id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
ca3713c3-2454-4a97-b403-018ee97d6d9a | Clause:
(a) This Agreement and the rights and obligations of the parties hereunder shall be governed by, and construed in accordance with, the law of the State of New York, without regard to principles of conflicts of laws that would result in the application of the laws of any other jurisdiction; provided that Section... | Label: Waiver Of Jury Trials |
cb2c99ef-b571-4019-b551-00a446b0b4d6 | Clause:
The representations and warranties of Seller set forth in Sections 9.1 , 9.2 and 9.17 hereof, as well as the right and ability of Buyer to enforce the same and/or to seek damages for its breach, shall survive the Closing. The representations and warranties of Seller set forth in Sections 9.3 through 9.16 , incl... | Label: Survival |
d5bddd62-b6f3-4ea6-8023-659bc6dd8566 | Clause:
This Subordination Agreement shall be binding upon the parties and their respective successors, transferees and assigns. Each reference in this Subordination Agreement to Junior Lenders shall include any assignee or transferee of the Junior Debt and the Junior Liens, and each reference in this Subordination Agr... | Label: Binding Effects |
ab7fada9-b782-442c-94d4-6f7510d6f2cd | Clause:
Except for any agreements entered into with FNTIC and CTIC in connection with their respective Subscriptions, from and after the date of this Agreement, Splitco shall not, without the prior written consent of Holders holding more than fifty percent (50%) of the Registrable Securities enter into any agreement wi... | Label: Representations |
b0c7c623-959b-45ae-bcbd-d9f98c053706 | Clause:
Capitalized terms used but not defined in the body of this Agreement shall have the meanings ascribed to them in Annex 1 .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Ass... | Label: Definitions |
d0e4c71d-9718-4147-b003-0a02406f06b7 | Clause:
In the case of certain Change in Control events, as described in Treas. Reg. §1.409A-3(i)(5)(iv), certain transaction based compensation paid on the same schedule and on the same terms as apply to shareholders generally with respect the Employer's stock or as the payments to the Employer, is treated as paid on ... | Label: Change In Control |
8bf3147e-c32c-4f4d-a27e-8eba9e27cfc1 | Clause:
The Administrative Agent shall not have any duties or obligations except those expressly set forth in the Loan Documents. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and... | Label: Duties |
d15e6872-e3a3-487b-9500-2d8e7631a2cb | Clause:
This Agreement may not be amended, supplemented, or modified except by a written document signed by both Executive and a duly authorized officer of Company.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approv... | Label: Modifications |
360d62ce-d281-4c5d-8664-264d891d13bc | Clause:
The Consultant agrees to execute any proper oath or verify any proper document necessary or appropriate to carry out the terms of this Agreement. The Consultant represents that the Consultant’s performance of all the terms of this Agreement will not breach any agreement to keep in confidence proprietary informa... | Label: Representations |
2dbbf363-2357-4bce-bdb4-f597043ae07c | Clause:
The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the twelve months preceding the date hereof (or such shorter period as the Company was ... | Label: Financial Statements |
6d1dfc50-f125-45e6-8cc1-e915b323f0f6 | Clause:
The Borrower and Related Party represent and warrant to the Lender that they have good right, full power and lawful authority to enter into this Agreement and to incur the obligations provided for herein, and all necessary resolutions have been passed and all other necessary steps have been taken to authorize t... | Label: Authority |
5c8cbeb6-d21f-484f-9d09-92673e5a7f08 | Clause:
The proceeds of Loans and Letters of Credit (a) made on the Closing Date shall be applied by the Borrower to effect the Acquisition and the Existing Debt Refinancing, to pay Transaction Costs of the Borrower and its Restricted Subsidiaries and to cash collateralize and/or backstop letters of credit and (b) ma... | Label: Use Of Proceeds |
097f9873-5e09-48d6-9fee-c4f10225f181 | Clause:
(a) Do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence, except (i) in the case of a Subsidiary (other than either any Borrower or a Material Subsidiary), where the failure to do so would not reasonably be expected to have a Material Adverse Effec... | Label: Existence |
c7da5f96-16c8-4fae-910a-dc84e41be779 | Clause:
THE GUARANTOR HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT OR IN CONNECTION WITH OR ARISING OUT OF THIS GUARANTY, ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HE... | Label: Waiver Of Jury Trials |
9365cace-0a3a-4416-9bd1-a2168d367ace | Clause:
Complete and accurate books and accounts shall be kept and maintained for the Partnership by the General Partner at the office of the Partnership. Such books and accounts shall be kept in accordance with U.S. generally accepted accounting principles (“GAAP”) consistently applied, including, to the extent applic... | Label: Books |
e602ea7e-16f1-4f40-aeee-4cf7f9e8ca2a | Clause:
Should any provision of this Agreement be held by a court of competent jurisdiction to be unenforceable or invalid for any reason, the remaining provisions of this Agreement shall not be affected by such holding and shall continue in full force and effect in accordance with their terms.
