id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
63a80cdd-ed57-4123-a158-fee5c68e47e9 | Clause:
Any legal action or proceeding with respect to this Agreement shall be brought in the courts of the State of New Jersey or of the United States of America for the District of New Jersey. By execution and delivery of this Agreement, each of the parties hereto accepts for itself and in respect of its property, ge... | Label: Jurisdictions |
3d66610e-1b6f-4cbc-95c3-6e080e37772e | Clause:
Section 7 (Cooperation), Section 8 (Confidentiality; Non-Solicitation), Section 9 (Non-Disparagement), Section 10 (Protected Rights), and Section 12 (Independent Contractor) hereof shall survive any termination of this Agreement and shall continue in effect.
Task: Classify this clause into ONE of these types (... | Label: Survival |
57b09d2c-8b45-45d5-8da5-dd43891e7602 | Clause:
No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by the Executive, the Corporation and the Employer. No waiver by any party hereto at any time of any breach by any other party hereto of, or compliance with, any ... | Label: Miscellaneous |
adfcd852-e919-4416-a9e3-d364334f2ec0 | Clause:
Except as (and to the extent) set forth on Schedule 8.09 , (a) each of the Credit Parties and each of their respective Subsidiaries has timely filed or caused to be timely filed with the appropriate taxing authority all federal and other material returns, statements, forms and reports for taxes (the “ Returns ”... | Label: Payments |
feb3cda3-471c-4ecd-a822-389d7231a6a8 | Clause:
The agreements in this Section shall survive the resignation of the Administrative Agent, the L/C Issuer, the Swing Line Lender, the Alternative Currency Fronting Lender, the replacement of any Lender, the termination of the Aggregate Revolving Commitments and the repayment, satisfaction or discharge of all the... | Label: Survival |
7e114757-3526-49c8-b1e7-fb6f1101c0cc | Clause:
Each Borrower will, and will cause each of its Subsidiaries to, comply with all applicable Laws, except to the extent failure to so comply could not, individually or in the aggregate for all such failures, reasonably be expected to have a Material Adverse Effect.
Task: Classify this clause into ONE of these ty... | Label: Compliance With Laws |
83bb3b21-b7f5-4761-bb1a-cd390e345f4f | Clause:
The SEC Reports include a true and complete list of each of the Subsidiaries and their respective jurisdictions of organization. Except as set forth on Schedule 3.2 , the Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and ... | Label: Subsidiaries |
ae5055a0-5c9c-4273-82ac-65726c00e89d | Clause:
This Agreement, including Exhibit A, constitutes the full and entire understanding and agreement of the parties with regard to the subjects hereof and supersedes in its entirety all other or prior or contemporaneous agreements, whether oral or written, with respect thereto.
Task: Classify this clause into ONE ... | Label: Entire Agreements |
9c351f35-5428-443e-94d0-7e7e364c3b71 | Clause:
This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without any effect whatsoever on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the Closing has not been consummated on or before February 14, 2017; ... | Label: Terminations |
7be30b0a-e40e-4ddb-b89a-82929bd922e4 | Clause:
During the Term, the Bank agrees to pay the Employee a base salary (the “ Base Salary ”) as follows: (i) for the period beginning on the Effective Date and continuing through December 31, 2017, the Base Salary shall be $475,000 per year, and (ii) for the period beginning on January 1, 2018 through the end of th... | Label: Base Salary |
44756c5d-5ea5-484f-9365-318484a96093 | Clause:
Mortgagee may institute an action for specific performance of any covenant contained herein or in aid of the execution of any power herein granted.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbi... | Label: Specific Performance |
83855a05-8d19-4b70-b064-695b00f0da5e | Clause:
All news releases, publicity or advertising by Borrower or its Affiliates through any media intended to reach the general public which refers to the Loan Documents or the financing evidenced by the Loan Documents, to Lender, any placement agents or any of their Affiliates (with respect to the Loan and any Secur... | Label: Publicity |
87f42ba0-4f52-438f-afab-1a095a99330e | Clause:
This Agreement and Release supersedes the Severance Agreement and the Original Agreement (except for paragraphs 4 and 5 of the Severance Agreement which shall remain in full force and effect), contains the entire agreement between the parties, and may be modified only in a writing executed in the same manner as... | Label: Entire Agreements |
36838a2c-89c4-4bca-83d3-f585278d5300 | Clause:
Each party's obligations under this Section 12.04 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, any Credit Party, the termination of the Commitments and the repayment, satisfaction or discharge of all the Obligations and the Colle... | Label: Survival |
