id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
ac0036c1-7c7b-4318-81ea-db038212bc9b | Clause:
This MOU will be governed by the laws of the state of Washington, exclusive of Washington’s conflict of laws principles.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assig... | Label: Governing Laws |
5bef7855-b79d-4b4d-a387-9ff8133bc054 | Clause:
If any provision of the Non-Employee Stock Incentive Plan or any Award is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any Person or Award, or would disqualify the Non-Employee Stock Incentive Plan or any Award under any law deemed applicable by the Committee, su... | Label: Severability |
01d09718-8bd6-4188-a470-490c820f78b5 | Clause:
Each Participant shall be fully (100%) vested in his Account (including any subaccount) balance attributable to Deferral Elections at all times. Vesting with respect to Company Matching Contributions and other matching contributions credited as Ralcorp Amounts is described in Section 3.5.
Task: Classify this c... | Label: Vesting |
9ae68062-a176-4e8b-aa5e-97b3f5375ed1 | Clause:
Should one or more of the provisions of this Agreement become void or unenforceable as a matter of law, then this Agreement will be construed as if such provision were not contained herein and the remainder of this Agreement will be in full force and effect, and the Parties will use their commercially reasonabl... | Label: Severability |
8be29c69-483a-47ff-8b16-e26e2ad240a4 | Clause:
All notices, requests and demands to or upon the Secured Hedge Provider, the Administrative Agent or the Collateral Agent shall be governed by the terms of Section 11.01 of the Credit Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Co... | Label: Notices |
c48881d2-a2cd-45d1-8932-e7eef2f0aaf2 | Clause:
All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and... | Label: Survival |
f25550b3-2553-4141-87c6-77b881aeb616 | Clause:
Effective as of the Effective Date and continuing for the Employment Period, Employee’s employment by the Company shall be subject to the terms and conditions of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Ap... | Label: Employment |
eaeb9b89-2d7f-4de1-8204-2560feea6e50 | Clause:
This Copyright Security Agreement shall terminate upon termination of the Security Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizatio... | Label: Terminations |
88a5204b-44bc-44bc-9a36-26ee6c9b1f76 | Clause:
No failure or delay by any party hereto in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder.
Task: Classify this ... | Label: No Waivers |
90f605ad-67e2-4af7-b085-de79bf34a780 | Clause:
Neither the execution and delivery of the Loan Documents, nor the consummation of the transactions contemplated herein and therein, nor performance of and compliance with the terms and provisions hereof and thereof by any Credit Party will (a) violate or conflict with any provision of its organizational documen... | Label: No Conflicts |
adbc5336-a508-4e55-a278-f39423637760 | Clause:
In the event any Party brings an Action to enforce or determine any rights under this Agreement or the Transactions, the Parties agree that the court referred to in Section 11.1 shall, only upon a clear demonstration that one Party is the non-prevailing party in such Action, order the non-prevailing Party to pa... | Label: Expenses |
bc7cab33-97d7-46df-aa3b-d22a18b7fa25 | Clause:
The Company shall (a) by 9:00 a.m. (New York City time) on the date hereof, issue a press release disclosing the material terms of the transactions contemplated hereby, and (b) file a Current Report on Form 8-K, including the Transaction Documents as exhibits thereto, with the Commission within the time require... | Label: Publicity |
27406cd3-2cbb-491e-a170-979654de2876 | Clause:
In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages, the Investor and the Company will be entitled to specific performance under this Agreement against any other parties Signatory hereto. The Parties agree that monetary damages may not be adequa... | Label: Remedies |
991120a0-43c5-438c-aa10-e527f69e30d0 | Clause:
Notwithstanding any provision to the contrary in this Agreement, the Company’s obligation to pay or provide the Executive with the payments and benefits under Sections 4.4.2 and 4.4.3 (other than the Amounts and Benefits), and any distributions with respect to the restricted stock and stock options under Sectio... | Label: Releases |
c7127f17-c0ef-4440-8575-f364c191d61f | Clause:
To its actual knowledge after due inquiry, NuLeaf Cultivation has complied with any and all laws and regulations concerning its organization, existence and the transaction of its business. Subject to Section 3.4, NuLeaf Cultivation has the right and power to own, construct and operate the MME Cultivation Facili... | Label: Authority |
b433e83f-7f57-424e-b0b3-01ffea8de754 | Clause:
This Bill of Sale shall be governed by and construed and enforced in accordance with the laws of the Commonwealth of Pennsylvania applicable to contracts made in that state, without giving effect to the conflict of laws principles thereof.