Task: Classify this cla... | Label: Severability |
32ce6687-6a23-4f8a-bfb5-aa71bfa2ad94 | Clause:
Each Lender hereby authorizes the Agent to release any Collateral that is permitted to be sold or released pursuant to the terms of the Loan Documents. Each Lender hereby authorizes the Agent to execute and deliver to the Borrowers or any of them, at the sole cost and expense of the Borrowers, any and all relea... | Label: Releases |
5e3e98b3-9c62-4c97-8d46-8f19e4eec3d9 | Clause:
Each of the parties shall bear its own expenses incurred in conjunction with the Closing hereunder.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Author... | Label: Expenses |
f6f0b4a2-8418-4244-b1e5-7515036b2c00 | Clause:
This Agreement may be executed in counterparts (including by facsimile or electronic .pdf submission), each of which shall be deemed an original, and all of which shall constitute one and the same agreement and shall become effective when one or more counterparts have been signed by each of the Parties and deli... | Label: Counterparts |
fb740164-b5ef-412c-8993-adf596b625b6 | Clause:
This Agreement may be executed in one (1) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Any such counterparts or signatures may be delivered by facsimile or e-mail (in .pdf format), and any counterparts or signatures so d... | Label: Counterparts |
18978741-c1b1-455c-8d17-82284b8c256e | Clause:
Borrower shall use the proceeds of the Extensions of Credit (i) to pay fees, commissions and expenses in connection with the Transactions, (ii) to repay existing Indebtedness of Borrower and its Subsidiaries as contemplated under Section 6.1(g)(iii) , and (iii) for working capital and general corporate purposes... | Label: Use Of Proceeds |
db253299-3247-48be-b9e7-311297a75546 | Clause:
The Company shall (a) by 4:15 p.m. (New York City time) on the Trading Day immediately following 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 ... | Label: Publicity |
bce079f9-02f8-4cfa-bbe0-83eefca775e2 | Clause:
The foregoing recitals are incorporated by this reference. Capitalized terms used but undefined in this Amendment shall have the meaning given to them in the Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable ... | Label: Definitions |
1312ad7a-4f89-44b3-9e74-529afd80a7f3 | Clause:
Evidence that the Replacement Project and the operation thereof comply with all legal requirements, including that all requisite certificates of occupancy, building permits, and other licenses, certificates, approvals or consents required of any Governmental Authority have been issued without variance or condit... | Label: Compliance With Laws |
3a487f67-29bc-43f5-971a-f567b6f5f2fc | Clause:
The term of this Agreement (the “ Term ”) shall commence on the Effective Date and shall continue in effect with respect to the Services until June 30, 2018.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Appro... | Label: Terms |
deacded6-4fa4-459e-b5bb-49c4f8f5e8e4 | Clause:
To the knowledge of the Company, the Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or ... | Label: Intellectual Property |
d71dafe6-8e9e-43e8-b6ca-3fefd7af04b7 | Clause:
Except as provided herein, neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties without the prior written consent of the other parties hereto, except that Parent may assign, it its sole discretion, any or all of its rights, interest and obligat... | Label: Assignments |
beae8665-2db6-4713-b6cd-af3923df37da | Clause:
If any provision of this Agreement is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the broadest extent that it would be valid and enfor... | Label: Severability |
8b423f1d-1d29-42a8-9640-022939583aa6 | Clause:
The proceeds received by the Company from the sale of Common Stock pursuant to an Award will be used for general corporate purposes.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assign... | Label: Use Of Proceeds |
231e2f48-91fc-48df-ba5b-861fb8e463a6 | Clause:
This Agreement shall be binding upon and inure to the benefit of the Company and the Participant and their respective heirs, executors, administrators, legal representatives, successors and assigns, subject to the restrictions on transfer set forth in Section 4 of this Agreement.