93c0b5f5-1737-4672-b694-22ccde2a5ba8 | Clause:
The Company hereby represents and warrants to the Holder that the Company’s representations and warranties as set forth in Section 3.1 and as set forth in covenants listed in Article IV of the Securities Purchase Agreement, dated as of [ ] (the “ Purchase Agreement ”), together with any updates in the Company’s... | Label: Warranties |
93bb5001-7940-4cbb-b67e-7000b9129210 | Clause:
Each of the Loan Parties represents and warrants to the Administrative Agent and the Lenders that, by its execution and delivery hereof to the Administrative Agent, after giving effect to this Amendment: (i) the representations and warranties of the Loan Parties contained in Article 6 of the Credit Agreement sh... | Label: Representations |
8f814119-0ef4-42dc-a9dd-22c1a7b8203c | Clause:
Section headings contained in this Escrow Agreement have been inserted for convenience of reference only and shall not affect in any way the meaning or interpretation of this Escrow Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corr... | Label: Headings |
f0860945-bc63-4464-a155-80020387b78b | Clause:
The Company shall file a Current Report on Form 8-K, including a copy of this Note as an exhibit thereto, with the SEC within the time required by the 1934 Act. From and after the filing of such Form 8-K, the Company represents to the Holder that it shall have publicly disclosed all material, non-public informa... | Label: Publicity |
593e1f62-83e5-4965-b2c5-f2978f375108 | Clause:
Both Landlord and Tenant have been represented by counsel and this Master Lease has been freely and fairly negotiated. Consequently, all provisions of this Master Lease shall be interpreted according to their fair meaning and shall not be strictly construed against any Party.
Task: Classify this clause into ON... | Label: Interpretations |
70637c45-076f-46a4-b74d-e4b47e4bc0a9 | Clause:
This Agreement and the Registration Rights Agreement supersede all other prior oral or written agreements between the Buyer, the Company, their affiliates and persons acting on their behalf with respect to the matters discussed herein, and this Agreement, the other Transaction Documents and the instruments refe... | Label: Entire Agreements |
bb86acdd-ca24-4d1c-b992-d16c04ce068d | Clause:
The Employer may at any time amend, suspend or reinstate any or all of the provisions of the Plan, except that no such amendment. suspension or reinstatement may adversely affect the Eligible Employee’s benefit under the Plan as it existed as of the day before the effective date of such amendment, suspension or... | Label: Amendments |
123d0e11-1df3-4546-80a5-763e8d8d9370 | Clause:
The Parties hereby acknowledge and agree that this agreement may not be assigned, in whole or in part, by any Party without the prior written consent of all other Parties.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicab... | Label: Assignments |
f61e0cba-dbf0-4662-ad41-75c9c44beaf8 | Clause:
LICENSEE may assign its license under this Agreement, license or sub-license any of the Licensed Materials and Intellectual Property, or any other rights granted under this Agreement, while this Agreement is in effect. LICENSOR shall be consulted 30 days prior to any assignment or sub-license any of the License... | Label: Assignments |
4babc466-ec53-4a1f-a921-f98e01fae2ac | Clause:
Seller is in compliance with all laws applicable to the Business, except where the failure to be in compliance would not have a material adverse effect on the Purchased Assets or the Business. Seller has not received any unresolved written notice of or been charged with the violation of any laws applicable to t... | Label: Compliance With Laws |
83610a70-c0f3-47ac-95e0-c50433ff253a | Clause:
This Agreement may be terminated by any Holder, as to the Holder’s obligations hereunder only and without any effect whatsoever on the obligations between the Company and the other Holder, by written notice to the other parties, if the Closing has not been consummated on or before May __, 2017; provided , howev... | Label: Terminations |
91896b53-f0af-4b0c-93f6-916e1a6591fb | Clause:
(a) Except to the extent that this Agreement expressly provides for payments to be allocated to a particular Lender or to the Lenders under a particular Facility, if any Lender (a “ Benefitted Lender ”) shall, at any time after the Loans and other amounts payable hereunder shall immediately become due and payab... | Label: Adjustments |
e92da232-f4ac-4358-b493-479071b2638e | Clause:
The Administrative Agent shall have received a Notice of Borrowing, Letter of Credit Application, or Notice of Conversion/Continuation, as applicable, from the Borrower in accordance with Section 2.3(a) , Section 3.2 , Section 4.2 , or Section 5.2 , as applicable.
