id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
0151e87d-3e4f-4726-b675-6f85e4d19cbb | Clause:
EACH PARTY TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY.
Task: Classif... | Label: Waiver Of Jury Trials |
9c5276d0-f83c-4848-8da8-e1e34ba94eb9 | Clause:
The Company shall submit drafts to CEC of any press releases and public documents that constitute disclosure of the existence or terms of this Agreement or any amendment to the terms of this Agreement at least three (3) Business Days prior to making any such disclosure, and shall afford them a reasonable opport... | Label: Publicity |
2ea81364-3c72-4d67-997e-3ca5a3669dc8 | Clause:
Except as otherwise provided in this Agreement or the Plan, each Restricted Share Unit shall become vested in accordance with the vesting schedule set forth in the Grant Notice; provided, however, that, subject to the provisions of the Plan, no Restricted Share Units shall vest following the earlier of the Gran... | Label: Vesting |
d5402cf7-12bc-4e00-918e-320d8fd31cf8 | Clause:
The Company shall have all powers of a limited liability company organized under the Act and not proscribed by the Act, its Certificate of Formation, or this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable ... | Label: Powers |
ed739111-886b-443c-a5c8-e69650c4c31d | Clause:
No waiver of any of the provisions of this Agreement shall be deemed, or will constitute, a waiver of any other provision, whether or not similar, nor will any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver.
Task: Classify this clause... | Label: Waivers |
adf8188a-6f5a-4e3a-ad24-2a56fb668912 | Clause:
The BORROWER hereby agrees to indemnify, defend, reimburse and hold harmless the BANK and each of its affiliates, and all the directors, officers, employees, agents, legal counsel and advisors of the BANK (each, an "INDEMNIFIED PARTY") from and against all claims, actions, proceedings, suits, damages, losses, l... | Label: Indemnity |
8c49d3cf-dc0d-41eb-aa0d-ef41f22bbbaa | Clause:
For the purposes of this Agreement, notices, demands and all other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when delivered either personally or by United States certified or registered mail, return receipt requested, postage prepaid, addressed... | Label: Notices |
24f33375-00d0-40a1-a674-25f0335e714f | Clause:
The Company shall (i) pay, or cause to be paid, all costs, fees, operating expenses and other expenses of the Company (including the costs, fees and expenses of attorneys, accountants or other professionals and the compensation of all personnel providing services to the Company) incurred in pursuing and conduct... | Label: Expenses |
71501b8a-3af4-49ef-b984-93e56afb7afb | Clause:
The parties agree to execute, deliver and perform such other documents, agreements and instruments, and to take such further actions, in each case as may be necessary or appropriate to effectuate this Agreement and the intentions expressed herein.
Task: Classify this clause into ONE of these types (exactly one... | Label: Further Assurances |
ec13d849-987c-45ec-976f-01ed2ba619dd | Clause:
Any claim arising under or relating to this Agreement shall be governed by the internal substantive laws of the State of Washington without regard to principles of conflict of laws.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws... | Label: Governing Laws |
046ac854-6222-422d-8d30-6902d71d36f6 | Clause:
KRECM and Subservicer each further agrees, at its own cost, and without expense to the other party, to do, execute, acknowledge, and deliver all and every such further agreements, instruments, acts, deeds, conveyances, financing statements, assignments, notices of assignments, transfers, and assurances as are r... | Label: Further Assurances |
9e8b5692-9bac-4ac3-9bf9-bc07a00a54d3 | Clause:
If the Lender pays any Taxes that Borrower is required to pay pursuant to this Article V , Borrower shall indemnify the Lender on demand in full in the currency in which such Taxes are paid (including any Taxes imposed by any jurisdiction on amounts payable under this Section 5.04 ), whether or not such Taxes w... | Label: Indemnifications |
453312f6-58cf-44ee-b2ef-f9fac067c777 | Clause:
Each of the representations and warranties of the Company in this Agreement and the other Transaction Documents that are qualified by materiality or by reference to any Material Adverse Effect shall be true and correct in all respects, and all other representations and warranties shall be true and correct in al... | Label: Warranties |
87d9fe7d-7738-4e9b-9315-0faff1bda6b8 | Clause:
All notices, requests, approvals, and other communications required or permitted to be delivered under this Lease must be in writing and are effective on the Business Day received if delivered by telecopier or facsimile; or 3 days after being deposited in the United States mail, certified, return receipt reques... | Label: Notices |
4507763d-fd41-4ba6-bfe9-bc5a77c3ba42 | Clause:
For purposes of this Agreement, Disability will mean Executive's absence from his responsibilities with the Company on a full-time basis for 180 calendar days in any consecutive 12-month period as a result of Executive's mental or physical illness injury.
