id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
6d6a767f-1768-49bc-944e-074fcb12691e | Clause:
The rights, privileges, benefits and compensation (“Benefits”) provided pursuant to this Agreement shall be conditioned upon Executive’s timely execution after the Effective Date of the release attached hereto as Exhibit A, which has become effective and irrevocable in accordance with its terms. In the event Ex... | Label: Releases |
db855432-eac5-4659-933a-9b4be3df4e6c | Clause:
THIS AGREEMENT AND ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY) SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, EXCEPT (I) THE INTERPRETATION OF THE DEFINITION OF “TARGET MATERIAL ADVERSE EFF... | Label: Governing Laws |
bed6356a-4620-4a8e-b655-388c62046bb8 | Clause:
During the Employment Term, Executive shall devote substantially all of his business time and attention to the performance of Executive’s duties hereunder and will not engage in any other competitive business, profession, or occupation for compensation or otherwise which would conflict or interfere with the per... | Label: Duties |
856cab51-ecd8-4739-ab8a-5bc66fc82d48 | Clause:
The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500, payable by the applicable Lender or prospective Lender, provided , however , that the Administrative Agent may, in its sole discretion, ele... | Label: Assignments |
3c7ad8e6-cee9-4196-8814-4abdda54b110 | Clause:
This Agreement contains the entire agreement and supersedes all prior agreements and understandings, oral or written, with respect to the subject matter hereof, including, but not limited to, any and all prior employment agreements and related amendments entered into between the Employer and the Executive. This... | Label: Entire Agreements |
5956f6c4-0b57-42ec-ac57-d70461b7d1e4 | Clause:
This Agreement and any amendments hereto may be executed in two or more counterparts, all of which will be considered one and the same agreement and will become effective when one or more counterparts have been signed by the parties and delivered to the other party, it being understood that all parties need not... | Label: Counterparts |
c626fbac-bd1e-4ac8-9a9a-eda063577d1f | Clause:
In the event any part of this Sub-Sublease is held to be unenforceable or invalid for any reason, the balance of this Sub-Sublease shall not be affected and shall remain in full force and effect during the term of this Sub-Sublease.
Task: Classify this clause into ONE of these types (exactly one label):
Adjust... | Label: Severability |
bb287f47-34fd-4c21-94ba-4e91b9ee1921 | Clause:
Prior to the Investment Grade Date and after the Collateral Regrant Date (a) (i) permit any waiver, supplement, modification or amendment of any indenture, instrument or agreement pursuant to which any Subordinated Indebtedness or Permitted Junior Debt or any Permitted Refinancing Debt thereof of the Borrower o... | Label: Agreements |
36b355bd-6ae7-48c1-800c-ca915e98ed23 | Clause:
Licensee warrants that it will comply with all applicable laws and regulations of the United States, the State of Texas, or any political subdivision thereof. Licensee further warrants that Licensee shall, at its sole cost and expense, obtain any and all governmental licenses and permits necessary, not only to ... | Label: Compliance With Laws |
80ff8749-6703-4870-b5bc-a908fedf0c93 | Clause:
Except as otherwise disclosed on Schedule 5.8 , and except for transactions which contain terms that are no less favorable to the applicable Borrower or any Subsidiary, as the case may be, than those which might be obtained from a third party not an Affiliate of any Credit Party, no Borrower will, or will permi... | Label: Transactions With Affiliates |
aa61551d-4d8e-4024-9842-4089aa2b1e7b | Clause:
The obligations of the Borrower under Section 5.01 ( Increased Costs ), Section 5.02 ( Taxes ), Section 12.03 ( Expenses; Etc ), Section 12.07 ( Treatment of Certain Information; Confidentiality ), Section 12.13 ( Governing Law; Submission to Jurisdiction ) and Section 12.14 ( Waiver of Jury Trial ) shall survi... | Label: Survival |
8da664e9-cc91-4061-87d3-54d34448cdc1 | Clause:
EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amen... | Label: Waiver Of Jury Trials |
cf058202-f072-4a95-b794-67f7fa844ee3 | Clause:
Lender shall have received all accrued, unpaid interest on the Facility B Loan, accrued through December 20, 2017.