Task: Classify this clause into ONE of these t... | Label: Notices |
0263a605-4746-4e8d-a164-c0fe75d30f20 | Clause:
Except as otherwise expressly provided herein (including Section 2.02(c)(viii), Section 4.08, Section 5.04 and Section 5.05), each party hereto shall bear its own costs and expenses (including attorneys’ fees) incurred in connection with this Agreement and the Transactions.
Task: Classify this clause into ONE ... | Label: Expenses |
57e51976-39c1-4153-8a6e-2c4f537f436b | Clause:
EACH OF THE PARTIES HERETO CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE STATE OF FLORIDA AND IRREVOCABLY AGREES THAT ALL ACTIONS OR PROCEEDINGS RELATING TO THIS AGREEMENT, THE ACQUISITION OR THE OTHER TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT MAY BE LITIGATED IN SUCH COURTS. E... | Label: Consent To Jurisdiction |
6a923f91-2359-49b6-9705-557cb00690f6 | Clause:
The Parties agree that this Agreement is the product of negotiations between sophisticated parties, both of whom were represented by counsel, and each of whom had an opportunity to participate in and did participate in, the drafting of each provision hereof. Accordingly, this Agreement shall be construed as if ... | Label: Construction |
edf2fb1d-c369-43ad-b233-e2f3c6cba9c5 | Clause:
Any amounts payable to Aron under this Section 14 or otherwise under this Agreement if not paid upon demand shall bear interest from the date of such demand until paid in full, at the rate of interest set forth in Section 10.6 of the S&O Agreement.
Task: Classify this clause into ONE of these types (exactly o... | Label: Interests |
41562e2f-5dcd-4f79-8781-9efd0765430e | Clause:
The failure of a Party hereto at any time or times to require performance of any provision hereof shall in no manner affect its right at a later time to enforce the same. No waiver by a Party of any condition or of any breach of any term, covenant, representation or warranty contained in this Agreement shall be... | Label: Waivers |
a549d732-24ec-4f87-a45d-937a4fc6699f | Clause:
Except for the representations and warranties set forth in Article III and this Article IV and any Transaction Document, neither the Company nor any other Person makes any express or implied representation or warranty with respect to the Company, JV, Newco, their respective Subsidiaries or the Healthcare Portfo... | Label: Warranties |
00570018-0d0f-498c-a0fa-b5e42297de82 | Clause:
This Agreement and any certificate attached hereto or delivered in accordance with the terms hereof by or on behalf of OCLL in connection with the transactions contemplated by this Agreement, when taken together, do not contain any untrue statement of a material fact or omit to state any material fact necessary... | Label: Disclosures |
5d998e3a-4571-4466-ab5e-c58874a47517 | Clause:
The institution of any litigation, arbitration proceeding or governmental proceeding on the Borrower, the Servicer, the Performance Guarantor, the Transferor, or any Originator, which with respect to any Person other than the Borrower, could reasonably be expected to have a Material Adverse Effect.