Task: Classify this clause into ONE of these types (exa... | Label: Disability |
96a0e5cc-215a-4551-bf96-f099ba7c862a | Clause:
THIS LEASE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE APPLICABLE TO CONTRACTS EXECUTED AND PERFORMED IN SUCH STATE, WITHOUT GIVING EFFECT TO CONFLICTS OF LAW PRINCIPLES. NOTWITHSTANDING THE FOREGOING, ALL PROVISIONS OF THIS LEASE RELATING TO THE CREATION OF THE LEASE... | Label: Governing Laws |
aab31085-0d97-4ee6-a0be-adf17cb7ce7b | Clause:
The Parties agree that they have been represented by counsel during the negotiation and execution of this Agreement and, therefore waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document will be construed against the Party drafti... | Label: Interpretations |
5b156b9a-eec5-4a21-a812-ee8756d3d7e6 | 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, a Defaulting Lender or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “ Participant ”) in all or a portion of su... | Label: Participations |
808dc0bf-7364-481b-8a27-04d0523185ba | Clause:
The provisions of this Revolving Secured Promissory Note are severable, and if any provision shall be held invalid or unenforceable in whole or in part in any jurisdiction, then such invalidity or unenforceability shall not in any manner affect such provision in any other jurisdiction or any other provision of ... | Label: Severability |
10d20269-23df-4f0b-b8b0-e4a268dceecc | Clause:
Any provision of this Agreement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the... | Label: Severability |
6e9b5a17-d57d-47e7-8268-bf5093141926 | Clause:
Subject to Section 9.3 , infra, this Agreement shall be binding upon and 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, Ap... | Label: Assigns |
b17d4e5c-7563-4daf-b80f-e2102650746e | Clause:
The Borrower agrees to pay or cause to be paid all license fees, bonding premiums and related taxes and charges and shall pay or cause to be paid all of the Borrower’s real and personal property taxes, assessments and charges and all of the Borrower’s franchise, income, unemployment, payroll, use, excise, old a... | Label: Taxes |
c4e974b1-0f74-4d1e-88ce-73af710d4f78 | Clause:
You may not assign your rights or delegate your obligations under this Agreement. Sotheby’s shall be entitled to withhold from any payments or deemed payments under this Agreement any amount of withholding required by law. This Agreement constitutes the entire agreement between you and Sotheby’s concerning the ... | Label: Miscellaneous |
b0512482-2093-438b-9c6b-f80c9df4d5f6 | Clause:
The tax withholding obligation shall be satisfied by the Company withholding the required minimum amount from shares of Stock to be issued to the Grantee.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approval... | Label: Tax Withholdings |
0a7bd953-1375-4770-aabc-11442edf0cb9 | Clause:
This Letter Agreement contains the entire agreement between you and the Company and is the complete, final and exclusive embodiment of our agreement with regard to the subject matter. It is entered into without reliance on any promise or representation other than those expressly contained herein, and it may not... | Label: Entire Agreements |
4a311615-3936-4be3-89d5-ca44ddcd9a7f | Clause:
Other than as set forth on Schedule 2.1(q) , the Company, to the extent its applicable, has accurately prepared and filed all federal, state and other tax returns required by law to be filed by it, has paid or made provisions for the payment of all taxes shown to be due other than payment being contested and al... | Label: Taxes |
3293e0bd-a1e3-4037-bcd3-9578dade7215 | Clause:
Shall mean any entity of which at least 5l% of the outstanding stock or ownership interest having ordinary voting power to elect a majority of the Board of Directors/management of such entity is at the time directly or indirectly owned by the Borrower.
