duly organized, validly existing and in good standing (with respect to jurisdictions which recognize such concept) under the Laws of its respective jurisdiction of organization.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Ame... | Label: Organizations |
3d5cf77a-2067-44ab-9b1e-b950537fb73e | Clause:
This Agreement (including those documents incorporated herein) constitutes your entire agreement with the Company relating to the subject matter hereof, and supersedes in its entirety any and all prior agreements, understandings or arrangements with the Company, including the letter agreement dated September 30... | Label: Entire Agreements |
ba54d31b-cb3f-404b-99ed-05b52ad9002b | Clause:
The Restricted Shares are granted to the Non‑Employee Director subject to the prohibitions on transfer set forth in Section 2 below, which shall lapse, if at all, upon the vesting of Restricted Shares and expiration of the Restriction Period as to such vested Restricted Shares as described in this Agreement.
T... | Label: Forfeitures |
0e4ce325-9007-4c7a-ad22-721eccdcbd2a | Clause:
(%3) This Agreement is personal to Executive and without the prior written consent of the Company shall not be assignable by Executive otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by Executive’s legal representatives.
Task: Clas... | Label: Successors |
07d97c8d-5ca5-40b9-b025-f2754f9b5d4a | Clause:
At all times, both during my employment and after its termination, and to the fullest extent permitted by law, I will keep and hold all Proprietary Information in strict confidence and trust. I will not use or disclose any Proprietary Information without the prior written consent of the Company in each instanc... | Label: Confidentiality |
0a91a4cd-5e2b-44d8-aa13-a4272543c173 | Clause:
So long as a Holder has Registrable Securities if (x) the Corporation proposes to file (i) a shelf registration statement other than a registration statement on Forms S-4 or S-8 and any successor forms, (ii) a prospectus supplement to an effective Shelf Registration Statement relating to the sale of equity secu... | Label: Participations |
71f69770-a996-40f7-96c1-ffc3f95d8057 | Clause:
These RSUs are subject to vesting, with 4,704 RSUs vesting on March 1, 2018, and 4,704 RSUs vesting on September 1, 2018, provided the Employee is in the employ of the Company at the time of each such vesting.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amen... | Label: Vesting |
93a05c4a-401b-4fc2-aa3b-b27cef447288 | Clause:
As of the Closing Date, all of Borrower’s material commercialized Products and other material Products are listed on Schedule 8.2(a ) to the Disclosure Letter. All of Borrower’s Regulatory Required Permits (limited to those Regulatory Required Permits the loss of which would reasonably be expected to have a Ma... | Label: Disclosures |
82237ee8-97e0-4967-80a6-d21fe960af34 | Clause:
As used herein, unless the context requires otherwise, the following terms have the meanings indicated below.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authori... | Label: Definitions |
7d92d41a-fa0b-44ce-a702-ae05837c9f92 | Clause:
The Employer shall continue to employ the Executive, and the Executive shall continue to serve the Employer, as the Executive Vice President and Chief Credit Officer of the Bank upon the terms and conditions set forth herein. The Executive shall have such authority and responsibilities consistent with his posit... | Label: Employment |
104d27eb-7c1f-4bb9-b42b-97b6eb86d90e | Clause:
The Company may assign the rights given to it in this Agreement, and this Agreement shall survive any sale of assets, merger, consolidation, or other change in corporate structure. I understand that my obligations under this Agreement will continue in accordance with its express terms regardless of any changes ... | Label: Survival |
6e8e2fa2-f935-4706-8ee8-85365a6daf95 | Clause:
The Borrowers will use the proceeds of the Loans (a) to repay outstanding indebtedness and any other obligation due and arising under the Existing Revolving Credit Facility in full, (b) to pay fees, costs and expenses incurred in connection with this Agreement and (c) for general corporate purposes.