Task: Classify this clause into ONE of these types (exactly one label):... | Label: Governing Laws |
d4fe65ee-9d5e-4995-8dd7-ca8c0a1cce50 | Clause:
The Company has filed all reports required to be filed by it under the Securities Act and the Exchange Act since March 27, 2014, including pursuant to Sections 13(a) or 15(d) of the Exchange Act, or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration ... | Label: Financial Statements |
d2c7fdba-e95b-439e-b23b-d17e988f6302 | Clause:
The Borrower agrees to pay to KeyBank, the Agent and Lead Arrangers for their own account certain fees for services rendered or to be rendered in connection with the Loans as provided pursuant to that certain fee letter dated as of November 14, 2016, among the Borrower, KeyBank and the Lead Arrangers (the “ Agr... | Label: Fees |
568504bd-a3b6-4cc5-9124-ac5d1306814a | Clause:
Except for transactions contemplated by the Transaction Documents or as otherwise approved by the Board (including a majority of the independent directors then on the Board, if any), the Company shall not, and shall cause its Subsidiaries not to enter into any transaction with any director, officer, employee or... | Label: Transactions With Affiliates |
5396b836-7b15-4aeb-a503-5241eb92bf4e | Clause:
As of the Effective Date, there is no Proceeding or claim pending or, to the Knowledge of Parents, threatened in writing, to which either Parent or either Merger Sub is a party, in any such case at law or in equity before any Governmental Authority or arbitral body, against or affecting either Parent or either ... | Label: Litigations |
fe425b5c-9f74-4dc7-919c-cd9eddffddc3 | Clause:
Without limitation on the terms of the Loan Documents, Borrower agrees to reimburse Lender for all its cost and expense (including reasonable attorney’ fees and expenses) incurred in connection with this Amendment. Lender, at its discretion, is authorized (i) to charge said fees, costs and expenses to Borrower’... | Label: Expenses |
c9b1cbf9-032e-4b48-9fae-783f569c0ea8 | Clause:
Executive shall receive a base salary during the Term of $550,000 per annum (such base salary, as it may be increased from time to time, the “ Base Salary ”), which amount may be increased (but not decreased) at the discretion of the Committee. The Base Salary shall be paid to Executive by the Company in accord... | Label: Base Salary |
b6aa11bb-455b-413a-82a6-fa28a412a49a | Clause:
All representations, warranties, covenants, and agreements herein contained shall inure to the benefit of and be obligatory upon all successors of the respective parties hereto, whether through merger, acquisition or purchase of assets substantially equivalent to an acquisition, and, subject to Sections 4.01(b... | Label: Successors |
fe21ad13-51e9-40f8-8e85-c990d6a9fc90 | Clause:
(a) Interest and fees payable pursuant hereto shall be calculated on the basis of a 360-day year for the actual days elapsed, except that, with respect to ABR Loans, the interest thereon shall be calculated on the basis of a 365- (or 366-, as the case may be) day year for the actual days elapsed. The Administra... | Label: Fees |
f4f1d530-0e96-4afa-b555-d9cc29ff7313 | Clause:
This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, as applied to contracts between Delaware residents entered into and to be performed entirely within such state without giving effect to the principles of conflicts of choice of laws of such state... | Label: Governing Laws |
8ecb1f9d-5f14-4bbb-a7a7-53d937c375a5 | Clause:
The representations and warranties made by the Company contained in this Agreement, and made by or on behalf of any of the Investors pursuant to this Agreement, shall survive for a period of 18 months following the applicable Closing Date, regardless of any investigation made at any time by or on behalf of the ... | Label: Survival |
31e1dddd-b15c-4aeb-b334-e280dd614334 | Clause:
If either Party commits a material breach or violation of any material provision of this Agreement, and such breach or violation is not cured within sixty (60) days after receiving written notice thereof from the other Party, the non-breaching Party may, at its option, terminate this Agreement by written notice... | Label: Terminations |
43bf09e0-fc79-4c1e-bd73-eaee80d1369e | Clause:
In signing below, Employee expressly acknowledges the enforceability, and continued effectiveness of Sections 8 , 9 and 11 of the Employment Agreement and promises to abide by those terms of the Employment Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreement... | Label: Further Assurances |
f59daab8-167c-4b6d-ae04-4a53abd426a9 | Clause:
The Plan, the Notice of Grant, and the Stock Option Agreement are incorporated herein by reference. This Agreement, the Plan, the Notice of Grant, the Stock Option Agreement, and the Investment Representation Statement constitute the entire agreement of the parties and supersede in their entirety all prior unde... | Label: Entire Agreements |
f1b8bd3f-c2e2-4884-bcff-a94ee204ae5b | Clause:
This Agreement may be executed in any number of counterparts and by different 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 ... | Label: Counterparts |
2b8daa62-eb91-40fb-80eb-954842dc51c3 | Clause:
HP or other payor may withhold from a benefit payment under the Plan or a Participant's wages any federal, state, or local taxes required by law to be withheld with respect to a payment or accrual under the Plan, and shall report such payments and other Plan-related information to the appropriate governmental a... | Label: Taxes |
b6b8e705-3e40-461e-ae13-7312d2adefa0 | Clause:
If any provision of this Agreement or the application of any provision hereof to any person or circumstances is held invalid, unenforceable or otherwise illegal, the remainder of this Agreement and the application of such provision to any other person or circumstances shall not be affected, and the provisions s... | Label: Severability |
dee71b2f-f73c-4334-be1a-36147cc69d50 | Clause:
At the expense of the Company, the Manager shall maintain or cause to be maintained the books, records and accounts of all operations and expenditures (collectively, the “ Records ”) of the Company.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Ant... | Label: Records |
266cc32f-18c2-4f8b-905c-7b4fccc1356d | Clause:
By acceptance of the benefits of the Security Documents, each Secured Party shall be deemed irrevocably (i) to consent to the appointment of the Collateral Agent as its agent hereunder and under the Security Documents, (ii) to confirm that the Collateral Agent shall have the authority to act as the exclusive ag... | Label: Consents |
b13b7edf-cf67-4748-bc8f-a7a9118a3658 | Clause:
Each Group Member has filed or caused to be filed all material Tax returns that are required to be filed within the time periods required by applicable law and has paid all material Taxes whether or not shown on such Tax return (other than any Taxes the amounts or validity of which are currently being contested... | Label: Taxes |
fa0707d0-2a26-4a30-b692-3ae5992cd639 | Clause:
Notwithstanding the provisions of Section 2 of this Agreement, if any Shares which have not previously vested at the time of a Change in Control are not assumed or otherwise continued in effect by the surviving company or are not replaced by the surviving company with an economically equivalent award in connect... | Label: Change In Control |
ce4b83cb-099f-4842-bc11-d47e1c4adf33 | Clause:
This Agreement may be executed in two or more counterparts any one of which need not contain the signature of more than one party, but all such counterparts together will constitute one and the same Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amen... | Label: Counterparts |
4541d248-b897-4ba1-87ce-242d093da2e7 | Clause:
None of Buyer or any of its Affiliates has any liability or obligation to pay fees or commissions to any broker, finder or agent with respect to the transactions contemplated by this Agreement for which Seller or its Affiliates would reasonably be expected to become liable or obliged.