Task: Classify this clause into ONE of these types (exactl... | Label: Subsidiaries |
6f1989f5-7e0e-4b46-a71b-d95351a6b273 | Clause:
Tenant shall deliver to Landlord, by the Early Entry Date, a certificate of insurance evidencing that the Additional Premises are included within and covered by Tenant's insurance policies required to be carried by Tenant pursuant to the Lease. Such insurance, to the extent it remains in effect and in complianc... | Label: Insurances |
0d3e8b38-b257-4ae6-bb21-fdd5fa88e26f | Clause:
The Administrative Agent and the Lenders shall have received (a) all fees required to be paid on the Amendment Effective Date including, without duplication, an amendment fee for the account of each Lender that delivers and executes its signature page consenting to the Amendment by 5:00 p.m. Houston, Texas time... | Label: Expenses |
408b6026-aef1-4e66-8149-6db417384857 | Clause:
There are no actions, suits, claims, demands, investigations, inspections, audits, charges, or proceedings by or before any Governmental Authority pending or, to the actual knowledge of an Authorized Officer of any Parent Guarantor or any other Obligor, threatened (i) with respect to the Transaction or any Docu... | Label: Litigations |
e8a9ac1c-2504-4d94-bcb5-d63fedb9f396 | Clause:
The Borrower shall, and shall cause each of the Borrower’s Subsidiaries to, maintain, with financially sound and reputable insurance companies, insurance in such amounts and against such risks as are customarily maintained by companies engaged in the same or similar businesses operating in the same or similar l... | Label: Insurances |
21263075-ef06-4d19-9b40-046b0f83ddcb | Clause:
Except where the failure to have such title or other interest would not reasonably be expected to have, individually, or in the aggregate, a Material Adverse Effect, each Loan Party and each of its Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, or easements ... | Label: Liens |
5e1a4851-ea85-49a8-9454-ecfe499ce6ed | Clause:
Subject to entry of the Approval Order, this Agreement will have been, and subject to the entry of the Approval Order, the Disclosure Statement Order, and the Confirmation Order, each other Transaction Agreement will be, duly executed and delivered by the Company and each of the other Debtors party thereto. Upo... | Label: Enforceability |
2d4e8eea-bc91-4c4c-8caa-9d9c81f95b4d | Clause:
In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, the Purchaser will be entitled to specific performance under the Transaction Documents. The parties agree that monetary damages may not be adequate compensation for any loss incurred by reason ... | Label: Remedies |
004fcc8f-8c33-4634-ba16-e4cec9d48b44 | Clause:
Neither Seller nor any of its Subsidiaries is a party to any agreement, instrument or indenture, or subject to any restriction, that has, or could reasonably be expected to have, a Material Adverse Effect. None of Seller’s Subsidiaries is subject to any dividend restriction imposed by a Governmental Authority ... | Label: Agreements |
df83563b-c3d3-4b1d-8f55-710303d9050d | Clause:
This agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to conflicts of law principles.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Ar... | Label: Governing Laws |
bdb43d28-9ff5-4326-b1d8-ad681c78708b | Clause:
No Person shall be admitted as an Additional Limited Partner without the consent of the General Partner, which consent shall be given or withheld in the General Partner’s sole and absolute discretion. A Person who makes a Capital Contribution to the Partnership in accordance with this Agreement shall be admitte... | Label: General |
4778c953-ebe3-471c-a6ec-cd4c83d82a49 | Clause:
No provisions of this Agreement may be amended, modified, or waived unless such amendment or modification is agreed to in writing signed by Executive and by a duly authorized officer of the Company, and such waiver is set forth in writing and signed by the party to be charged. No waiver by either party hereto a... | Label: Miscellaneous |
c0cc3514-b0e2-4a33-96fe-164d1d9b1853 | Clause:
The headings of the sections or subsections in this Agreement are for convenience only and shall not control or affect the meaning or construction or limit the scope or intent of any of the provisions of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreem... | Label: Headings |
11fd2da1-3bf9-41c8-bad0-d91830b94731 | Clause:
During the term of the Executive’s employment hereunder, the Executive shall be entitled to participate in all group life, health, medical, dental, disability insurance, retirement, pension, and other similar employee benefit plans, now in effect or hereafter adopted, to the same extent as other executive emplo... | Label: Benefits |
9c6f765c-e010-4f18-a0d8-dc013270fa51 | Clause:
Walker Innovation shall have obtained in a timely fashion any and all consents, permits, approvals, registrations and waivers necessary for consummation of the purchase and sale of the Shares at the Closing, all of which shall be and remain so long as necessary in full force and effect.