Task: Clas... | Label: Use Of Proceeds |
c96b9809-edaf-422a-9381-3afbbfb9911a | Clause:
The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby do not and will not: (i) conflict with or violate any provision of the Company’s articles of incorporation or bylaws, or (ii) conflict with, or constitute a defau... | Label: No Conflicts |
3ab9891a-9827-4478-a4ec-ef73265aeb0d | Clause:
Except w ith respect to the Company’s enforcement of the cove nant s in SECTION 4 and SECTION 5, in the event that either Executive or the Company ( or their successor and assigns , or any other person claiming benefits on behalf of or through them) has a dispute, claim, question, or disagreement arising from o... | Label: Arbitration |
8c49540e-8f41-441a-9d54-6acc4925f38f | Clause:
Taken as a whole, all written disclosure provided by or on behalf of the Company to the Investors regarding the Company, the Subsidiary, their respective businesses and the transactions contemplated hereby and by the other Transaction Documents, including the Schedules to this Agreement, are true and correct in... | Label: Disclosures |
735f7365-524a-4195-b543-add59a9ea183 | Clause:
All recording fees respecting the Deed, title insurance premiums for the Title Policy, including without limitation, costs and premiums for extended coverage of the Title Policy and any endorsements thereto requested by Buyer, all state and county transfer taxes, deed recording tax, brokerage fees and commissio... | Label: Expenses |
df30b9e9-5d49-4dd2-9d7d-7f37eeea7498 | Clause:
The Company will use the net proceeds to the Company from the sale of the Securities hereunder for general corporate purposes and working capital .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbi... | Label: Use Of Proceeds |
d5a2a1d6-90cd-42fb-8920-6353a9b403a3 | Clause:
This Agreement, the other Transaction Documents and the schedules and exhibits attached hereto and thereto and the instruments referenced herein and therein supersede all other prior oral or written agreements between the Buyers, the Company, its Subsidiaries, their affiliates and Persons acting on their behalf... | Label: Entire Agreements |
0c632a34-0288-4efb-bbfa-6bcf53d9a182 | Clause:
Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, excluding those for equitable relief (e.g., injunctive relief or specific performance), shall be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, and j... | Label: Arbitration |
f13167db-3acf-4154-bc1b-7d09892100c7 | Clause:
Except as otherwise provided in this Agreement (including Sections 2.6(d) , 8.4 and 8.5 ), each party hereto shall bear its own costs and expenses in connection with the negotiation, documentation and consummation of the transactions contemplated by this Agreement, including all legal, accounting, financial adv... | Label: Expenses |
88ed9ced-8557-476e-917e-0f35c34c85d8 | Clause:
The Company shall be responsible for the payment of the Placement Agent’s fees. No Person will have, as a result of the transactions contemplated by the Transaction Documents, any valid right, interest or claim against or upon any Purchaser for any commission, fee or other compensation pursuant to any agreement... | Label: Fees |
88519f46-bcee-4b5d-ac60-fba27a5d289d | Clause:
This Agreement constitutes an amendment and restatement of the Existing Credit Agreement effective from and after the Fifth Restatement Effective Date. The execution and delivery of this Agreement shall not constitute a novation of any indebtedness or other obligations owing to Agent, Swing Lender, any Issuing ... | Label: Amendments |
5bdf1caa-a313-456a-9d51-a6a4e06aa0ee | Clause:
The Servicer represents, warrants and covenants that it has obtained and shall continue to maintain in full force and effect a fidelity bond or comparable insurance in such form and amount as is customary for prudent servicers acting as custodian of funds and documents in respect of consumer contracts similar t... | Label: Insurances |
310d35e9-6b14-4cd1-af3d-47057617fef0 | Clause:
It is duly qualified to do business and is in good standing (or is exempt from such requirements) in each State of the United States where the nature of its business requires it to be so qualified and the failure to be so qualified and in good standing would have a Material Adverse Effect on the interests of th... | Label: Authority |
600855e7-ae82-4429-b115-2bdd2ae2ff4b | Clause:
The financial statements (the “ Financial Statements ” of the Company included in the SEC Reports, including in each case the related notes thereto, (i) are in accordance with the books and records of the Company, (ii) are correct and complete in all material respects, (iii) present fairly the financial positio... | Label: Financial Statements |
0abbb622-6d1b-4884-a90b-3beba4e99980 | 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 |