Task: Classify this claus... | Label: Brokers |
b76e47ff-8e2a-4ae1-b9e6-711977f0b1c6 | Clause:
The parties acknowledge that this Agreement is the result of arm’s-length negotiations between sophisticated parties each afforded representation by legal counsel. Each and every provision of this Agreement shall be construed as though both parties participated equally in the drafting of the same, and any rule ... | Label: Construction |
f12f1212-7d6b-4e72-b745-27cf397ad10f | Clause:
Seller is a limited liability company, duly formed and validly existing and in good standing under the laws of the State of California, and has full power and lawful authority under Seller’s organizational documents to enter into and carry out the terms and provisions of this Agreement and to execute and delive... | Label: Authority |
6eae9427-9e5e-42ee-9502-ec41342d91bd | Clause:
Guarantor shall (i) preserve and maintain its legal existence and all of its material rights, privileges, licenses and franchises necessary for the operation of its business; (ii) comply with any applicable Requirement of Law, rules, regulations and orders, whether now in effect or hereafter enacted or promulga... | Label: Compliance With Laws |
b12b306f-38ce-4ee0-9616-1954aeb06d71 | Clause:
Except as preempted by ERISA, the provisions of this Plan shall be construed and interpreted according to the internal laws of the Commonwealth of Massachusetts without regard to its conflicts of laws principles.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, A... | Label: Governing Laws |
c0a53667-bbc8-44c9-8735-a532eae07ec7 | Clause:
In the event of the termination of this Agreement pursuant to this Article IX , the Party terminating this Agreement shall give prompt written notice thereof to the other Parties, and the transactions contemplated hereby as they relate to MPT shall be abandoned, without further action by any Party. Each filing,... | Label: Notices |
851951e2-f578-4971-8a2d-eb91289dab88 | Clause:
Notwithstanding any other provision of the Notice or these Terms and Conditions to the contrary, if before the Third Vesting Date you have a Separation from Service due to your having incurred a Disability, then all remaining Forfeiture Restrictions then applicable to the RSUs shall immediately lapse on, and pa... | Label: Disability |
72bc1dfe-c25e-49a3-96bd-c3e2692768c7 | Clause:
This Agreement and any matter relating to the Performance Stock Units will be construed, administered and governed in all respects under and by the applicable laws of the State of Minnesota, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of t... | Label: Governing Laws |
0cd4aa4f-36b0-4bec-9a23-0cbfcfc44699 | Clause:
On and subject to the terms and conditions of this Agreement, at the Closing (as defined below), the Buyer shall purchase, as applicable, from: (i) the Seller and the Seller shall sell, transfer and assign, convey and deliver to the Buyer, the Seller Membership Interests and/or (ii) the Company and the Company ... | Label: Sales |
1a9c2b3a-cc1e-46c1-8fe9-ec3dfa56afa0 | Clause:
Counterparty shall indemnify and hold harmless MUFG and any of its affiliates, directors, officers, employees, partners, controlling entities or agents (each, an “ Indemnified Party ”) from and against any and all claims, losses, damages and liabilities (including, without limitation, any legal or other expense... | Label: Indemnity |
3a57b151-9820-44fe-a54c-75cec2c6bfbc | Clause:
If, as a result of Executive’s incapacity due to physical or mental illness (“ Disability ”), Executive shall be unable to substantially perform Executive’s duties with the Company for a period of four (4) consecutive months and, within thirty (30) days after written notice of a pending termination for Disabili... | Label: Disability |
b731348a-77f3-4fc1-9368-019d135f1b1f | Clause:
If, at the time of the receipt of a notice of the commencement of a Proceeding pursuant to Section 8(a) above, the Company has director and officer liability insurance in effect, the Company shall give prompt notice of the commencement of such Proceeding to the issuers in accordance with the procedures set fort... | Label: Insurances |
a3cf2d68-2f5d-4a0d-8d39-3ea83743e01b | Clause:
All communications and notices hereunder shall (except as otherwise expressly permitted herein) be in writing and given as provided in Section 9.01 of the Credit Agreement. All communications and notices hereunder to any Subsidiary Loan Party shall be given to it in care of the Company, with such notice to be g... | Label: Notices |
4e8069e1-1ac3-4a68-81fa-79ed324df000 | Clause:
The Employee’s employment by the Employer pursuant to this Agreement is for the period commencing on the Commencement Date and ending thirty-six (36) months thereafter or on such earlier date as is determined in accordance with Sections 10 and 12 of this Agreement or such later date as provided herein.