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: Interests |
643733e1-40c7-4269-8bec-c5ebd3efa72a | Clause:
Any notice, demand or request required hereunder shall be given in writing (at the addresses set forth in Exhibit A ) by any of the following means: (i) personal service; (ii) electronic communication, whether by telex, telegram or telecopying or other form of electronic communication; (iii) overnight courier; ... | Label: Notices |
b4615fb8-8ddd-44fc-8150-70294d3eb0f4 | Clause:
The Borrower shall not, and shall not permit any of its Subsidiaries to use the proceeds of any Loan, or make available such proceeds to any Subsidiary, Joint Venture partner or other individual or entity, to fund, finance or facilitate any activities of or business with any individual or entity, or in any Desi... | Label: Sanctions |
e3548426-4500-43f2-bf3f-0cc533050655 | Clause:
The Restricted Stock Units, although not granted pursuant to the Lands’ End, Inc. 2014 Stock Plan (As Amended and Restated) (the “ Plan ”) shall, except as expressly set forth in this Agreement, be subject to the terms and provisions of the Plan, which is incorporated herein by reference. The Grantee hereby ack... | Label: Definitions |
894b43ef-c74b-4676-9a42-4464079bcee9 | Clause:
No delay or failure of the Lender to exercise any right, remedy, power or privilege hereunder shall impair the same or be construed to be a waiver of the same or of any Event of Default or an acquiescence therein. No single or partial exercise of any right, remedy, power or privilege shall preclude other or fur... | Label: Waivers |
66d42827-48a3-4bf5-8b06-015077d03350 | Clause:
You will be eligible to participate in such medical, retirement and other benefits as are approved by the Board. As is the case with all employee benefits, such benefits will be governed by the terms and conditions of applicable plans or policies, which are subject to change or discontinuation at any time.
Tas... | Label: Benefits |
e8ab8c82-60da-4a06-8390-ca5c154661c2 | Clause:
The Executive shall be entitled to 25 days of paid vacation each calendar year during the Term of Employment, subject to the terms of the Company’s then effective vacation or paid time off policy.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-... | Label: Vacations |
467651ad-3f45-45d7-92a8-fcbe38d4aa66 | Clause:
The Borrower will, and will cause each of the Subsidiaries to, comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property, including Environmental Laws and ERISA, except where the failure to do so, individually or in the aggregate, could not reasonably be ... | Label: Compliance With Laws |
a429bfbc-26d9-43af-adb2-e69a80128645 | 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 April 21, 2017; pro... | Label: Terminations |
b47f9948-faf5-44b6-98ee-6163cf4353d2 | Clause:
There is no action, suit, proceeding or investigation pending or, to Borrower’s knowledge, threatened against Borrower, Sole Member, Guarantor, Manager or the Property in any court or by or before any other Governmental Authority that is reasonably likely to have a Material Adverse Effect.