7617fd26-5f34-4c3f-b578-69d116b890af | Clause:
Based upon the Employee Retirement Income Security Act of 1974 (“ERISA”), and the regulations and published interpretations thereunder: (i) no Company nor any of their Subsidiaries has engaged in any non-exempt Prohibited Transactions (as defined in Section 406 of ERISA and Section 4975 of the Internal Revenue ... | Label: Erisa |
d5183599-e3c3-43cc-9e4b-6efcf13924b8 | Clause:
The Company shall by [8:30 a.m.] EST (a) on the first Business Day after this Agreement has been executed, issue a press release disclosing the material terms of the transactions contemplated hereby and (b) within four (4) Business Days after this Agreement has been executed, file a Current Report on Form 8-K w... | Label: Publicity |
67abdcbc-4e22-4e07-99ef-fe4462ece3cb | Clause:
Each Canadian Borrower agrees that, from time to time upon the written request of the Canadian Administrative Agent, such Canadian Borrower will execute and deliver such further documents and do such other acts and things as the Canadian Administrative Agent may reasonably request in order fully to effect the p... | Label: Further Assurances |
563385d3-f4e7-4744-adc9-d37c0b681726 | Clause:
The date on which (i) this Master Lease either expires or is terminated by either Landlord or Tenant, whether pursuant to a right granted to it hereunder or otherwise, (ii) the date on which Tenant’s right to possession of the Premises is terminated pursuant to a right granted to it hereunder or otherwise, or (... | Label: Assignments |
88e0d918-af06-4a1f-82e7-12cffad77784 | Clause:
This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page o... | Label: Counterparts |
b71efadb-0dad-40af-bd0f-c1abad7f3af5 | Clause:
(a) The Client represents and warrants that the Client (or its authorized representative) has full power and authority to enter into this Agreement; the terms of this Agreement do not violate any obligation by which the Client is bound, whether arising by contract, operation of law, or otherwise; and this Agree... | Label: Representations |
f364677c-a407-4d93-9613-0b6672640dce | Clause:
Upon termination of the Consulting Term for any reason, this Agreement shall terminate and Company shall have no further obligation to Consultant; provided that the provisions set forth in Sections 4 through 15, and the provisions required to interpret them, shall remain in full force and effect after the termi... | Label: Survival |
665942e0-4126-4313-ae3e-882fdc80a194 | Clause:
Except as could not reasonably be expected to have a Material Adverse Effect, the Loan Parties own, or possess the right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights (collectively, “ IP Rights ”) that a... | Label: Intellectual Property |
4d2b2585-fb10-46b0-b75c-73a0eb46a32b | Clause:
Other than consummating the transactions contemplated hereunder, such Purchaser has not, nor has any Person acting on behalf of or pursuant to any understanding with such Purchaser, directly or indirectly executed any purchases or sales, including Short Sales, of the securities of the Company during the period ... | Label: Confidentiality |
c25c5421-37e9-4b75-bae5-8c0d809dce42 | Clause:
All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by Admi... | Label: Survival |
85035e9a-67d9-4c57-97d7-8267611cac9d | Clause:
The Borrower will use the proceeds of the Loans and the Letters of Credit solely to (a) pay closing costs in connection with this Agreement; (b) to finance Borrower’s direct and indirect investments in Real Estate and Mortgage Receivables; and (c) for general working capital purposes.
Task: Classify this claus... | Label: Use Of Proceeds |
4b155832-a583-4ed5-baad-a43d6c0a0205 | Clause:
Upon any termination of the Executive’s employment hereunder, the Company shall pay to the Executive any salary and benefits accrued prior to the termination date and no severance or similar compensation or benefits shall be paid or payable to or for the benefit of the Executive.
Task: Classify this clause int... | Label: Terminations |
99d423d7-bbc7-45e4-b689-e7bb993fe257 | Clause:
There is no material lawsuit, tax claim or adjustment or other dispute pending to the best of the Borrower’s knowledge or threatened against Borrower or the Collateral, which may result, either separately or in the aggregate, in any material adverse change in the assets, properties, business, profits, or condit... | Label: Taxes |
51806991-2e7b-4c31-8510-d0fa760badae | Clause:
This Guaranty is an amendment and restatement of the Existing Guaranty in its entirety, and this Guaranty is not a novation of the Existing Guaranty. All obligations of the Guarantor under such Existing Guaranty shall continue in full force and effect as amended and restated by this Guaranty.