Task: C... | Label: Terms |
a57a9939-bbf9-44e5-b4b4-1d6c95e67b18 | Clause:
As of the Closing Date, there are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of a Senior Officer of the Borrower, threatened against the Borrower or any of its Subsidiaries (i) which could reasonably be expected to result in a Mate... | Label: Litigations |
10d19cab-216a-4ce4-ba18-d8bbde51297b | Clause:
This Agreement becomes effective upon the commencement of your employment at the job site within the United States of America.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments,... | Label: Effective Dates |
3e2b34ff-0ebb-4dbd-880f-9da1a8840e37 | Clause:
California law governs this Agreement without regard to principles of conflicts of law. Debtors and Flex each submit to the exclusive jurisdiction of the State and Federal courts in Los Angeles County, California; provided, however, that nothing in this Agreement shall be deemed to operate to preclude Flex from... | Label: Governing Laws |
a851dd45-43bd-414d-a3d4-d90c4b211f53 | Clause:
Notice of any special meeting of the Board of Trustees shall be delivered personally or by telephone, electronic transmission, facsimile transmission, United States mail or courier to each Trustee at his or her business or residence address. Notice by personal delivery, telephone, electronic transmission or fa... | Label: Notices |
ad473d00-2d8d-4b47-ae06-e0b850529ad0 | Clause:
The Lenders agree to indemnify the Agent (to the extent not reimbursed by the Borrower and without limiting its obligation to do so), ratably according to the respective principal amounts of the Advances then owed to each of them (or if no Advances are at the time outstanding, ratably according to the respectiv... | Label: Indemnifications |
97b372fe-3ca3-47d9-8ebe-3357ac7a3477 | Clause:
Headings contained in this Note are for reference purposes only and shall not affect in any way the meaning or interpretation of this Note.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration,... | Label: Headings |
89dc5a05-ba17-4819-9934-39b7452bc884 | Clause:
This Assignment constitutes the entire and final agreement between the parties with respect to the subject matter hereof and may not be changed, terminated or otherwise varied except by writing duly executed by the parties.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Ag... | Label: Entire Agreements |
67b14301-36bf-4bf7-99b9-b1a83b77f6fa | Clause:
Notwithstanding any provision herein to the contrary, prior to the payment of any Severance Payments and the reimbursement of health benefit premiums during the Change of Control Severance Benefit Period, Employee shall have executed, and not revoked, a Release of Claims. Any payments subject to a Release of Cl... | Label: Releases |
8dc24b9b-f9ab-4604-b614-4382f7a453c4 | Clause:
U.S. Stem Cell and the Key Persons agree and declare that it is impossible to measure in monetary terms the damages that may accrue to U.S. Stem Cell and the Key Persons by reason of the breach of the obligations of this Agreement and that any breach of this Agreement shall cause the Company irreparable injury.... | Label: Enforcements |
8409e61a-4a5c-46df-affc-e04e44e13286 | Clause:
Any Party may deliver executed signature pages to this Amendment by facsimile transmission to the other Parties, which facsimile copy shall be deemed to be an original executed signature page. This Amendment may be executed in one or more counterparts, each of which will be deemed an original, but all of whic... | Label: Counterparts |
15e7f7d0-bbe7-4741-97f4-bbf22ec2a2e8 | Clause:
In accordance with the directions of the Company’s Board of Directors, the Company shall use the proceeds from the sale of the Preferred Shares in accordance with Schedule 1.2 annexed hereto, other general corporate purposes.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, ... | Label: Use Of Proceeds |
e6b7b4a7-1c94-4ec4-be2f-a19412c98a24 | Clause:
All notices, demands and other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given when personally delivered to the Company or received by electronic mail as provided below. Such notices, demands and other comm... | Label: Notices |
36ded8e2-c50d-4dbc-b00d-9c13f79a58df | Clause:
This Plan shall be regulated, construed and administered under the laws of the State of North Carolina, except where preempted by federal law.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitrati... | Label: Governing Laws |
ec4020af-0f0f-453c-bfa8-8bc2183f8efe | Clause:
The capitalization of the Company is as set forth on Schedule 3.1(g) , which Schedule 3.1(g) shall also include the number of shares of Common Stock owned beneficially, and of record, by Affiliates of the Company as of the date hereof and shall include a schedule of shares of Common Stock available for reservat... | Label: Capitalization |
bd6db2f4-0de2-4c98-8b5f-35e324bf0bca | Clause:
In view of the foregoing, the Executive acknowledges and agrees that it is reasonable and necessary for the protection of the good will, business, trade secrets, confidential information and Proprietary Information of the Company that he makes the covenants in this Section 8 and that the Company will suffer irr... | Label: Enforcements |
ac2a4a8b-9d61-486f-91db-9611ad6392db | Clause:
SNH TRS may assign this Agreement to any Affiliate (but only as such term is defined in Section 1.04(i) or (iii)) of SNH TRS without Manager’s consent. Manager shall not assign or transfer its interest in this Agreement without the prior written consent of SNH TRS which may be withheld in SNH TRS’s sole and abs... | Label: Assignments |
25070166-86af-4daa-91aa-3dfd1685aa9e | Clause:
None of the Seller nor any of the Acquired Companies is a party to or subject of any, and there are no pending or, to the Knowledge of Seller, threatened, legal, administrative, arbitral or other proceedings, claims, actions or governmental or regulatory investigations of any nature against Seller or the Acquir... | Label: Litigations |
af33a92c-bca1-4651-8548-73fec40f421c | Clause:
You agree not to disclose, distribute, publish, communicate or in any way cause to be disclosed, distributed, published, or communicated in any way or at any time, Confidential Information (as defined herein), or any part of Confidential Information, to any person, firm, corporation, association, or any other o... | Label: Confidentiality |
8de3f1ea-2f04-4f6e-b2a2-601e7a738c4a | Clause:
The Lenders shall have received the financial statements and other financial information described in Section 3.1.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Au... | Label: Financial Statements |
609f887b-724d-4da1-b9bf-43e58d98ee09 | Clause:
Executive recognizes that during the course of her employment, she will be exposed to information or ideas of a confidential or proprietary nature that pertain to Company’s business, financial, legal, marketing, administrative, personnel, technical or other functions or which constitute trade secrets (including... | Label: Confidentiality |
3bfd8b90-50dd-4b1c-a385-0261d631ad07 | Clause:
(a) Sell or transfer any property or assets to, or purchase or acquire any property or assets from, or otherwise engage in any other transaction with, any of its Affiliates (other than the Parent, and the Subsidiaries or any person that becomes a Subsidiary as a result of such transaction) in a transaction (or ... | Label: Transactions With Affiliates |
9e748dcb-f8e9-4534-b49a-45c9f58b659d | Clause:
This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument and either of the parties hereto may execute this Agreement by signing any such counterpart.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments... | Label: Counterparts |
a7d2a55d-279b-4dc5-b6b9-f8a7d8b2cb0a | Clause:
All notices to Mortgagor and to Mortgagee shall be deemed to be duly given if and when mailed, with postage prepaid, to the respective addresses of Mortgagor and Mortgagee appearing on the first page hereof, or if and when delivered personally.