Task: Classify this cla... | Label: Consents |
e5da83c7-bcad-49fd-9a10-e3b506d39be4 | Clause:
This Agreement shall be deemed to be made in, governed by and construed in all respects in accordance with the laws of the State of Nevada irrespective of the country or place of domicile or residence of either party and without regard to conflicts of laws principles. If any term or provision of this Agreement ... | Label: Governing Laws |
e699cabf-7ea4-48b8-9231-dfe653026d54 | Clause:
Section 3.17 of the Disclosure Letter sets forth as of the date of this Agreement a list of all insurance policies covering the assets, business, equipment, properties, operations or Employees of the Company or any of its Subsidiaries, all of which are in full force and effect. Such insurance policies are suff... | Label: Insurances |
4d739dfc-d8e3-44dc-a011-d4605b436e31 | Clause:
The Borrower and the Parent will not, and will not permit any of the Borrower’s Subsidiaries to, enter into any transaction (including, without limitation, the purchase or sale of any Property or service) with, or make any payment or transfer to, any Affiliate except (a) in the ordinary course of business and p... | Label: Transactions With Affiliates |
b273be36-e96f-413b-91df-73f60a1f333b | Clause:
Each party shall bear its own expenses and legal fees incurred on its behalf with respect to the negotiation, execution and consummation of the transactions contemplated by this Agreement and the Transaction Documents.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreeme... | Label: Expenses |
19474ddd-c4a3-4eeb-ba29-887856d1f0c4 | Clause:
All payments to be made by the Borrowers hereunder, whether on account of principal, interest, fees or otherwise, shall be made free and clear of and without condition or deduction for any counterclaim, defense, recoupment or setoff. All payments by the Borrowers hereunder shall be made to the Administrative Ag... | Label: General |
e885bd97-c41b-483b-9c41-8137682e6038 | Clause:
Any dispute, controversy or question arising under, out of, or relating to this Agreement (or the breach thereof), or, the Executive’s employment with the Companies or termination thereof, shall be referred for arbitration in Chicago, Illinois to a neutral arbitrator selected by the Executive and the Companies ... | Label: Arbitration |
345633ac-35a1-4e12-9d65-c4037a13f0b7 | Clause:
The Agreement contains the entire agreement between Me and the Company with respect to the subject matter of the Agreement. The Agreement may be amended only by a written instrument signed by Me and the Company.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Am... | Label: Entire Agreements |
f39a63b9-7132-473b-b7f5-0b034822dbc7 | Clause:
BDSI shall not (a) knowingly commit any act or omission that would reasonably be expected to give rise to any right of Arius Two, Inc. to terminate that certain BEMA License Agreement between Arius Two, Inc. (“ Arius Two ”) and Arius, dated September 5, 2007, as amended (the “ Arius Two Agreement ”) or that cer... | Label: Consents |
3c0751aa-9b7c-4e86-bde9-f47b471c9336 | Clause:
All payments to be made by any Guarantor pursuant to this Guaranty shall be made in Dollars, in immediately available funds to the Administrative Agent at the Principal Office, not later than 2:00 p.m. New York City time on the date of demand therefor.