Task: Classify th... | Label: Amendments |
fb130528-f582-4c2d-b545-52cbc3fc72ed | Clause:
The Executive agrees to cooperate with the Employer’s reasonable requests with respect to all matters arising during or related to his employment about which he has personal knowledge because of his employment with the Employer, including but not limited to all matters (formal or informal) in connection with an... | Label: Cooperation |
39e337bd-e3bb-446b-b3cf-42507d3e0582 | Clause:
You are eligible for a maximum of four weeks of vacation per calendar year commencing on the Effective Date. The number of vacation days for which you are eligible shall accrue at the rate of 1.67 days per month that you are employed during such calendar year. Any unused vacation will be paid upon termination ... | Label: Vacations |
dae92efa-8dee-4f8a-b851-a9e63e977e56 | Clause:
Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court fro... | Label: Submission To Jurisdiction |
e25ddf7c-7c9c-4d7c-afc4-518600c9c6fa | Clause:
This Agreement will inure to the benefit of and be binding upon the parties and their respective heirs, personal representatives, successors and permitted assigns.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws,... | Label: Successors |
3e065e20-2b2f-47cf-91f2-b32ba48febcf | Clause:
For the purposes of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be duly given when delivered or when mailed by United States registered or certified mail, return receipt requested, postage prepaid, addressed to the President of the Company, a... | Label: Notices |
9d31206d-a448-4c61-9867-a56634010c38 | Clause:
It is the intent of the parties that Employee not be required to incur any expenses associated with the enforcement of Employee’s rights under this Agreement by arbitration, litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits intended to be extend... | Label: Enforcements |
cea50151-264d-4616-ba20-b1fb6db199f8 | Clause:
The Company has chosen Consultant on the basis of Consultant’s experience and qualifications, including Consultant’s reputation for ethical business conduct and compliance with applicable laws. As such, Consultant agrees not to assign any of its rights or obligations under this Agreement, or delegate the perfor... | Label: Assignments |
3ecec8bb-0eb8-4a55-a45d-932040d63c67 | Clause:
THIS SECURITY AGREEMENT AND THE OTHER CREDIT DOCUMENTS, AS DEFINED IN THE CREDIT AGREEMENT REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.
Task: Classify this clause into ONE of these types (exactly... | Label: Entire Agreements |
8c125942-932d-4749-b454-a66f49f99021 | Clause:
This Letter Agreement shall be construed, interpreted and enforced in accordance with the internal laws of the State of Delaware without regard to any applicable conflicts of laws provisions.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corru... | Label: Governing Laws |
60c9661b-1c20-4fed-b2f4-f09452de4ac0 | Clause:
This Agreement, and the rights preserved under it, represent the full understanding between you, Holdings, and SC concerning your separation from employment. There will be no contractual or similar restrictions on your post-employment activities other than those expressly set forth in this Agreement, the Letter... | Label: Entire Agreements |
5e9533d2-26c3-411d-83a6-a2577b3d4cc0 | Clause:
All normal and customary business expenses incurred by Consultant under this Agreement shall be paid by Consultant and reimbursed by Company in accordance with Company’s standard expense reimbursement policy.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amend... | Label: Expenses |
fce68289-711d-46ad-8260-50ab8d1aba3e | Clause:
If a court of competent jurisdiction finds any provision of this Assignment to be illegal, invalid, or unenforceable as to any circumstance, that finding shall not make the offending provision illegal, invalid, or unenforceable as to any other circumstance. If feasible, the offending provision shall be conside... | Label: Severability |
e5e7f6d3-1bc8-4290-87f7-99f250875425 | Clause:
The provisions of Section 14(d) of the Plan are incorporated herein by reference and made a part hereof. In addition, the Committee, subject to its having considered the applicable accounting impact of any such determination, has full discretion to allow the Participant to satisfy, in whole or in part, any addi... | Label: Tax Withholdings |
73b9029b-02d2-4ef2-a453-d37dd274de1b | Clause:
This letter, together with the Confidentiality Agreement and your Indemnification Agreement, sets forth the entire agreement and understanding between you and the Company relating to your employment and supersedes all prior agreements and discussions between us. This letter may not be modified or amended except... | Label: Entire Agreements |
653331e0-ccd2-48bb-a6c0-c5d9d73be001 | Clause:
The parties hereby irrevocably agree that no attempted amendment, modification, or change of this Agreement shall be valid and effective, unless the parties shall unanimously agree in writing to such amendment, modification or change.