Task: Classify this ... | Label: Litigations |
74354807-346b-42ed-a4c0-ab005f92c481 | Clause:
It is understood and agreed by the parties hereto that money damages would not be a sufficient remedy for any breach of this Agreement by any party hereto and each non-breaching party shall be entitled to seek specific performance and injunctive or other equitable relief (including attorneys’ fees and costs) as... | Label: Specific Performance |
4c9ced37-856f-48e1-865a-564bef175bea | Clause:
All questions concerning the construction, validity, enforcement and interpretation of this Agreement and the transactions contemplated hereby shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principals of conflicts of law there... | Label: Governing Laws |
e239f00d-d550-4c82-ad04-9cf1acf1957d | Clause:
The Borrowers have disclosed to the Lenders all agreements, instruments and corporate or other restrictions to which any member of the Borrower Affiliated Group is subject, and all other matters known to any such Person, that, individually or in the aggregate, in each case, could reasonably be expected to resul... | Label: Disclosures |
542d8067-158e-451f-a06a-738556259078 | Clause:
No consent, approval, authorization or order of any person, entity, court, administrative agency or governmental authority is required for the execution, delivery or performance of this Agreement by the Shareholder.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements... | Label: Approvals |
72e69c88-d061-4c52-a95b-30c3bd343968 | Clause:
(a) Subject to the terms and conditions of this Agreement, the Sirius XM Radio 2009 Long-Term Stock Incentive Plan (the “ Plan ”), and the letter agreement dated August __, 2013 between the Company and the Executive (the “ Letter Agreement ”), the Company hereby grants to the Executive the right and option (th... | Label: Vesting |
88de18e9-d4b0-4b5b-898e-ccee6ba872eb | Clause:
The execution, delivery and performance by the Company of this Agreement and the transactions contemplated pursuant to the Memorandum, the issuance and sale of the Securities and the consummation by it of the transactions contemplated hereby and thereby to which it is a party do not and will not (i) conflict wi... | Label: No Conflicts |
68933324-87fa-4ef0-8ef0-414bdb155e74 | Clause:
The CHS Parties agree to promptly take such action, upon the reasonable request of the Administrative Agent, as is necessary to carry out the intent of this Amendment.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable L... | Label: Further Assurances |
fb292ffb-c011-4c05-9127-26d05828f2ae | Clause:
The rights, powers and remedies hereunder shall be in addition to, and not in limitation of, all rights, powers and remedies provided at law or in equity, or under any other agreement between the Parties. All of such rights, powers and remedies shall be cumulative, and may be exercised successively or cumulativ... | Label: Further Assurances |
8d16859a-bd01-4352-adc3-25ded681ed73 | Clause:
Maker and any endorsers and guarantors of this Note, and all others who may become liable for all or any part of the obligations evidenced by this Note, severally waive presentment for payment, protest, notice of protest, dishonor, notice of dishonor, demand, notice of non-payment, and the benefit of all statut... | Label: Waivers |
699624b8-98d7-4f0c-a0ae-97707ca89535 | Clause:
The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, (b) will not violate any applicable law, policy or regulation or the charter, by-laws or other organizational documents of any Obligor or any order of any Governmental... | Label: No Conflicts |
2efe4dee-546d-434b-b3fa-e2df295765ae | Clause:
Prior to delivery of the Shares purchased upon exercise of this Option, the Company shall determine the amount of any United States federal, state and local income taxes, if any, which are required to be withheld under applicable law and shall, as a condition of exercise of this Option and delivery of certifica... | Label: Withholdings |
efcd4479-929e-48e0-bcac-9d4e51edcd82 | Clause:
ZAI shall maintain complete and accurate records of all work conducted by or on behalf of ZAI in furtherance of the Development of Licensed Product(s) and all material results, Data and developments made in conducting such activities. Such records shall be maintained in sufficient detail and in good scientific... | Label: Records |
a623029e-c9b4-4b9d-acf5-2f2845d5193f | Clause:
This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and the Holders of not less than 51% of the then outstanding Warrants issued pursuant to the SPA.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amen... | Label: Amendments |
76c82ca4-041b-4b7c-979b-be83e528882f | Clause:
In the event of actual or threatened breach by Executive of any of his covenants in Articles V , VI , and VII , the Company shall be entitled to equitable relief by temporary restraining order, temporary injunction, or permanent injunction or otherwise, in addition to all other legal and equitable relief to wh... | Label: Remedies |
9f7b7515-0781-47dd-8cb2-cadd72423e38 | Clause:
There is no claim, action, suit, proceeding, arbitration, investigation or inquiry pending before any governmental entity, or to the knowledge of DSS, threatened against DSS or any of its assets, that would have a Material Adverse Effect on DSS, except as set forth in Schedule 6.1(d) hereto. There is not in exi... | Label: Litigations |
8bbd340a-c661-40e3-844c-31656e0fbee6 | Clause:
The term of this Lease (“ Lease Term ”) is seven (7) days, and shall commence on the Effective Date.