Task: Classify this clause into ONE of these types (exactl... | Label: Payments |
1380b2ed-b09c-4506-ba1d-1e4d6a19b473 | Clause:
If any provision of this Agreement shall be determined by any court of competent jurisdiction to be unenforceable or otherwise invalid as written, the same shall be enforced and validated to the extent permitted by law. All provisions of this Agreement are severable, and the unenforceability or invalidity of an... | Label: Severability |
61e21d31-8057-48d6-8b6c-d94bc3f84b4e | Clause:
This Note shall survive until the later of the date on which this Note has been repaid or converted 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, Authorit... | Label: Survival |
ff36e6cb-c8b1-4f0a-aab6-79db87cbdda5 | Clause:
Each of the parties hereto shall perform such further acts and execute such further documents as may reasonably be necessary to carry out and give full effect to the provisions of this Agreement and the intentions of the parties as reflected thereby.
Task: Classify this clause into ONE of these types (exactly ... | Label: Further Assurances |
427f7f56-df41-4944-a614-2b3bd8e36a99 | Clause:
All corporate action on the part of the Company and GMS necessary for the authorization, execution and delivery of this Agreement, the issuance and sale of the Shares and the Warrant and the performance of all obligations of the Company and GMS hereunder and under the Warrant has been taken. This Agreement has ... | Label: Authorizations |
5529d573-4237-44e2-9547-a1979472f9c2 | Clause:
Seller, Guarantor and their respective Subsidiaries shall timely file all tax returns that are required to be filed by them and shall timely pay all Taxes due, except for any such Taxes as are being appropriately contested in good faith by appropriate proceedings diligently conducted and with respect to which a... | Label: Taxes |
7484e860-c2f8-408d-a9e3-0a8b9a1c6863 | Clause:
Each party will, from time to time, execute, acknowledge and deliver such further instruments, and perform such additional acts, as the other parties may reasonably request in order to effectuate the intent of this Agreement, provided that the requested party shall have no obligation to undertake any action req... | Label: Further Assurances |
b5afd903-6b49-4c3a-9d5b-538c042a4f30 | Clause:
The term of the Executive’s employment under this Agreement will commence on the Effective Date, and end on the third anniversary of the Effective Date (the “Initial Term”), and thereafter shall continue from year to year for additional one-year terms (the “Additional Terms”), unless and until either party shal... | Label: Terms |
b03344d6-9232-4a11-b7c2-193e7dff5cfb | Clause:
The Company and each of its Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as management of the Company believes to be prudent and customary in the businesses in which the Company and its Subsidiaries are engaged. Neither the Compan... | Label: Insurances |
bead1a7c-2a86-4ee4-baa8-049916868e4e | Clause:
The termination of the Warrant Transactions and the Warrant Confirmations with respect to a Tranche of Warrants contemplated by this Termination Agreement shall be effective only upon the occurrence of the Observation Date for such Tranche of Warrants.