Task: Classify this clause into ONE of these types (exactly one label):
Adju... | Label: Amendments |
91ece16b-b29c-4b7b-93d1-8a3109feb5f2 | Clause:
Notwithstanding anything in this Agreement to the contrary, the Company and its Affiliates will deduct or withhold from any amounts owing to Executive any federal, state, local, or foreign withholding taxes, excise tax, or employment taxes (“ Taxes ”) imposed with respect to Executive’s compensation or other pa... | Label: Withholdings |
1a1bf003-b43c-4da9-b984-cb7fce449532 | 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 |
5404f388-b924-4fed-8ec2-3facf07740bb | Clause:
There is no pending or, to the best knowledge of the Company, threatened action, suit, proceeding or investigation before any court, governmental agency or body, or arbitrator having jurisdiction over the Company, that would affect the execution by the Company or the complete and timely performance by the Compa... | Label: Litigations |
04bd5d62-686f-47a9-8dd6-65c0efa1d695 | Clause:
Vesting will occur only if the Employee has been continuously employed by the Company or an Affiliate from the Grant Date through the end of the Performance Period and the Committee certifies that the Performance Goal(s) have been satisfied. If the Employee has a Termination of Service on or prior to the last d... | Label: Vesting |
362e4fe4-cd52-46c9-8fff-1fb8bb7fa527 | Clause:
Employee agrees that the restrictions contained in this Exhibit C are necessary for protection of the business of the Company and that unauthorized disclosure of any Proprietary Information or other violation of this Exhibit C would cause irreparable injury to the Company not adequately remediable in damages. E... | Label: Remedies |
824ec136-f647-4f5f-a453-9913898e95db | Clause:
The Credit Agreement and the Notes, except to the extent of the amendments specifically provided in Section 1 above, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. The execution, delivery and effectiveness of this Letter Amendment shall not, except ... | Label: Miscellaneous |
39d3bd3f-cef3-4087-bb43-3566c22bc0e6 | Clause:
While it expects to continue this Nonqualified Plan III indefinitely, 3M (acting through its Board of Directors or the Compensation Committee) reserves the right to terminate such Plan at any time and for any reason. Termination of this Nonqualified Plan III shall not affect 3M’s obligation to pay the benefits... | Label: Terminations |
75d37322-735c-404e-95de-02fe3106f26c | Clause:
Each of the Company and each of its Restricted Subsidiaries owns or has the rights to use all patents, trademarks, service marks, trade names, copyrights and formulas, and other intellectual property, reasonably necessary for the conduct of their respective businesses as currently conducted and, to the knowledg... | Label: Intellectual Property |
e997e5c9-fecc-4e88-8fe9-17eb675bba19 | Clause:
The Company shall pay the Executive an annual rate of base salary of $550,000 (effective June 1, 2016) in periodic instalments in accordance with the Company’s customary payroll practices, but no less frequently than monthly. The Executive’s annual base salary may be increased from time to time by the Board of ... | Label: Base Salary |
921e4a7e-7a62-4118-b46c-94bf43633bab | Clause:
There occurs any Change in Control.
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 Effects, Books, Brokers... | Label: Change In Control |
b550dda6-2a01-41ff-8b1c-b042cbfd6eac | Clause:
This Agreement shall be governed by and construed in accordance with the laws of the State of Tennessee (without giving effect to any conflict of law principles that would require the application of any other laws), and it shall be enforced or challenged only in the courts of the State of Tennessee.