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, Autho... | Label: Terms |
8c71e8e8-b0b6-41b7-b093-a96531372234 | Clause:
Each Party shall do and perform or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other Party may reasonably request in order to carry out the intent and accomplish the purposes of this Ag... | Label: Further Assurances |
b4e442a6-c190-430a-adec-8ea5a789b996 | Clause:
This Agreement embodies the entire and final agreement of the parties on the subject matter stated in this Agreement. No amendment or modification of this Agreement shall be valid or binding upon the Bank or the Executive unless made in writing and signed by both parties.
Task: Classify this clause into ONE of... | Label: Entire Agreements |
c3095677-ff46-4564-a60c-1e5a34ff5f9d | Clause:
Any notice required to be given or delivered to the Corporation under the terms of this Agreement shall be in writing and addressed to the Corporation at its principal corporate offices. Any notice required to be given or delivered to Optionee shall be in writing and addressed to Optionee at the most current a... | Label: Notices |
f12b0330-6c8c-49a4-bfa9-58cf641f025c | Clause:
All accrued interest shall be due and paid on the first day of each month. Except as otherwise provided herein, all accrued and unpaid interest shall be due and paid in full on the Revolving Credit Termination Date.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements... | Label: Interests |
fa5510cb-99a0-4d9a-b88d-6439a69071cf | Clause:
This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof, and supersedes all prior understandings or agreements between the parties.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corr... | Label: Entire Agreements |
10b969d8-ba35-4b6f-aa7d-57721d573fc0 | Clause:
In addition, each of the Lenders hereby indemnifies the Administrative Agent (to the extent not reimbursed by the Loan Parties), ratably according to their Applicable Percentages, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or dis... | Label: Indemnifications |
3d80b541-de2c-4f0c-bed0-a9c5141ed691 | Clause:
This Agreement shall be governed or interpreted according to the internal laws of the State of Delaware without regard to choice of law considerations and all claims relating to or arising out of this Agreement, or the breach thereof, whether sounding in contract, tort, or otherwise, shall also be governed by t... | Label: Governing Laws |
5a5bc433-b6ca-4e60-89b3-d665ade2cf8b | Clause:
BORROWER AND LENDER (BY ACCEPTANCE OF THIS NOTE) WAIVE TRIAL BY JURY IN RESPECT TO ANY DISPUTE AND ANY ACTION ON SUCH DISPUTE. THIS WAIVER IS KNOWINGLY, WILLINGLY AND VOLUNTARILY MADE BY BORROWER AND LENDER, AND BORROWER AND LENDER HEREBY REPRESENT THAT NO REPRESENTATIONS OF FACT OR OPINION HAVE BEEN MADE BY AN... | Label: Waiver Of Jury Trials |
7e8ea756-ca9d-4119-af48-a11a3725a87a | Clause:
Except where specifically incorporated by reference herein, This Agreement constitutes and contains the entire agreement and understanding concerning Employee’s termination of employment and the other subject matters addressed herein between the parties, and supersedes and replaces all prior negotiations and al... | Label: Entire Agreements |
6b84955a-cb39-4d23-857e-5cd0034b7d39 | Clause:
The failure of any party to insist upon compliance with any of the provisions of this Agreement or the waiver thereof, in any instance, shall not be construed as a general waiver or relinquishment by such party of any other provision of this Agreement.
Task: Classify this clause into ONE of these types (exactl... | Label: No Waivers |
ad76c90e-720c-4e4a-ae80-a6c35097a25d | Clause:
Any provision contained in this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisd... | Label: Severability |
cc3750f6-c1fd-4391-bfb2-fe99f8bb4d1e | Clause:
Each member of the ERISA Group has fulfilled its obligations under the contribution requirements of ERISA and the Internal Revenue Code with respect to each Plan and is in compliance with the presently applicable provisions of ERISA and the Internal Revenue Code with respect to each Plan, in each case, except a... | Label: Erisa |
3830b3ae-1b5f-4f95-acb1-3e13dbb8d08b | Clause:
No litigation by any entity (private or governmental) shall be pending or threatened with respect to any Obligor or any of its subsidiaries which the Administrative Agent or the Required Lenders shall determine has had, or could reasonably be expected to have, a Material Adverse Effect.