Task: Classify this clause int... | Label: Binding Effects |
3dc08d1b-226e-4ea2-af11-fee296908a54 | Clause:
No Loan Party, Subsidiary or, to the knowledge of any Loan Party, any director, officer, employee, agent, affiliate or representative thereof, is or is owned or controlled by any individual or entity that is currently the subject or target of any Sanction or is located, organized or resident in a Designated Jur... | Label: Sanctions |
b1c1aac1-4f38-4431-8b51-4889ee3fb17a | Clause:
As of the date hereof, the authorized common s tock of the Company consists of 750,000,000 authorized shares of Common Stock, $ 0.0001 par value per share, of which 10,430,296 shares are issued and outstanding; and 93,043,863 shares are reserved for issuance upon conversion of the Note. All of such outstandin... | Label: Capitalization |
78e015ba-ceb8-4fea-bee9-ae7a7dd13e28 | Clause:
The Borrower will, and will cause each of its Subsidiaries to, comply with all laws, rules, regulations and orders of any Governmental Authority, including without limitation all Environmental Laws, applicable to it or its property, except where the failure to do so, individually or in the aggregate, could not ... | Label: Compliance With Laws |
25306f0d-f7ee-4d9b-9b6b-3bd8c7febf89 | Clause:
On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, up to an aggregate of $2,998,800 of ... | Label: Closings |
4a43b33b-4a0a-48c3-83f6-355f12ecaea9 | Clause:
Upon execution and delivery of a counterpart hereof by each of the parties hereto, and the satisfaction of the conditions precedent set forth in Section 7 hereof, this Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns (including ... | Label: Binding Effects |
4c624ec4-1531-4719-8a70-0feb2d52fd9e | Clause:
No authorization, approval or consent of, and no filing or registration with, any court or governmental authority is or will be necessary for the execution, delivery or performance by Erin of this Agreement or for the validity or enforceability hereof or thereof.
Task: Classify this clause into ONE of these ty... | Label: Consents |
775e4489-1c22-4c3e-9671-27b8cf9ace61 | Clause:
The following capitalized terms shall have the meanings specified in this section. Other terms are defined in the text of this Agreement, and throughout this Agreement, those terms shall have the meanings respectively ascribed to them.
Task: Classify this clause into ONE of these types (exactly one label):
Adj... | Label: Defined Terms |
79b16f53-7d7e-42ac-88f7-9ad6265428b7 | Clause:
This Agreement embodies the entire agreement between the Parties and supersedes any prior representations, understandings and agreements between the Parties regarding the subject matter hereof. There are no representations, understandings or agreements, oral or written, between the Parties regarding the subject... | Label: Entire Agreements |
0bb56579-f66e-4ff3-ae57-3700bea957d0 | Clause:
Pay for all reasonable costs associated with the notification of individuals in connection with any breach of uPHI, including reasonable costs for credit monitoring as reasonably determined by Philips.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, ... | Label: Costs |
471d653f-28ae-44e2-9175-a4056f0cbfae | Clause:
The Plan shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to principles of conflicts of laws thereof, or principles of conflicts of laws of any other jurisdiction that could cause the application of the laws of any jurisdiction other than the State of Delaw... | Label: Governing Laws |
87d7ba84-9de9-4ad1-ac66-88784041482e | Clause:
All benefits hereunder will be reduced by withholding of any applicable income and social security tax or other taxes and charges, and will be subject to applicable tax reporting, as the Company may deem necessary or appropriate for purposes of compliance with applicable tax laws.
Task: Classify this clause in... | Label: Withholdings |
cea201c4-6d35-41bd-9c53-4e9581947818 | Clause:
Except as otherwise noted on Schedule 6.13 , or in any inspection or survey report of any governmental authority made available to Purchaser, Seller Parent, Seller, the Companies, and OP Seller’s Property Manager, and to Seller’s Knowledge, the Cedarhurst Manager are in compliance in all material respects with ... | Label: Compliance With Laws |
8baa21cb-0c20-4c78-9a51-bb12fba9b710 | Clause:
The Borrower acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder, by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Borrower acknowledges that the remedy at law for a breach of its obligations under this Note will be ... | Label: Remedies |
d7ce429b-3290-4b76-af50-a0a0392911e0 | Clause:
This Agreement constitutes the entire agreement of the parties hereto relating to the subject matter of this Agreement and supersedes all prior contracts or agreements with respect thereto, whether oral or written, including without limitation that certain Administrative Services Agreement by and between the Co... | Label: Entire Agreements |
dca348be-4438-48d8-bbdf-0b6b1833e771 | Clause:
The transactions contemplated by this Agreement are intended to be treated for sales and use tax purposes as a financing (so that transfers of Devices hereunder are not taxable sales) and if not so treated each transfer contemplated hereunder is intended to be an exempt sale for resale for such purposes as the ... | Label: Taxes |
ad2a79ab-0d09-46d8-8f54-747c7ade7202 | 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 |
588a867b-11b4-4a06-9a64-96cff3a8caf4 | Clause:
This Agreement may be executed in several counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. A facsimile of a signature shall be deemed to be and have the effect of an original signature.