Task: Clas... | Label: Governing Laws |
24c51850-7dcb-482d-b6c8-56a5d2fae739 | Clause:
Except as could not reasonably be expected to have a Material Adverse Effect, (i) each Group Member owns, or is licensed to use, all Intellectual Property necessary for the conduct of its business as currently conducted., (ii) no material claim has been asserted and is pending by any Person challenging or quest... | Label: Intellectual Property |
694a3cda-ed06-43bc-8910-119010d2145b | Clause:
THIS FIRST AMENDMENT, AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER, SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY 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 Laws, Applicabl... | Label: Governing Laws |
f8c1d0d5-187b-4cc5-91c2-85af140940bd | Clause:
All of the direct and indirect subsidiaries of the Company are set forth on Exhibit 21.1 to the Company’s Annual Report on Form 10-K for the year ended January 31, 2017. The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, ... | Label: Subsidiaries |
f5463ffa-cfad-4904-89a9-4ef45365bad4 | Clause:
The Company and its Subsidiaries have, or have rights to use, all Intellectual Property as necessary or required for use in connection with their respective businesses and which the failure to so have could have a Material Adverse Effect (collectively, the “ Intellectual Property Rights ”). Neither the Company ... | Label: Intellectual Property |
eb00cd20-7965-4503-b325-e5fe621d5034 | Clause:
The consummation of the transactions contemplated in this Agreement (the “ Closing ”) shall take place at the offices of Stony Hill Corp, 2355 Westwood Blvd., Suite 349, Los Angeles, California 90064, at 2:00 p.m. (local time) on February 23, 2017, or at such other time and place as the parties may agree (the “... | Label: Closings |
33534deb-87fe-4912-abd3-4f6aee1c81c6 | Clause:
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of: (a) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number or email attac... | Label: Notices |
716f41f3-1808-4bb4-b15f-6a05e258c81e | Clause:
See Schedule 10.3(g) .
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 Effects, Books, Brokers, Capitalizat... | Label: Insurances |
6799307a-830b-4948-9b14-d42fdf7909e1 | Clause:
All representations and warranties made by SOJA and the SOJA Shareholder on behalf of themselves individually in this Agreement shall be true and correct on and as of the Closing Date.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption L... | Label: Representations |
db94aa19-3199-441a-90d7-79b81aeec3b5 | Clause:
EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHET... | Label: Waiver Of Jury Trials |
e6cebb85-ae25-4f76-9dde-dfc95257a400 | Clause:
All of the Assets and Business of Seller of an insurable nature usually insured by companies of similar size and similar businesses are insured by Seller in such amounts and against such losses, casualties or risks as is usual by such companies, required by any law or required by any contract or commitment of S... | Label: Insurances |
aafbc081-957c-4289-8f22-5a4f87fdb243 | Clause:
The manufacture and supply of API hereunder shall not infringe or misappropriate any intellectual property right of any third party.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assign... | Label: Intellectual Property |
135b5ba7-7737-497c-9828-c038b8e672d8 | Clause:
The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which it is a party, the issuance and sale of the Securities and the consummation by it of the transactions contemplated hereby and thereby do not and will not, subject to the Required Approvals: (i) ... | Label: No Conflicts |
c916ba3d-324a-4da5-92f2-554a31f5f91a | Clause:
This Agreement, together with the relevant Notice and the Plan, contain the entire agreement between the parties with respect to the award granted hereunder. Any oral or written agreements, representations, warranties, written inducements, or other communications made prior to the execution of this Agreement w... | Label: Entire Agreements |
5e1d37ec-4be2-47ef-87b5-bf09dc7df2b4 | Clause:
The Plan will generally be administered by the Board. Subject to the express provisions of the Plan, the Board has discretion to interpret the Plan and to make all other policy decisions relating to the operations of the Plan. The Board may adopt any rules, regulations, guidelines, and forms relating to the Pla... | Label: General |
74171fa0-0bc8-4a53-95ca-6a2d0bccc77b | Clause:
Each Lender may sell participations to one or more Lenders or other entities in all or a portion of such Lender’s rights and obligations under this Agreement and the other Loan Documents; provided that (a) any such sale or participation shall not affect the rights and duties of the selling Lender hereunder, (b)... | Label: Participations |
f572017b-eb23-47d7-b22e-9e1746faedf7 | Clause:
The proceeds of the Loans will be used only to finance the working capital needs, and for general corporate purposes, of the Borrower and its Subsidiaries in the ordinary course of business or otherwise to the extent permitted by the terms of this Agreement. No part of the proceeds of any Loan will be used, whe... | Label: Use Of Proceeds |