Task: Classify this cla... | Label: Litigations |
a82abc3f-2b0c-4606-a7aa-214f243c8863 | Clause:
This Agreement has been duly executed and delivered by the Borrower and constitutes, and each other Loan Document when executed and delivered by the Borrower and each Guarantor that is party thereto will constitute, a legal, valid and binding obligation of such Loan Party enforceable against the Borrower and ea... | Label: Enforceability |
4e9042db-8889-48e3-88af-f51406507ef8 | Clause:
All notices which are required or permitted hereunder must be in writing and shall be deemed to have been given, delivered or made, as the case may be, (notwithstanding lack of actual receipt by the addressee) (i) when delivered by personal delivery, (ii) three (3) days after having been deposited in the United... | Label: Notices |
3b1a79c1-68a4-4e02-aeef-c301d9079331 | Clause:
This Agreement, including any supplements, schedules, or exhibits hereto, as each is amended and supplemented from time to time contains the entire agreement among the parties with respect to the acquisition of the Offered Securities and the other transactions contemplated hereby, and there are no representatio... | Label: Entire Agreements |
e48f6ef4-92f5-4a75-8fa5-852ec560c3d0 | Clause:
The remedies provided in this Warrant shall be cumulative and in addition to all other remedies available or granted by law, including recovery of damages. Each of the parties hereto will be entitled to specific performance of its rights under this Warrant. The Company acknowledges that a breach by it of its ob... | Label: Remedies |
caa36e15-e0bb-4955-90e5-35669365834c | Clause:
The execution, delivery and performance by each Loan Party of each of the Loan Documents to which it is a party, and the borrowings hereunder and the transactions contemplated hereby (a) have been duly authorized by all corporate, stockholder, partnership or limited liability company action required to be obtai... | Label: Authorizations |
ac10842e-5599-479d-8a2b-eb64b0c72226 | Clause:
This Amendment shall constitute an amendment of the Existing Credit Agreement. Each reference to the Existing Credit Agreement in any Loan Document shall hereafter be construed as a reference to the Existing Credit Agreement as amended hereby. Except as herein otherwise specifically provided, all provisions of ... | Label: Miscellaneous |
d5939066-85e9-49bc-acf3-171e207fdbb0 | Clause:
The Closing of the purchase and sale of the Shares and the Warrants shall take place at the offices of Cooley LLP, 1114 Sixth Avenue, New York, New York 10036 on the Closing Date or at such other locations or remotely by facsimile transmission or other electronic means as the parties may mutually agree.
Task: ... | Label: Closings |
a8fb28f2-b84f-4f66-bbc1-19e7374b76ea | Clause:
The Borrowers will not, and will not permit any Subsidiary to, sell, lease or otherwise transfer any property or assets to, or purchase, lease or otherwise acquire any property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ordinary course of busines... | Label: Transactions With Affiliates |
bd9cfda4-8674-47a5-829a-9e890c8a0010 | Clause:
Schedule 3.21 sets forth each of the consents, approvals, Orders, authorizations and waivers of, and declarations, filings and registrations with, all third parties (including Governmental Authorities) that are necessary or required to permit the transactions contemplated by this Agreement.