Task: Classify this clause into ONE of these types (ex... | Label: Counterparts |
efc396d0-0936-4783-b32c-bc2547a2a2dd | Clause:
Each Guarantor irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether relating to this Guaranty or the transactions relating hereto in any forum other than the courts of the State of Texas sitting in Dal... | Label: Submission To Jurisdiction |
93deb7a3-8b4d-4f2b-ab35-b248868a6a69 | Clause:
This Agreement, each of the Notes and any other Related Writing shall be governed by and construed in accordance with the laws of the State of New York and the respective rights and obligations of the Borrower, the Administrative Agent, and the Lenders shall be governed by New York law.
Task: Classify this cla... | Label: Governing Laws |
9d1dfa2d-eb54-4b81-8de6-3fe72f3e1727 | Clause:
This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument and delivered in person. Signatures delivered by facsimile or by email in portable document format ("pdf") shall be binding f... | Label: Counterparts |
901ae77d-45b3-4ff6-9631-9c1b6b0b2e47 | Clause:
The issuance of certificates for shares of the Common Stock on conversion of this Note shall be made without charge to the Holder hereof for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such certificates, provided that, the Company shall not be required to pa... | Label: Expenses |
b3ae6ea8-3ca4-4963-bd64-bdbaf867444c | Clause:
This Agreement (including the documents and the instruments referred to herein) constitutes the entire agreement and supersedes all prior agreements and understandings, both written and oral, among the parties hereto with respect to the subject matter hereof.
Task: Classify this clause into ONE of these types ... | Label: Entire Agreements |
017d9d9f-ba66-4c89-93ef-91b73274e31e | Clause:
It is intended that the payments and benefits provided under the Plan and any Award shall either be exempt from the application of, or comply with, the requirements of Section 409A of the Code. The Plan and all Award Certificates shall be construed in a manner that effects such intent. Nevertheless, the tax tre... | Label: General |
4eb290bc-f388-4ab9-b177-12cba693b5cc | Clause:
Any notice, communication, request, reply or advice (collectively, "Notice") provided for or permitted by this Agreement to be made or accepted by either party must be in writing. Notice may, unless otherwise provided herein, be given or served (i) by depositing the same in the United States mail, postage paid,... | Label: Notices |
babec041-6cd5-4b05-a24d-74a5c9ce7982 | Clause:
Prior to the Agreement Date, except as required by law or the rules of any stock exchange, no public announcement or other publicity regarding the transactions referred to herein shall be made by the Purchaser, the Seller or any of their respective affiliates, officers, directors, employees, representatives or ... | Label: Publicity |
ee30b415-5469-4b72-97f3-319b09c8f7f9 | Clause:
The provisions of this Article VI and Sections 3.03, 4.01, 4.02, 5.01, 8.01, 8.02, 8.03 and Articles IX and X will survive and continue in full force and effect notwithstanding the termination of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Am... | Label: Survival |
846fc6d3-a173-4b73-ad38-4b0087984378 | Clause:
Each of Bayer and Purchaser shall maintain, at its sole cost and expense, general liability insurance, including product liability coverage, with bodily injury, death and property damage limits, in such amounts and with such scope of coverage as is consistent with drug industry standards. Each of Bayer and Purc... | Label: Insurances |
271dbbf2-1607-4a5e-9ce4-36ade99159df | Clause:
(a) In the event any Collateral is located in any area that has been designated by the Federal Emergency Management Agency as a “Special Flood Hazard Area”, the Grantor shall purchase and maintain flood insurance on such Collateral (including any personal property which is located on any real property leased by... | Label: Insurances |
fb784d68-dd48-40db-919c-b2032cbeeee7 | Clause:
The obligations of the parties pursuant to Sections 3(i), 5 through 9, and 12, as applicable, shall survive the Executive’s Termination of Employment hereunder for the period designated under each of those respective sections.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments,... | Label: Survival |
9ddf6252-d15f-4efc-923e-d6bceb8edfc4 | Clause:
Any notice or communication required or permitted under this Agreement will be made in writing and (a) sent by overnight courier, (b) mailed by overnight U.S. express mail, return receipt requested or (c) sent by telecopier. Any notice or communication to Executive will be sent to the address contained in his ... | Label: Notices |
c0fb1552-41fc-4fb1-9686-003f412f7736 | Clause:
Any notices to be given hereunder by either party to the other may be effected either by personal delivery in writing or by certified mail. Mailed notices shall be addressed to the parties at the addresses appearing just under their signature on the execution page of this Agreement, but each party may change hi... | Label: Notices |
f6e3ae66-040a-49e9-b73a-2c58295410c4 | Clause:
No agreements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either party that is not set forth expressly in this Agreement. This Agreement contains the entire agreement, and supersedes any other agreement or understanding between Company a... | Label: Entire Agreements |
7b8461fb-0d19-49a0-85d8-458bbab29759 | Clause:
All notices and other communications provided for hereunder shall, unless otherwise stated herein, be in writing and mailed or telecommunicated, or delivered as to each party hereto, at its address set forth below or at such other address as shall be designated by such party in a written notice to the other par... | Label: Notices |
cafb4d43-e1be-4e09-864f-246f3a615fac | Clause:
The grant of RSUs is subject to all laws, regulations and orders of any governmental authority which may be applicable thereto and, notwithstanding any of the provisions hereof, the Participant acknowledges that the Company will not be obligated to issue any Shares hereunder if the grant or vesting thereof or t... | Label: Governing Laws |
f5c9e5eb-6d2d-4b65-b7db-76dd77554cfb | Clause:
During the occurrence and continuation of an Event of Default, in the event that the Administrative Agent desires to exercise any remedies, voting or consensual rights or attorney-in-fact powers set forth in this Agreement and determines it necessary to obtain any approvals or consents of any Official Body or a... | Label: Consents |
4e40d710-bc1d-41a3-a288-34567d46b474 | Clause:
The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect or have been made or to be made in connection with the filing of the Security Documents to s... | Label: No Conflicts |
f762f9b5-c515-4f24-9b55-f1c48cccc468 | Clause:
Seller shall comply with the material requirements of all applicable laws, rules, regulations and orders of any Governmental Authority.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Ass... | Label: Applicable Laws |
fcc5f34a-5092-475a-905c-ea55f91dcc70 | Clause:
The obligations of the parties under Section 4.06, Article V, and Sections 11.05 and 12.03 shall survive the repayment of the Loans and the termination of the Aggregate Revolving Commitments. To the extent that any payments on the Indebtedness or proceeds of any collateral are subsequently invalidated, declared... | Label: Survival |
704031e3-bc1b-43ec-9354-9368221c1c79 | Clause:
Amgen and Amgen Inc. shall, and Dialysis Center shall, comply with all applicable Laws related to the performance of their respective obligations under this Agreement. Each Party represents and warrants that (which representations and warranties shall be ongoing representations and warranties during the Term): ... | Label: Compliance With Laws |
69a78b9f-ae34-42a3-aa7b-8a835d6c1cff | Clause:
(a) Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes fr... | Label: Taxes |
92bdfc46-962e-4bdb-963c-881484284ca5 | Clause:
Any notices to Sub-Subtenant under this Agreement shall be addressed to the Subleased Premises and may be sent using any method permitted under the Lease.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approval... | Label: Notices |
0b6fef6c-b95b-4e45-ad59-cbf93cd1c45c | Clause:
If any provision of this Guarantee is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Guarantee shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid ... | Label: Severability |
bd433f3f-ea48-45a8-bf2d-c8b39f8bfd99 | Clause:
All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a) . The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, other than liens as set forth in the SEC Reports, subject to restrictions und... | Label: Subsidiaries |
262cb1b9-4f08-42de-8a9b-19f213df0e83 | Clause:
Neither Borrower nor any Subsidiary is engaged principally, or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulations T, U or X of the Board of Governors of the Federal Reserve System), and no part of the ... | Label: Use Of Proceeds |
41b8054a-b18f-464c-b23c-365119e58d02 | Clause:
Subject to Section 6.4 and Section 5.7(c), this Agreement shall continue to be effective until the Discharge of Senior Lender Claims shall have occurred or such later time as all the Obligations in respect of the Second Priority Claims shall have been paid in full. This is a continuing agreement of lien subor... | Label: Severability |
54c26bfa-cabe-4958-9af3-656885dd5360 | Clause:
Each Loan Party shall keep accurate and complete records of its Accounts, including all payments and collections thereon, and shall submit to Agent sales, collection, reconciliation and other reports in form reasonably satisfactory to Agent in accordance with Section 10.1.1(g). If the collectability of Accounts... | Label: Records |
374e4de6-6bff-4932-9bb2-d039c978ca33 | Clause:
Each of the Company and each Material Subsidiary has good title to, or a valid leasehold interest in all its real and personal property material to its business except for minor defects in title that could not reasonably be expected to have a Material Adverse Effect, and none of such property is subject to any ... | Label: Liens |
870121b6-a468-4113-bc02-adafc0e3a92c | Clause:
The Award shall be completely forfeited on the date of the Grantee’s termination of Employment.