Task: Class... | Label: Litigations |
bb56b0a1-665f-42ce-91eb-be45a3c4b21c | Clause:
All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed duly given and received (a) when delivered by hand and receipted for by the party addressee, (b) when delivered by nationally recognized courier service, or (c) on the fifth day after being maile... | Label: Notices |
d836993f-7c0f-4e77-aae9-bb3d3d39105e | Clause:
Each party acknowledges and agrees that any controversy which may arise under this Agreement is likely to involve complicated and difficult issues and, therefore, each such party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or rela... | Label: Waiver Of Jury Trials |
a092875a-9c29-486f-a4f4-bd9c3630a629 | Clause:
Notices to be given hereunder shall be in writing and shall be deemed to have been sufficiently given if delivered personally or sent by overnight delivery service or by facsimile transmission. Notice shall be deemed to have been received on the date of personal delivery or facsimile transmission, or if sent by... | Label: Notices |
a5590c81-caf2-43b8-9faf-5a14f23a16a3 | Clause:
This Agreement sets forth the final and entire agreement of the parties with respect to the subject matter hereof and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by the Company and Executive, or any representative of... | Label: Entire Agreements |
6731d4ea-1205-4aaa-94e1-be2036a8d446 | Clause:
This Agreement shall extend to and be binding upon and inure to the benefit to the parties hereto, their respective heirs, representatives, successors and assigns. This Agreement may not be assigned by the Executive, but may be assigned by the Corporation to any person or entity that succeeds to the ownership ... | Label: Binding Effects |
64d47fdd-f817-494b-959b-9eb356edf327 | Clause:
Title and risk of loss to Products shall pass from the Company to Aron as Products pass the Products Delivery Point; provided that if Products are delivered from the Refinery into a Specified Lien Location, then title and risk of loss to such Products shall remain with the Company. If Products pass directly fro... | Label: Titles |
ebdd197f-080b-400f-8e54-79141ab72e91 | Clause:
There are no actually known legal actions, suits, arbitration or other legal or administrative proceedings or governmental investigations pending or contemplated which would prevent the enforcement of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreement... | Label: Litigations |
204f00f6-337a-44d2-8de6-7cadf551d0a2 | Clause:
Subject to the terms of Section 2.3(a), the Closing shall be held on the Closing Date not later than the Applicable Closing Deadline by mutually acceptable escrow arrangements. There shall be no requirement that Sellers and Buyer physically attend the Closing, and all funds and documents to be delivered at the ... | Label: Closings |
e1d08997-8be9-4a27-b0fa-93116385f3c6 | Clause:
The purchase and sale of the Shares shall take place at one closing (the “ Closing ”). The Closing of the transaction contemplated by this Agreement shall take place on the date hereof simultaneously with the execution and delivery of this Agreement by all parties hereto (such date, the “ Closing Date ”). Sub... | Label: Closings |
cd4d8d78-c7ff-49dd-bcbb-c61696308a29 | Clause:
This Guaranty shall remain in full force and effect until indefeasible payment in full of the Guarantied Obligations, the cancellation of all Letters of Credit and the other Obligations and the termination or cancellation of the Credit Agreement in accordance with its terms.
Task: Classify this clause into ONE... | Label: Terminations |
3fd286d1-4800-4884-9e5e-26ab0f0546cf | Clause:
Tenant shall not permit mechanic's or other liens to be placed upon the Property, Building, Premises or Tenant's leasehold interest in connection with any work or service done or purportedly done by or for the benefit of Tenant, including without limitation the Tenant Work and any Alteration. If a lien is so pl... | Label: Liens |
22bc3dd4-8ed0-4cf5-9813-9754bfecabf6 | Clause:
The Company shall by 8:30 a.m. (New York City time) (i) on the fourth (4 th ) Business Day after this Agreement has been executed, issue a press release disclosing the material terms of the transactions contemplated hereby and (ii) within four (4) Business Days after this Agreement has been executed, file a Cur... | Label: Publicity |
fa1cbe94-eea9-4ac2-b530-c37a4f5cc5c2 | Clause:
The Award shall vest in equal installments over a five (5) year period, commencing on the Grant Date, at the rate of 20% effective on each of the first through fifth anniversaries of the Grant Date; provided that you have not incurred a Termination of Employment (as defined below) prior to the applicable vestin... | Label: Vesting |
709ce453-bfff-46bf-8618-1669ef83c9ba | Clause:
The Company agrees to indemnify and hold harmless the Purchaser and all of their shareholders, partners, members, officers, directors, employees and direct or indirect investors and any of the foregoing persons’ agents or other representatives (including, without limitation, those retained in connection with th... | Label: Indemnifications |
6fcc016b-364b-47fc-8b38-f5df619f57e3 | Clause:
This Agreement may be executed in one or more counterparts and by the different parties hereto on separate 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):
Adj... | Label: Counterparts |
1d225069-ff21-4216-aa04-a95851550276 | Clause:
IRET and you agree that, if any term of this Agreement shall be determined by a court to be void or unenforceable, the remaining provisions will remain effective and legally binding, and the void or unenforceable term shall be deemed not to be a part of this Agreement.