Task: Classify this clause into ONE of these types (exactl... | Label: Effectiveness |
0a771b38-29f7-4a81-b28b-28e0489bf9b1 | Clause:
Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or to secure other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status... | Label: Releases |
6a8b2478-a765-4ca7-894a-27ccc6f5acc8 | Clause:
No previous waiver and no failure or delay by Administrative Agent or Lenders in acting with respect to the terms of the Existing Note or this Agreement shall constitute a waiver of any breach, default, or failure of condition under the Existing Note, this Agreement or the obligations secured thereby. A waiver ... | Label: No Waivers |
d9d36b48-b060-43da-a91b-62306c96a83a | Clause:
This Seventh Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which shall constitute one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws,... | Label: Counterparts |
de744fe9-3acf-40ea-b589-6f7574efc1df | Clause:
Not, and not permit any other Loan Party or any Subsidiary of any Loan Party to, enter into, or cause, suffer or permit to exist any material transaction, arrangement or contract with any of its other Affiliates (other than the Loan Parties and the Subsidiaries of the Loan Parties) which is not entered into in ... | Label: Transactions With Affiliates |
106fd515-4790-465b-84f5-10fbb02dc7a3 | Clause:
The Company and its Subsidiaries maintain, and have maintained without interruption for the last three (3) years, policies covering risks and events and in amounts adequate for the Company and its Subsidiaries and customary in the industry in which the Company and its Subsidiaries operate. There are no outstand... | Label: Insurances |
39f1ce61-f1d7-45a1-9f07-079ebf332fd3 | Clause:
Company acknowledges and agrees that irreparable damage may occur to Investor in the event that Company fails to perform any material provision of this Agreement or any of the other Transaction Documents in accordance with its specific terms. It is accordingly agreed that Investor shall be entitled to an injunc... | Label: Specific Performance |
7c775a28-81e7-45fa-b413-1396abb7775f | Clause:
The Borrower will maintain or cause to be maintained such policies of insurance as Persons similarly situated to the Borrower and its Subsidiaries would prudently maintain, including without limitation, commercial general liability and umbrella liability insurance, including but not limit to, coverage for bodil... | Label: Insurances |
a545ea43-ac57-4f5d-aef1-db41b47166f2 | Clause:
Except for Convergence Healthcare Advisors, LLC principals acting in their capacity as licensed securities agents of M&A Securities Group, Inc., no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agree... | Label: Brokers |
1c992907-ef9b-4777-b682-c2e3568ccabf | Clause:
Executive’s annual salary will be $390,000 (the “ Base Salary ”), paid in accordance with the Company’s payroll practices as in effect from time to time. The Base Salary will be reviewed annually by the Compensation Committee of the Board (the “ Committee ”).
Task: Classify this clause into ONE of these types ... | Label: Base Salary |
b505fff9-8f8f-410e-99e1-dd7bd962dd0f | Clause:
Except as otherwise set forth herein, so long as your service on the Board continues, the Restricted Stock Units shall vest in accordance with the schedule stated in the Award Notification. If your service on the Board is terminated prior to the date your Restricted Stock Units have vested for any reason other ... | Label: Vesting |
ca5d25fc-7e17-4a3b-9ac2-7dad1f5ccdb9 | Clause:
Release . In consideration of the Agent’s willingness to enter into this Amendment, on behalf of the Lenders, each Borrower and Guarantor hereby releases and forever discharges the Agent and Lenders, and the Agent’s and Lenders’ respective predecessors, successors, assigns, officers, managers, directors, employ... | Label: General |
39d3f530-304e-4eba-a0de-1022fe79c829 | Clause:
From and after the Separation Date, Executive agrees that Executive shall assist the Company in the defense of any claims or potential claims that may be made or threatened to be made against the Company in any action, suit, or proceeding, whether civil, criminal, administrative, investigative, or otherwise, th... | Label: Cooperation |
cdd84c74-6165-4dbd-b493-64b0f8fd3ab3 | Clause:
Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company confirms that, neither it, nor any other Person acting on its behalf, has provided any of the Buyer or their agents or counsel with any information that it believes constitutes ... | Label: Disclosures |
2a65a1fb-9262-42a7-b17d-4ed90c48d773 | Clause:
Each Party shall be entitled to specific performance in the event the other Party fails to perform any of its obligations which are conditions to the Closing.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Appr... | Label: Specific Performance |
a184d99f-5c69-4650-9f2e-03c4e55fa044 | Clause:
Except as otherwise permitted under Section 7.3 or Section 7.4 , at all times maintain and preserve in full force and effect (a) its existence (including being in good standing, to the extent such concept exists, in its jurisdiction of organization) and (b) all rights and franchises, licenses and permits materi... | Label: Existence |
e686e4f0-bc6c-44e3-9013-3cb7790f4760 | Clause:
The headings of the sections of the Certificate of Designation are for convenience of reference only and shall not define, limit or affect any of the provisions hereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable ... | Label: Headings |
7e2fcd67-eeba-41f9-80b6-0cafea035d97 | Clause:
You are not a party to any existing agreement or employment with an entity that would prevent you from entering into and performing this Agreement in accordance with its terms, including, without limitation, any agreement subjecting you to a non- competition, non-solicitation, or confidentiality covenant, excep... | Label: No Conflicts |
22433846-6239-4feb-9e92-69eaa5236c58 | Clause:
Each Person that is a party to this Agreement hereby agrees that such Person will vote, or cause to be voted, all voting securities of the Company, Holdings or Opco as applicable, over which such Person has the power to vote or direct the voting, and will take all other necessary or desirable action within such... | Label: Further Assurances |
857da776-7a03-4efd-a4e8-e831ef8c03ca | Clause:
THIS FOURTH AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS.