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, Authorizat... | Label: Forfeitures |
7ace9140-19c4-4311-acc5-93dad6670911 | Clause:
The Founders, on the one hand, and Buyer, on the other hand, each agree that the other Party shall each have the right, in addition to any other rights and remedies existing in its favor, to enforce its rights and such other Party’s obligations hereunder not only by an action or actions for damages but also by ... | Label: Specific Performance |
52f36865-c44f-4ab7-8779-b61b3e068e23 | Clause:
The Loan Documents are not subject to any right of rescission, set-off, counterclaim or defense by Borrower or Guarantor, including the defense of usury, nor would the operation of any of the terms of the Loan Documents, or the exercise of any right thereunder, render the Loan Documents unenforceable (subject t... | Label: Enforceability |
af93c936-5ede-4b49-8031-96a6a08b5cf3 | Clause:
Guarantor agrees to the provisions of the Loan Documents, and hereby waives notice of: (a) any loans or advances made by Lender to Borrower, (b) acceptance of this Guaranty, (c) any amendment or extension of the Note, the Loan Agreement or of any other Loan Documents, (d) the execution and delivery by Borrower ... | Label: Waivers |
6e04ada1-44e1-4973-866a-ae811b8a52e2 | Clause:
Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, does or will violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge or other restriction of any government, governmental agency, or court to which... | Label: No Conflicts |
3b915597-a30e-4dd3-b8d8-c0db7ad003dd | Clause:
All of the issued and outstanding membership interest of NuLeaf Production is owned by Nuleaf, Inc., a Nevada corporation. There are no outstanding or authorized subscriptions, warrants, options, conversion rights, exchange rights or other commitments obligating NuLeaf Production to issue, transfer, sell, conve... | Label: Capitalization |
dffe8a01-7d30-41dc-8f95-a3ab24c39ac8 | Clause:
Each party shall pay its own legal, accounting and other miscellaneous expenses incident to the negotiation, preparation and execution of this Agreement and the consummation of the transactions contemplated by this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, ... | Label: Expenses |
bd1821eb-49af-45c4-b616-9edf74026de9 | Clause:
The Executive hereby irrevocably and unconditionally (i) consents to the exclusive jurisdiction of the courts of the Commonwealth of Massachusetts and the United States of America located in the Commonwealth of Massachusetts for any actions, suits or proceedings arising out of or relating to this Agreement and ... | Label: Consent To Jurisdiction |
b42a5284-0215-4dd1-8986-c531d927d8d0 | Clause:
Payment of the purchase price for, and delivery of, the Securities shall be made at the offices of Gibson, Dunn & Crutcher LLP, 1221 McKinney Street, Houston, TX 77002, or at such other place as shall be agreed upon by the Representative and the Partnership, at 9:00 A.M. (Houston time) on December 19, 2017 (unl... | Label: Payments |
010b3cc7-7813-4095-a2c4-2fb199ef2d5c | Clause:
I mmediately prior to their sale hereunder, SMMC has good title to, or valid licenses of, all of the Receivables Assets, except where such failure to have good title or valid leasehold interests could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. None of t... | Label: Liens |
c346f214-fe1f-4cfd-a954-eb9729543d3b | Clause:
If any provision of this Agreement is held to be invalid, inoperative or unenforceable for any reason, it shall be modified rather than voided, if possible, in order to achieve the intent of the parties hereto to the maximum extent possible. In any event, if any provision of this Agreement is held to be invalid... | Label: Severability |
3921bf32-3a74-495a-9ea4-4b7091f28a5c | Clause:
Employee agrees to be reasonably available upon reasonable notice from Regis, with or without subpoena, to be interviewed, review documents or things, give depositions, testify, or engage in other reasonable activities, including in connection with any pending and future litigation, investigations, arbitrations... | Label: Litigations |