Task: Classify this clause into ONE of th... | Label: Severability |
879c0253-c497-4162-a92b-7aa269ba6c68 | Clause:
The headings of subdivisions in this Agreement are for convenience of reference only, and shall not govern the interpretation of any of the provisions of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable... | Label: Headings |
2fac7412-f542-4241-8368-a92f75312694 | Clause:
Notwithstanding anything in this Agreement to the contrary, upon termination of employment for any reason, Employee shall be deemed to have resigned as an officer, director, manager and employee of the Company and its Related Entities and shall execute any documents and take any actions to effect the foregoing ... | Label: Releases |
968a2be4-d72d-4c37-ac17-29450aa7daf9 | Clause:
If any provision of this Guaranty Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Guaranty Agreement and the other Loan Documents shall not be affected or impaired thereby and (b) the parties... | Label: Severability |
acd8b040-165a-4b30-846a-26a04b5b9374 | Clause:
Except as disclosed in Schedule 3(f), since January 1, 2016, the Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the 1934 Act (all of the foregoing filed prior to the date hereof and all exhibits in... | Label: Financial Statements |
75c1da67-e3cb-4588-aef2-0458a9616bfc | Clause:
With respect to Performance Shares granted prior to July 19, 2017, in the event of a Participant’s termination due to Disability, a distribution shall be made of a pro rata share of the Performance Shares that are earned, pursuant to the Performance Target, for the full Performance Period (but only, in the case... | Label: Disability |
4f0bfc5b-c838-455e-9246-ecf14552baef | Clause:
Trustor shall comply with all decisions, statutes, ordinances, rulings, directions, rules, regulations, orders, writs, decrees, injunctions, permits, certificates, or other requirements of any court or other governmental authority (collectively “Legal Requirement”) now or hereafter affecting the Property or any... | Label: Compliance With Laws |
fbe2bed5-e972-430c-9ca6-0736f5dd6678 | Clause:
The parties agree that irreparable damage would occur in the event any of the provisions of this Agreement were not performed in accordance with the terms hereof and that such damage would not be adequately compensable in monetary damages. Accordingly, the parties hereto shall be entitled to an injunction or in... | Label: Miscellaneous |
65f508db-e6c4-479f-b132-de110b4e75ca | Clause:
This Amendment Agreement and the documents, certificates or other writings delivered to the Holders by or on behalf of the Company in connection herewith, taken as a whole, do not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misl... | Label: Disclosures |
a0c544c8-d44b-47d5-9329-5b26e15fa974 | Clause:
THIS SECURITY AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignmen... | Label: Governing Laws |
95db40b0-4752-4914-818a-64c8c18471d1 | Clause:
No amendment of any provision of this Guarantee shall be effective unless it is in writing and signed by Guarantor, Beneficiary and any permitted assignee of Beneficiary’s rights hereunder, and no waiver of any provision of this Guarantee, and no consent to any departure by Guarantor therefrom, shall be effecti... | Label: Amendments |
5ebba322-dad6-4342-bbfb-3afa1f9cb587 | Clause:
The Company shall indemnify, hold harmless and reimburse the Consultant and all of its affiliates, officers, directors, employees, agents and associates (the “ Indemnified Parties ”) to the fullest extent lawful against any and all claims, losses, damages, liabilities, expenses, costs, actions, joint or several... | Label: Indemnifications |
3333fa9b-36ee-4a8e-9188-3359cac28bb7 | Clause:
Each Credit Party irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the courts of the Province of Alberta , and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any other Loan Document, or fo... | Label: Submission To Jurisdiction |