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: Governing Laws |
459c2feb-c4d2-4f2e-aa7a-f0158a7aa913 | Clause:
All real estate taxes and assessments (“ Taxes ”) assessed against the Property for the year of Closing shall be prorated as follows: Seller will be responsible for the payment of Taxes applicable to the period before the Closing Date, and Buyer will be responsible for the period on and after the Closing Date, ... | Label: Taxes |
d460d737-81f3-4203-9f81-be32546b4c47 | Clause:
This Agreement and the other Transaction Documents constitute the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein and therein, and supersede all prior and contemporaneous understandings and agreements, both written and oral, with respect to such sub... | Label: Entire Agreements |
14093abd-394f-4896-b8a2-410f7b497b54 | Clause:
This Agreement shall be binding upon and inure to the benefit of the Company’s 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, Assignments, Assigns, Authority, Aut... | Label: Assignments |
842f756b-1e9b-4f0e-89e0-39d45f65a874 | Clause:
In the event that any court having jurisdiction over this Agreement determines that one or more of the provisions contained in this Agreement shall be unenforceable in any respect, such provision shall be deemed limited and restricted to the portions that are enforceable. The invalidity or unenforceability of a... | Label: Severability |
074463fa-2da4-432e-ab3a-c772088e25cf | Clause:
This Agreement and the other Loan Documents, together with the DIP Orders, constitute the entire contract between the parties relative to the subject matter hereof. Any other previous agreement among the parties with respect to the subject matter hereof is superseded by this Agreement, the other Loan Documents ... | Label: Entire Agreements |
49609071-6826-47e2-8c7a-d43483665e03 | Clause:
Any costs and expenses incurred by Medgenics in connection with the assignments and transfers made by Medgenics under this Section 11.4 will be borne by Medgenics.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws,... | Label: Costs |
1ca89c24-842a-4545-8def-fddce2845976 | Clause:
In the event of Executive’s death occurring on or after the Termination Date, Brixmor shall provide the amounts in Section 2 that have not previously been paid to Executive to the beneficiary designated by Executive in writing (which designation, where applicable, shall be effected in accordance with the terms ... | Label: Death |
63b264b5-62e5-4e37-aec6-99775260acec | Clause:
Notices delivered in connection with this Guaranty shall be given in accordance with Section 20 of the Repurchase Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, A... | Label: Notices |
cd461490-2499-46ab-a207-b9a8e963bc86 | Clause:
This Agreement, the other Transaction Documents and the other agreements and documents referred to herein are intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject ... | Label: Entire Agreements |
4d5d9707-63c4-41fb-a961-eeff0cd815a6 | Clause:
This Agreement shall inure to the benefit of, be binding upon, and be enforceable by the Company and its successors and assigns. The Optionee shall not assign (except as provided by Section 9 hereof) any part of this Agreement without the prior express written consent of the Company.