9fcf718d-f302-4f9e-bb5b-bf65a09daff0 | Clause:
The Borrower agrees to pay or reimburse the Administrative Agent for all reasonable out-of-pocket costs and expenses incurred in connection with the preparation, negotiation and execution of this Amendment, including, without limitation, the reasonable fees, disbursements and other charges of counsel for the Ad... | Label: Expenses |
a171ee45-5665-47da-8cdc-ce305289af84 | Clause:
Arbitration shall be heard and determined by one arbitrator, who shall be impartial and who shall be appointed by the American Arbitration Association (“AAA”).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, App... | Label: Arbitration |
e9c573ce-ebf4-4cef-8110-17ebb642216b | Clause:
Mortgagor shall maintain or cause to be maintained the insurance required by the Priority Lien Documents. If any portion of improved property that is part of the Mortgaged Property is located in a special flood hazard area, then Mortgagor shall maintain, or cause to be maintained, flood insurance in accordance... | Label: Insurances |
2ca3f13d-f1ff-4da4-812f-e8d7c3d7768a | Clause:
The rights and obligations of the parties under this Repurchase Agreement shall not be assigned by any Seller without the prior written consent of the Buyer. Subject to the foregoing, this Repurchase Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors an... | Label: Assignments |
460a344f-ced5-4fef-bf56-6ad499a6c95f | Clause:
All covenants, representations and warranties made in this Agreement continue in full force while any Lender Obligations remain outstanding (other than indemnities which survive termination and are unliquidated). The obligations of Borrower in Section 12.2 to indemnify Lender will survive until all statutes of ... | Label: Survival |
8a7d0102-cc1c-45b1-a53a-cc662bf3c386 | Clause:
Each of the representations, warranties, covenants, and agreements in this Agreement or pursuant hereto shall survive the Closing. Notwithstanding any knowledge of facts determined or determinable by any party by investigation, each party shall have the right to fully rely on the representations, warranties, co... | Label: Survival |
c1f5cf91-51cc-4938-872a-208a79d68456 | Clause:
This Agreement shall be binding upon the First Lien Agents, the Senior Lenders, the Second Priority Agents, the Second Priority Secured Parties and their respective permitted successors and assigns.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Ant... | Label: Assigns |
13dbedca-710c-48f4-a3e8-a444af263aab | Clause:
Each Plan to which the Seller, the Guarantor or their Subsidiaries make direct contributions, and, to the knowledge of the Seller and the Guarantor, each other Plan and each Multiemployer Plan, is in compliance in all material respects with, and has been administered in all material respects in compliance with,... | Label: Erisa |
2fc4bfbc-ac16-4d22-8f67-f50a2dbcf60a | Clause:
Purchaser is a limited liability company, duly formed, validly existing and in good standing under the laws of the State of Delaware, and, prior to Closing shall be qualified to do business in the State of Florida.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements,... | Label: Organizations |
b58dff09-23b0-425e-8c0a-f1b8d82aa91b | Clause:
The Parties and their respective signatories to this Amendment hereby acknowledge, consent and agree (i) to the transactions described in the ICA Amendment; (ii) to the admission of PRES OP or its designee as a member of the Limited Liability Company; (iii) that PRES OP shall not be responsible for any obligati... | Label: Consents |
aff0dcca-dfc8-484f-9374-ae72f4a02878 | Clause:
All indemnities set forth herein including, without limitation, in Sections 2.10 , 2.11 , 3.06 , 5.04 , 11.06 and 12.01 shall survive the execution and delivery of this Agreement and the Notes and the making and repayment of the Loans and all Unpaid Drawings hereunder and the termination of the Commitments.
T... | Label: Survival |
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