920bc966-4db7-401d-a30b-cfdfe1568056 | Clause:
Unless otherwise specified herein or therein, all terms defined in this Agreement or in any other Loan Document shall have the defined meanings when used in any certificate or other document made or delivered pursuant hereto. The meanings of defined terms shall be equally applicable to the singular and plural f... | Label: Defined Terms |
13e582c5-1d3b-4279-80f9-061ebe27d3da | Clause:
Notwithstanding anything to the contrary, no stockholder shall transfer, whether by sale, gift or otherwise, any Shares acquired from any Award (including, without limitation, Shares acquired upon exercise of an Option) to any person or entity unless such transfer is approved by the Company prior to such transf... | Label: General |
67f9ff04-1425-4e03-846e-5368bd032347 | Clause:
Except to the extent that you have an arbitration agreement with Regis, this Agreement and the Employment Agreement set out the entire agreement between you and Regis and supersede any and all prior oral or written agreements or understandings between you and Regis concerning your termination of employment. Any... | Label: Entire Agreements |
2be044b3-676c-4fa6-9658-2b24ab7bc563 | Clause:
This Guaranty may not be amended except in writing signed by the Administrative Agent and each Guarantor that is a party hereto at the time of such amendment, subject to Section 10.01 of the Credit Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amend... | Label: Amendments |
0f8777b3-9f8f-4b31-af85-3d13f164c58e | Clause:
This Agreement and the terms and conditions set forth herein, shall be governed by and construed solely and exclusively in accordance with the internal laws of the State of New York without regard to the conflicts of laws principles thereof. The parties hereto hereby expressly and irrevocably agree that any sui... | Label: Governing Laws |
9eb526b7-edd7-4c34-9686-a1b3ebbf9d84 | Clause:
All demands, notices and communications hereunder shall be in writing and shall be deemed to have been duly given if personally delivered at or mailed by registered mail, return receipt requested, to, in the case of (i) the Issuer, at c/o Wilmington Trust, National Association, Rodney Square North, 1100 North M... | Label: Notices |
bdfaaedf-2860-41ca-baaa-139d642ac35f | Clause:
There are no actions, suits or proceedings pending or, to the knowledge of the Borrower, threatened with respect to the Borrower or any of its Restricted Subsidiaries (i) that have had, or would reasonably be expected to have, a Material Adverse Effect, or (ii) that question the validity or enforceability of an... | Label: Litigations |
22e1067f-dbd7-4fc1-8793-0b105bfc0044 | Clause:
The Company will not directly or indirectly pay or cause to be paid any remuneration, whether by way of supplemental or additional interest, fee or otherwise, or grant any security or provide other credit support, to any holder of a Note as consideration for or as an inducement to the entering into by such ho... | Label: Payments |
90294d4e-3fdc-4aa4-8b9b-3e4b1b796005 | Clause:
This instrument constitutes and contains the entire Agreement and final understanding between the parties covering the services provided by Contractor. It is intended by the parties as a complete and exclusive statement of the terms of their agreement. It supersedes all prior negotiations and agreements, propos... | Label: Entire Agreements |
9e25174e-5e48-4a72-9f7d-f5b2aca435be | Clause:
The Company shall use the proceeds of this Note for general working capital.
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, ... | Label: Use Of Proceeds |
7ac03df5-8dcb-4fb4-9a50-52bbc42e0049 | Clause:
This Agreement has been duly executed and delivered by the Company and constitutes, and each other Related Agreement to which the Company is a party when executed and delivered by the Company, shall constitute, a legal, valid and binding obligation of the Company, enforceable in accordance with its terms, subje... | Label: Enforceability |
da5416b2-cc5c-41ff-adda-85721b7f883b | Clause:
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument and shall become effective when counterparts have been signed by each party and delivered to the other parties. In the event that any sign... | Label: Counterparts |
64127720-5b73-4fc2-ba3e-f84b8bc5ca7b | Clause:
No ERISA Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, would reasonably be expected to result in a Material Adverse Effect. The present value of all accumulated benefit obligations under each ... | Label: Erisa |
2feb902b-4924-49f2-b6f9-b71922bf5117 | Clause:
This Note and any claim, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Note and the transactions contemplated hereby shall be governed by the laws of the State of Illinois.
Task: Classify this clause into ONE of these types (ex... | Label: Governing Laws |
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