dd98e610-c8e8-4b11-8ddf-5458600d306a | Clause:
Borrower shall maintain its financial books, accounts and Records substantially in accordance with generally accepted accounting principles consistently applied, and Borrower will, when requested so to do, make available during regular business hours any of its financial Records for inspection by duly authorize... | Label: Records |
cc31e2f1-6868-4213-a5c3-154e5580e804 | Clause:
There are no actions, suits or proceedings pending or, to CHATURVEDI’s knowledge, overtly threatened against or affecting CHATURVEDI at law or in equity, or before or by any Governmental Authority, which would adversely affect CHATURVEDI’s performance under this Agreement or the consummation of the transactions... | Label: Litigations |
70fe145a-c629-4ff6-b963-63894ae0285e | Clause:
Except as otherwise determined by the Board in its discretion, the Plan shall be administered by the Committee; provided, that, the Board may, in its sole discretion, make awards under the Plan. The Committee shall consist exclusively of two or more non-employee directors within the meaning of the rules promul... | Label: General |
e7317fbb-7a3a-44c1-94b8-af060d75c688 | Clause:
The Company and each Guarantor shall have performed and complied with all agreements and conditions contained in this Agreement and the Guaranty required to be performed or complied with by it prior to or at the Closing and from the date of this Agreement to the Closing assuming that Sections 9 and 10 are appli... | Label: No Defaults |
2d4143ab-6fee-4f68-b4d8-9476c9dbf8bf | Clause:
The captions and section headings herein are included solely for convenience of reference only and shall not constitute a part hereof for any other purpose, modify or amend the terms or conditions hereof, or be used in connection with the interpretation of any term or condition hereof or be given any substantiv... | Label: Headings |
518bd5bc-3e2a-475a-a887-1b0bb69f5b77 | Clause:
Notwithstanding anything in the Loan Documents to the contrary, each Lender party hereto hereby acknowledges, consents and agrees (x) that the Borrower may repay the Residual Loans in full in cash on or prior to the Residual Loans Maturity Date, without having to make a pro rata payment on account of the other ... | Label: Consents |
8688e0fa-b197-4c36-af33-af85d225c069 | Clause:
Executive understands and agrees that in exchange for the consideration described in Section 7 of the Employment Agreement between Executive and Company, which is in addition to anything of value to which Executive is entitled to receive, and other good and valuable consideration, the receipt and sufficiency of... | Label: Releases |
2cc6c7ec-149d-4cb6-b308-c950a7b360e0 | Clause:
This Agreement and the documents and instruments and other agreements specifically referred to herein or delivered pursuant hereto (i) constitute the entire agreement among the parties with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among t... | Label: Entire Agreements |
7375b758-f013-4456-86c6-6ab93c4a7e47 | Clause:
THIS AMENDMENT SHALL, PURSUANT TO NEW YORK GENERAL OBLIGATIONS LAW SECTION 5-1401, BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted successors, successors-in... | Label: Miscellaneous |
1a085e5e-c319-4420-8fe3-198b42ef1a22 | Clause:
In the event that the Company is involved in any investigation, litigation, arbitration or administrative proceeding subsequent to the execution of this Agreement or the Company reasonably requires Plaintiff’s services as they relate to pending matters, Plaintiff agrees that, upon written request, he will provi... | Label: Cooperation |
585bc5ac-ba9f-4251-8dd2-0e242bae704f | Clause:
Seller has not violated in any material respect any, and Seller is in compliance in all material respects with all, applicable laws, rules and regulations with respect to the ownership and use of the Property.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amen... | Label: Compliance With Laws |
808caa46-8cea-4bcf-a150-40b9dc43bd94 | Clause:
Subject to approval by the Officer Nomination and Compensation Committee of the Board, NiSource Inc. will enter into a Change in Control Agreement with you on substantially the same terms as other senior executives of the Company.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustme... | Label: Change In Control |
7555e2c4-8b6d-4e89-8832-81e1d80ed2ad | Clause:
Each party has cooperated in the drafting and preparation of this Agreement. Hence, in any construction to be made of this Agreement, the same shall not be construed against any party on the basis that the party was the drafter. The captions of this Agreement are not part of the provisions hereof and shall have... | Label: Construction |
1a73bdba-5f4b-455b-9458-303d04f258f2 | Clause:
At the request of Tenant and solely as an accommodation to Tenant, Landlord will enter into a direct contractual agreement with Tenant’s Contractor. Notwithstanding the foregoing, Tenant will be responsible to Landlord for all Claims arising from the acts and omissions of Tenant’s Contractor and all subcontract... | Label: Indemnity |
ba32aaa1-c3d2-49c2-8117-982fc81e08fa | Clause:
If any term or provision of this Agreement, or its application to any party or set of circumstances, shall be held, to any extent, invalid or unenforceable, the remainder of this Agreement, or the application of the term or provision to persons or circumstances other than those as to whom or which it is held in... | Label: Severability |
13e26ea6-3dc6-413f-98e8-9e28f2572a19 | Clause:
Except for each Loan Party’s interests in certain Oil and Gas Properties, and except as set forth on Schedule 4.23, which such Loan Party represents do not constitute a material portion (with 2% or more being deemed material) of the value of the Collateral and all other Properties of such Loan Party securing th... | Label: Expenses |
5c90df05-3bc4-4c22-8a70-9fcb01692902 | Clause:
To the fullest extent permitted by law and the Company’s operating agreement, the Company shall promptly indemnify Executive for all amounts (including, without limitation, judgments, fines, settlement payments, losses, damages, costs and expenses (including reasonable attorneys’ fees)) incurred or paid by the ... | Label: Indemnifications |
afd57f05-0efd-4978-b094-0f7976d99a5a | Clause:
During and after the Executive’s employment, the Executive shall cooperate fully with the Company at the Company’s expense in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of the Company which relate to events or occurrences that ... | Label: Litigations |
22f79eb6-8ec4-48ad-ba13-7e3a6cc3e629 | Clause:
Any notice required by the terms of the Award Agreement shall be given in writing and shall be deemed effective upon personal delivery or upon deposit with the United States Postal Service, by registered or certified mail, with postage and fees prepaid. Notice shall be addressed to the Company at its principal ... | Label: Notices |
a9a64856-4c8b-4b3b-9fc0-24f9d093657d | Clause:
(a). Authority of the Representative. Any action by the Initial Purchasers hereunder may be taken by J.P. Morgan Securities LLC on behalf of the Initial Purchasers, and any such action taken by J.P. Morgan Securities LLC shall be binding upon the Initial Purchasers.
Task: Classify this clause into ONE of these... | Label: Miscellaneous |
c0d2890b-fed7-4694-91cb-60931f2b910d | Clause:
The Recipient accepts the RSUs subject to all of the terms, provisions and restrictions of this Agreement and the Plan. The undersigned Recipient hereby accepts as binding, conclusive and final all decisions or interpretations of the Board or the Committee upon any questions arising under this Agreement.