Task: Classify this... | Label: Consents |
31bd1b83-914b-40fc-b420-0226cc91ca33 | Clause:
During the Employment Period, Executive shall be employed in the business of the Employer and its affiliates. Executive shall serve as Managing Director of the Employer. In his capacity as Managing Director, Executive’s duties and authority shall be those as would normally attach to Executive’s position as Mana... | Label: Duties |
286191c0-f8a4-4145-819d-b7a861294b19 | Clause:
The execution, delivery and performance of this Agreement, each Sale Supplement and all documents executed pursuant hereto and thereto by HLSS has been duly and validly authorized by all necessary limited liability company or other action. This Agreement has been, and upon their execution each Sale Supplement a... | Label: Binding Effects |
ea58b119-b523-4e45-aa0b-728c945af0ab | Clause:
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT (EXCEPT, AS T... | Label: Governing Laws |
3ea0644f-a22a-431e-912b-bbb7df55b135 | Clause:
It shall be the duty of the Administrator to conduct the general administration of the Plan in accordance with its provisions. The Administrator shall have the power to interpret the Plan and all Programs and Award Agreements, and to adopt such rules for the administration, interpretation and application of the... | Label: Duties |
ca59dc50-8b94-470b-9f68-cb9d8b437905 | Clause:
The Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to Section 13 of the Exchange Act since April 1, 2017 (or such shorter period as the Company was required by law or regulation to file such material) (all of the foregoing filed p... | Label: Financial Statements |
48ef28f8-f893-4041-9804-48b097d65534 | Clause:
Employee acknowledges that Employee is in possession of and has access to confidential information of the Company and its Subsidiaries, including material relating to the business, products and services of the Company and its Subsidiaries, and that he or she will continue to have such possession and access duri... | Label: Intellectual Property |
5ce68712-fd8d-4463-aaa0-e9f49a1d36ee | Clause:
No invalidity or unenforceability of any section of this Agreement or any portion thereof shall affect the validity or enforceability of any other section or the remainder of such section.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corrupti... | Label: Severability |
61be1ead-eedd-47f7-b2b2-ec9a60b728ec | Clause:
The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that neither the Company nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder (except pursuan... | Label: Successors |
e14767fe-0c02-4450-9296-22ae76476894 | Clause:
The Plan shall be governed by and construed in accordance with the laws of California, without regard to otherwise applicable choice-of-law rules.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbit... | Label: Governing Laws |
90d4b1a7-4af1-4019-8e03-1932892eb375 | Clause:
This Amendment No. 2 may be amended only upon the written consent of the parties hereto.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, B... | Label: Amendments |
c6c9b5e0-ab2f-4548-80eb-224688062000 | Clause:
The Borrower, its Subsidiaries and, to the knowledge of the Borrower, their respective officers, employees, directors and agents that act in any capacity in connection with the credit facility established hereby, are in compliance with Anti-Corruption Laws and applicable Sanctions Laws in all material respects.... | Label: Anti-Corruption Laws |
9b4511cb-7881-4a31-952a-3564f416ea4d | Clause:
Any applicable income taxes of Tenant, any federal, state or local taxes, assessments or other governmental charges imposed on the Community are the obligations of Tenant, not of Management Company, and all of the foregoing, with the exception of any applicable income taxes (which shall be paid directly by Tena... | Label: Taxes |
d2d43105-7b05-4e63-a682-33dcef839672 | Clause:
This Agreement may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. Delivery of a counterpart via facsimile or other ... | Label: Counterparts |
151073a6-6c6d-4f78-b431-44cafa3a9c1b | Clause:
At the time of and immediately after the Effective Date, no (i) Event of Default, or (ii) event or condition that would constitute an Event of Default but for the requirement that notice be given or time elapse or both, has occurred and is continuing.
Task: Classify this clause into ONE of these types (exactly... | Label: No Defaults |
adee3a83-a6dd-47ae-a305-f09f6a199d47 | Clause:
Schedule 3.12 sets forth the name and jurisdiction of organization of, and the ownership interest of the Company and each Subsidiary in, each Subsidiary and each class of Equity Interest of each Loan Party and each direct Subsidiary thereof and identifies each Subsidiary that is a Loan Party or an Excluded Subs... | Label: Subsidiaries |
d767a00b-4321-46d5-95f5-5b34baa0c95f | Clause:
Without prejudice to the survival of any other agreement of the Credit Parties hereunder, the agreements and obligations of the Credit Parties contained in this Section 9.2 shall survive the Termination Date and any termination of this Agreement.