Task: Classify this clause... | Label: Assignments |
ff02f4b3-3925-48b9-8c48-091c40369f68 | Clause:
Each Party shall maintain, and shall require its Affiliates and sublicensees hereunder to maintain, a general liability and product liability insurance program on terms customary in the animal health industry for products similar to Products covering all activities and obligations of it, and, as the case may be... | Label: Insurances |
deade7e0-94e7-40bd-b897-589c5392acd1 | Clause:
This Agreement shall be interpreted and construed in accordance with the laws of the State of Colorado, without regard to its conflicts of law provisions. Venue for any action concerning this Agreement or the subject matter of this Agreement shall be solely in the federal or state courts located in the City and... | Label: Applicable Laws |
7cd70379-5503-4931-b6d1-fb4607f63cd3 | Clause:
A Party affected by an Excuse event shall use reasonable efforts to overcome the event as promptly as possible and shall notify the other Party of the event within 15 days of its occurrence. Toe notice shall: (a) describe the Excuse event in reasonable detail; explain why the Excuse event was not reasonably wit... | Label: Notices |
ff7790db-830e-477a-914b-57b11f4a89c7 | Clause:
The Notice of Grant may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable L... | Label: Counterparts |
9af2c8a2-ead5-4206-9a3f-99071fd08aed | Clause:
Each of the Borrower Subsidiaries (i) is a corporation, limited partnership, general partnership, limited liability company or trust duly organized under the laws of its State of organization and is validly existing and in good standing under the laws thereof, (ii) has all requisite power to own its property an... | Label: Subsidiaries |
00c2e8e7-e84b-4b27-9ab5-e4b47f15eff4 | Clause:
The term “disability”, as used herein, shall refer to the Participant’s inability because of physical or mental illness or incapacity, whether partial or total, with or without reasonable accommodation, to perform the Participant’s duties with the Company for a continuous period of at least three (3) months or ... | Label: Disability |
3b3239b0-0a1e-4a5c-b09c-1b873c3956b1 | Clause:
Any initially capitalized term that is given a special meaning by this Article 1, the Summary, or by any other provision of this Lease (including the exhibits attached hereto) shall have such meaning when used in this Lease or any addendum or amendment hereto unless otherwise clearly indicated by the context.
... | Label: General |
fd82ed96-a8b1-46d8-998e-9593069854a0 | Clause:
Pledgor shall execute and acknowledge (or cause to be executed and acknowledged) and deliver to Pledgee all documents, and take all actions, reasonably required by Pledgee from time to time to confirm the rights created or now or hereafter intended to be created under this Pledge Agreement, to protect and furth... | Label: Further Assurances |
87f7526c-7977-40a1-9e58-43f5acf1e579 | Clause:
This Agreement shall be binding upon, shall inure to the benefit of, and shall be enforceable by the parties hereto and their respective successors and permitted assigns. The Company shall not assign this Agreement, nor any right or obligation hereunder, without the prior written consent of Purchaser. Purchase... | Label: Assignments |
716b9fd2-68d4-4115-a843-898973f4262c | Clause:
This Agreement may be signed in any number of counterparts, each of which shall be an original and all of which, taken together, constitute a single instrument. This Agreement may be executed by facsimile signature or by other electronic submission and all such signatures shall be effective as originals.
Task:... | Label: Counterparts |
b9bf9a02-1b5d-4c29-a0d7-eacf66f73a42 | Clause:
Neither Party may assign this Agreement without the prior written consent of the other, except that the Company may assign the Agreement including, but not limited to, the non-competition covenant in Paragraph 1(d), to any entity acquiring all or substantially all of the assets or the business of the Company in... | Label: Assignments |
17aabad2-e9ba-4a01-ae73-366f37bb8893 | Clause:
Except as specifically provided pursuant to Section 3(a) above or the Committee determines otherwise in its sole discretion, Participant will completely forfeit his or her right in respect of this Agreement, any Restricted Shares or Shares that may be granted hereunder and any and all voting and dividend rights... | Label: Forfeitures |
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