Task:... | Label: Interpretations |
c8380988-fc0b-4c0c-91a7-51a18d7f2e94 | Clause:
Each Borrower and its Subsidiaries shall timely file all tax returns that are required to be filed by them and shall timely pay all material 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 adequate ... | Label: Taxes |
3c835e15-ca49-4563-87f8-2b50f803dd03 | Clause:
This Agreement shall not be changed, modified, terminated, or discharged, in whole or in part, except by an instrument in writing signed by the parties hereto, or their respective successors or assignees.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendment... | Label: Modifications |
c595cf4e-9b8d-4644-a9b0-e0e38c48ece5 | Clause:
Except as expressly set forth herein, the Loan Agreement shall continue in full force and effect and, as modified or amended, is hereby ratified, confirmed and approved. No provision of this Amendment N°3 may be modified or amended except expressly in a writing signed by both Parties nor shall any terms be waiv... | Label: General |
fd43121a-5855-48fc-b07e-6409f1426798 | Clause:
Except as herein expressly amended, all terms, covenants and provisions of the Agreement are and shall remain in full force and effect, and all references therein to such Agreement shall henceforth refer to the Agreement, as amended by this Amendment. This Amendment shall be deemed incorporated into, and a par... | Label: Entire Agreements |
3ae4cae1-1f80-4605-8338-b8b1b1086002 | Clause:
No Credit Party maintains or contributes to any Pension Plan subject to Title IV of ERISA, except as set forth on Schedule 5.13 hereto or otherwise disclosed to the Bank in writing. There is no accumulated funding deficiency within the meaning of Section 412 of the Internal Revenue Code or Section 302 of ERISA,... | Label: Erisa |
dc7ba6e1-fed6-4fc6-a076-727b1f2054b8 | Clause:
The Parties further agree that, to the greatest permitted by applicable law, any action, suit or proceeding relating to or otherwise arising out of or in connection with the Employee's employment by SGRP or any of its subsidiaries shall be resolved by a bench trial and not a jury trial, and each Party hereby ab... | Label: Waiver Of Jury Trials |
113b3daa-1109-459c-89a1-797ad6b7149e | Clause:
No written report, financial statement, certificate or other factual information (other than financial projections, other forward-looking information and information of a general economic or industry-specific nature) furnished by or on behalf of the Borrower to the Administrative Agent or any Lender in connecti... | Label: Disclosures |
edb47483-317b-4724-9e22-d587e135debf | Clause:
Borrowers shall hold their books and records relating to the Collateral segregated from all Borrowers’ other books and records in a manner satisfactory to the Bank; and shall deliver to the Bank from time to time promptly at its request all invoices, original documents of title, contracts, chattel paper, instru... | Label: Records |
f53df33d-36bb-48fd-a6e4-6f82ba308be3 | Clause:
The validity and construction of this Agreement or any of its provisions shall be determined under the internal laws of the State of New York, without giving effect to its conflicts of laws provisions, and without regard to its place of execution or its place of performance. The parties irrevocably consent and ... | Label: Governing Laws |
6e89d5c1-4d27-4926-b8b2-41f165a7a7e0 | Clause:
The execution, delivery and performance of this Agreement, and the Exchange Note and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance and reservation for issuance, as applicable, of the Conversion Shares will not, (i) result in a vi... | Label: No Conflicts |
447c7756-bc8b-42db-a5f3-94cb51e5f0a8 | Clause:
In the event of (i) any bankruptcy, reorganization, insolvency, liquidation or similar event of the Company, (ii) merger, consolidation or sale of substantially all of the assets of the Company, (iii) any change of control of the voting power of the Company pursuant to a third party transaction (and not pursuan... | Label: Terminations |
a53887fd-7533-4545-a4af-d5d71f829385 | Clause:
Executive shall perform and discharge well and faithfully such management and administrative duties as an executive officer of Penns Woods and JSSB as may be assigned to him from time to time by the President and Chief Executive Officer of Penns Woods and JSSB and which are consistent with his positions set for... | Label: Titles |
cf342bac-8dcb-4acf-95f4-a40aafa67ecf | Clause:
This Agreement shall be governed by, and construed in accordance with, the laws of the State of Texas, regardless of the laws that might otherwise govern under applicable principles of conflicts of law.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments,... | Label: Governing Laws |
ce133112-a89e-4faf-baf4-090378c663ba | Clause:
Neither this Agreement nor any of the rights or obligations hereunder shall be assigned by any of the parties hereto without the prior written consent of the other parties; provided, however, that SV3 may assign any of its rights hereunder to any of its Affiliates. Subject to the preceding sentence, this Agreem... | Label: Assignments |
07ac1e14-aa04-4848-922c-3fc242603db9 | Clause:
All notices under this Agreement shall be mailed or delivered by hand to the parties at their respective addresses set forth beneath their signatures below or at such other address as may be designated in writing by either of the parties to one another, or to their permitted transferees if applicable. Notices s... | Label: Notices |
9d606d30-c6e9-407a-be5a-b4898d11351c | Clause:
(a) All written information furnished to either Agent or any Lender and all other information presented to either Agent or any Lender in due diligence sessions, in each case, by the Borrower or any of its representatives (other than projections (if any)) is, when taken as a whole, complete and correct in all ma... | Label: Disclosures |
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