Task: Classify this clause into ONE of these types (exactly one ... | Label: Survival |
7c6f82e1-1565-4f61-b1f4-dc6a99faa6b1 | Clause:
This Agreement, including Recitals, constitutes the entire agreement of the parties with respect to the subjects specifically addressed herein, and supersedes any prior agreements, understandings, or representations, oral or written, on the subjects addressed herein. Notwithstanding the foregoing, to the extent... | Label: Entire Agreements |
083ad349-c0f7-4ecf-b583-9bb6a1c045d3 | Clause:
A Performance Award shall be subject to performance-based vesting conditions and other restrictions, based on such factors and occurring over such period of time (the “performance period”) as the Committee may determine in its discretion. The Committee may provide whether any consideration other than Services m... | Label: Vesting |
b2959f98-706e-4dc9-b95c-497ab477035b | Clause:
At all times prior to the Closing Date or the earlier termination of this Agreement in accordance with its terms, the Company and the Commitment Parties shall consult with each other prior to issuing any press releases (and provide each other a reasonable opportunity to review and comment upon such release) or ... | Label: Publicity |
c687b6dd-ebcc-4139-af4f-ca24fd22541c | Clause:
This Agreement may be signed (including electronically as specified by the Company) in counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustment... | Label: Counterparts |
d9e76811-d0e7-4037-94e2-78a3ce5c9b4a | Clause:
Notwithstanding Section 12 hereof, it is specifically understood and agreed that any breach of the provisions of this Agreement, including, without limitation, Sections 7 and 8 hereof, by the Executive is likely to result in irreparable injury to the Company and its subsidiaries and affiliates, that the remedy ... | Label: Specific Performance |
9c50b810-d5ce-470b-9e74-027b9b475ecc | Clause:
During the 2018 Term, you will continue to receive benefits commensurate with those provided to similarly situated partners performing services. From the time you have completed your services in the 2018 Term through May 31, 2022, you will continue to receive health and dental benefits on the same basis as prov... | Label: Benefits |
890ff877-2aee-4128-89c9-771da4497319 | Clause:
There is no action, suit, proceeding or investigation (“ Action ”) pending or, to the knowledge of GROWLIFE, currently threatened against GROWLIFE or any of its affiliates, that may affect the validity of this Agreement or the right of GROWLIFE to enter into this Agreement or to consummate the transactions cont... | Label: Litigations |
f06915eb-9868-4b8a-8775-406ce8d2d779 | Clause:
The parties may execute this Agreement in counterparts (including by means of facsimile and electronic transmission in portable document format (PDF)). Each executed counterpart of this Agreement will constitute an original document, and all of them, together, will constitute the same agreement.