Task: Classify this clause into ONE of these types (exactly one la... | Label: Notices |
64686f3c-3242-4d9e-bfbc-400d3b2bd18e | Clause:
This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts without regard to conflict of law principles.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Ap... | Label: Governing Laws |
a71e1cda-ad0f-4780-9e45-0553e0a4d04a | Clause:
For purposes of this Section 3.01 , the term “Lender” includes any L/C Issuer and the term "applicable law" includes FATCA.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, As... | Label: Terms |
098c12ec-3ebb-4cd7-8f51-25055b5cbdce | Clause:
LENDER AND CREDIT PARTIES, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE, IRREVOCABLY, THE RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY LEGAL PROCEEDING BASED HEREON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, THE REVOLVI... | Label: Waiver Of Jury Trials |
dea2671f-d576-4dfa-b006-fed864126d49 | Clause:
This Agreement may be executed in any number of counterparts, each of which shall be deemed an original but all such counterparts shall together constitute one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption L... | Label: Counterparts |
3ce5dff0-68ea-4503-8b9d-5ba360e6d384 | Clause:
Except as set forth in Section 2.11 of the Disclosure Schedules, since December 31, 2014, (a) the Company and each Company Subsidiary and, to the Knowledge of the Company, with respect thereto each director, officer, employee and representative of the Company and the Company Subsidiaries, in their capacities as... | Label: Compliance With Laws |
ba419e7d-e41a-4526-a673-25993d8e3b38 | Clause:
Each Debtor warrants that: (a) no financing statement (other than any that may have been filed on behalf of the Collateral Agent or in connection with Permitted Liens) covering any of the Collateral is on file in any public office; (b) such Debtor is the lawful owner, lessee or licensee (as applicable) of all o... | Label: Warranties |
c147dd73-beb0-439e-9953-7c54a52ad7c0 | Clause:
Upon a Change in Control as defined in the Plan, the Units (to the extent not previously forfeited) shall become immediately and fully vested and shall convert to shares of Common Stock on the date of the Change in Control.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Ag... | Label: Change In Control |
17ed942b-2ca6-422f-8add-2b65e0dcf838 | Clause:
Chaouch agrees not to disclose the contents of the provisions of this Agreement, its terms or conditions or the circumstances that resulted in or followed Chaouch's separation from employment, to any party, excluding immediate family, except as required by law or as is reasonably necessary for purposes of secur... | Label: Non-Disparagement |
670dda37-7d25-4b7f-803a-d7ac7e0421e1 | Clause:
The Company hereby guarantees that payments hereunder will be paid to the Administrative Agent without set-off or counterclaim in dollars or the applicable Agreed Currency in accordance with Section 2.18.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendment... | Label: Payments |
a6afe6b6-7fc4-4813-8a6d-bf67a1d6e1fc | Clause:
Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) the Company and each Company Subsidiary owns or otherwise has the right to use, all intellectual property rights, including all trademarks, trade dress, trade names, service marks, domain... | Label: Intellectual Property |
80ab2f9a-6e78-4174-834f-51da6928a507 | Clause:
The Committee may modify, extend or renew outstanding Options and authorize the grant of new Options in substitution therefor, provided that any such action may not, without the written consent of a Participant, impair any of such Participant’s rights under any Option previously granted. Subject to Section 18, ... | Label: Modifications |
048be733-26aa-4a85-b80b-003edb4ff4fc | Clause:
This Series B Note may not be amended, modified, or changed, except only by an instrument in writing signed by the Company and the Holder.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, ... | Label: Amendments |
f279b0aa-51f9-4f3b-94ee-74df550f600e | Clause:
The Company shall (a) by 9:00 a.m. (New York City time) on the Business Day immediately following the date hereof, issue a press release disclosing the material terms of the transactions contemplated hereby in the form approved by the Parties prior to the Closing and (b) file a Current Report on Form 8-K with t... | Label: Publicity |
4f517c97-5f59-4fc6-9b2f-6dbe18d49573 | Clause:
As of the Effective Date, the Borrower and the Subsidiaries, on a consolidated basis, are, and after giving effect to the transactions to occur on the Effective Date (including, without limitation, the initial public offering of the Parent, the initial disbursements to be made under this Agreement and the use o... | Label: Solvency |
3e213c02-5c3e-4a95-be83-994ac449d5f9 | Clause:
All warranties and representations made by NFC or the Company in this Agreement or in any of the instruments or documents delivered pursuant to this Agreement regardless of any investigation made shall be considered to have been relied upon by the other parties hereto and shall survive the delivery of any instr... | Label: Survival |
d7ae1c76-efd8-4d60-8878-58e3a626558a | Clause:
You will be employed in the position of Chief Executive Officer of SWM, reporting directly to the SWM Board of Directors. Effective May 5, 2017, you will be the sole Chief Executive Officer of SWM.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti... | Label: Positions |
3230ae8e-ff17-4bff-be20-2202c45a365d | Clause:
The section and subsection headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. No provision of this Agreement will be interpreted in favor of, or against, either of the parties to this Agreement by reason of the e... | Label: Counterparts |
f4a5f60c-efea-4f58-9245-b6346e79bc2c | Clause:
Upon settlement of the RSUs, or as of any other date on which the value of any RSUs otherwise becomes includible in the Participant’s gross income for tax purposes, any taxes of any kind required by law to be withheld with respect to such RSUs shall be satisfied by the Company withholding shares of Common Stock... | Label: Taxes |
96441d75-4423-49ed-b26a-d9e372b9ac15 | Clause:
Neither the execution, delivery or performance by such Purchaser of the Transaction Documents to which it is or shall be a party, nor the consummation by such Purchaser of the Contemplated Transactions herein or therein, does or shall violate, conflict with, breach or constitute a default under, or shall violat... | Label: No Conflicts |
c6bf6c70-a7d6-4ca6-84ec-fc76c0c86d3f | Clause:
This Guaranty Agreement, each Joinder Agreement and the terms, covenants and conditions hereof and thereof, shall be binding upon and inure to the benefit of the parties hereto and thereto, and to their respective heirs, legal representatives, successors and assigns; provided , however , that no Guarantor shall... | Label: Assignments |
d79d8414-4103-4dee-8351-7a622a9fe2bf | Clause:
Supplier shall maintain a complete list of all molds, mandrels and tooling in its possession that are used to produce the Products. A report of molds, mandrels and tooling condition, maintenance, and usage history shall be submitted to Sientra, upon written request of Sientra from time to time, during the Term.... | Label: Records |
5844d84c-3e5e-4d9e-8a5a-7298da930c80 | Clause:
The term of this Agreement shall have a term of six (6) months, commencing as of the Effective Date of this Agreement (the “Term” ).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assign... | Label: Terms |
43a1ca4f-76f0-4359-915f-f40a9782cf42 | Clause:
The Parent will, and will cause each Subsidiary to, pay when due all material Taxes required to be paid by it, except those which are being contested in good faith by appropriate proceedings and with respect to which adequate reserves have been set aside or nonpayment of which would not reasonably be expected t... | Label: Taxes |
b1b18079-baf0-423d-8214-b94171ebcfdd | Clause:
No determination by any court, governmental body or otherwise that any provision of this Eleventh Amendment or any amendment hereof is invalid or unenforceable in any instance shall affect the validity or enforceability of (i) any other such provision or (ii) such provision in any circumstance not controlled by... | Label: Severability |
6d880763-0fba-4431-96b9-80c83b5e840b | Clause:
No amendment or waiver of any provision of this Agreement, the Notes, or any other Credit Document nor any consent to any departure by the Borrower therefrom, shall in any event be effective unless the same shall be in writing and signed by the Majority Lenders and the Borrower, and then such waiver or consent ... | Label: Amendments |
11c1886a-5fa8-4dc0-8f1b-1abee36e123d | Clause:
Consultant’s obligations under Section 5 and Sections 7 through 11 of this Consulting Agreement, including all subparts, shall survive any termination or expiration of this Consulting Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Co... | Label: Survival |
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