Task: Classif... | Label: Counterparts |
9542debb-0d75-436d-b58f-f71c538c7753 | Clause:
All covenants, agreements, representations and warranties made by the Credit Parties herein and in the certificates or other instruments delivered in connection with or pursuant to this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the execution and deliver... | Label: Survival |
8c4248b9-834f-4222-9235-fd18869c5012 | Clause:
Each Bonus Award shall be paid in cash in a single lump sum. The Company shall be authorized to withhold, report or require a Participant to remit to the Company all required taxes and charges, including any federal, state, local or other taxes and social insurance contributions or payroll taxes, with respect t... | Label: Tax Withholdings |
800db131-da5a-4f98-9f9a-3929a5cbcdbe | Clause:
In case any one or more of the provisions of this Satisfaction shall be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of this Satisfaction shall not in any way be affected or impaired thereby and the parties will attempt to agree upon a valid and ... | Label: Severability |
164c323a-e202-4772-b372-99133226cdb2 | Clause:
Any notice or communication under this Agreement must be in writing and given by (i) deposit in the United States mail, addressed to the party to be notified, postage prepaid and registered or certified with return receipt requested, (ii) delivery in person or by courier service providing evidence of delivery, ... | Label: Notices |
6fa4068a-1aab-45e3-8b84-1967db7509c3 | Clause:
Capital One and You hereby consent and submit to the personal jurisdiction and venue of any state or federal court located in any city or county where Capital One has offices within the Commonwealth of Virginia for resolution of any and all claims, causes of action or disputes arising out of or related to this ... | Label: Venues |
3ec8bbc4-40fc-4fee-856f-904d425a7c28 | Clause:
Any notice required to be delivered to the Company under this Award Agreement shall be in writing and addressed to the General Counsel of the Company at the Company’s principal corporate offices. Any notice required to be delivered to the Participant under this Award Agreement shall be in writing and addressed... | Label: Notices |
d2dd8cae-8fba-4de2-99e9-40e15625f7e1 | Clause:
Wherever possible, each provision of this Bill of Sale will interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Bill of Sale is found to be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibitio... | Label: Severability |
0ab956c4-eeb4-4ca1-a347-f3651a0f41ae | Clause:
The Company and each of its Subsidiaries does and will after giving effect to the to the transactions contemplated hereby to occur at the Closing and the issuance and sale of the Securities (a) own assets the fair saleable value of which are (i) greater than the total amount of its liabilities (including known ... | Label: Solvency |
bdbf99eb-ffb7-4cec-ad72-add2207648e6 | Clause:
Except as set forth on Schedule 3.16 , no broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission from the Purchaser, the Target Companies or any of their respective Affiliates in connection with the transactions contemplated hereby based upon arrangements made by o... | Label: Brokers |
ca01a552-ff84-42e0-b15d-8a4e0f8c2290 | Clause:
With respect to any action relating to this Agreement, Owner and Propco irrevocably submit to the exclusive jurisdiction of the courts of the State of New York sitting in the borough of Manhattan and the United States District Court having jurisdiction over New York County, New York, and Owner and Propco each w... | Label: Venues |
c8c13ef0-4ddc-41f1-9aeb-f80ee05c3833 | Clause:
Except as modified herein, the Lease and all of the terms and provisions thereof shall remain unmodified and in full force and effect as originally written. In the event of any conflict or inconsistency between the provisions of the Lease and the provisions of this Fifth Amendment, the provisions of this Fifth ... | Label: Miscellaneous |
510d33a4-13bd-4ae3-b2e0-d68b8f09d3c9 | Clause:
This Commitment Letter is entered into on the understanding that neither this Commitment Letter nor the Fee Letter nor any of their terms or substance shall be disclosed by you, directly or indirectly, to any other person except (a) Holdco, your subsidiaries and to your and their respective directors, officers,... | Label: Confidentiality |
e605e01e-402b-46e7-a5a7-e06553582f43 | Clause:
Each party covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company, each party will maintain the confidentiality of the existence and terms of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agr... | Label: Confidentiality |
e0453e51-cc02-43ff-8163-0f7830a77712 | Clause:
Executive will cooperate with all reasonable requests by the Company (or any of its Affiliates) for assistance in connection with any investigation or legal proceedings involving the Company (or any of its Affiliates, to the extent Executive was involved with any such Affiliate while employed hereunder), includ... | Label: Cooperation |
2b21e980-afcf-41e5-a0c5-6340765914e1 | Clause:
Nothing contained herein shall be deemed to constitute a waiver of compliance with any term or condition contained in the Term Loan Agreement or any of the other Loan Documents or constitute a course of conduct or dealing among the parties. Except as expressly stated herein, the Lenders reserve all rights, priv... | Label: No Waivers |
e49b35ec-588e-4c54-9a11-c2f344501b8c | Clause:
The obligation of the Guarantor in respect of any sum due from it to the Administrative Agent, any L/C Issuer or any Lender hereunder shall, notwithstanding any judgment in a currency other than Dollars, be discharged only to the extent that on the Business Day next succeeding receipt by the Administrative Agen... | Label: Indemnity |
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