id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
386a4bc4-e9b3-47dd-8b7a-c0253017468b | Clause:
Each Member agrees to execute and deliver any and all additional instruments and documents and do any and all acts and things as may be necessary or expedient to effectuate more fully this Agreement or any provisions hereof or to carry on the business contemplated hereunder.
Task: Classify this clause into ONE... | Label: Further Assurances |
295fb1e7-0ae8-4cf2-ad68-be810cdd4f5f | Clause:
This Note may be executed in any number of counterparts, each of which is an original and all of which taken together form one single document.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitrat... | Label: Counterparts |
68534513-2dbc-45aa-a2ba-9c914245e24d | Clause:
Annexed hereto as Schedule 3.1(h) is financial information of the Company (“ Financial Statements ”). The Financial Statements have not been prepared in accordance with GAAP. The Financial Statements fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries ... | Label: Financial Statements |
b48df985-aecb-4dd0-9cdf-dc49434acdec | Clause:
In order that the applicable Employer may satisfy its withholding obligations with respect to the compensation income resulting from the payment of any Award Shares, I authorize and direct the applicable Employer to withhold from any amounts otherwise payable to me (to the extent permitted under Section 409A of... | Label: Withholdings |
7535c734-9f42-4b80-85c5-fe7382638dcd | Clause:
You acknowledge that this Retirement Agreement constitutes the complete understanding between the Company and you regarding its subject matter and supersedes any and all agreements, understandings, and discussions, whether written or oral, between you and any of the Company Entities and Persons. No other promis... | Label: Entire Agreements |
cf17b85d-4817-41ed-86b4-23e04353341c | Clause:
Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of Law or otherwise) without the prior written consent of the other parties, except that the Investors may assign their respective rights under this Agreement and... | Label: Assignments |
51bfa15c-e93e-4d03-8796-2f177a972e54 | Clause:
A ll headings contained in this Forbearance Agreement are for reference purposes only and are not intended to affect in any way the meaning or interpretation of this Forbearance Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corrupti... | Label: Headings |
fe909991-108f-4ebf-8260-ae9f7063119c | Clause:
Other than consummating the transactions contemplated hereunder, the Purchaser has not directly or indirectly, nor has any Person acting on behalf of or pursuant to any understanding with the Purchaser, executed any purchases or sales, including Short Sales, of the securities of the Company during the period co... | Label: Confidentiality |
59a41fa8-dd37-4a22-a995-43bfde311a63 | Clause:
Part II of Appendix D sets forth a list of all material insurance maintained by or on behalf of HoldCo or any of its Subsidiaries (the “ Insurance Policies ”). All Insurance Policies are now in full force and effect. All premiums with respect to the Insurance Policies covering all periods to and including the d... | Label: Insurances |
ba064335-d216-45a6-aa4f-654d61310bdc | Clause:
The Stockholder shall permit Parent to publish and disclose in all documents and schedules filed with the SEC, and any press release or other disclosure document that Parent determines to be necessary or desirable in connection with the Offer, the Merger and any transactions related thereto, the Stockholder’s i... | Label: Disclosures |
9faecbd8-967b-48e9-8a96-093ce6fa2f07 | Clause:
Subject to the terms and conditions hereof, the Company agrees to sell, and Purchaser irrevocably subscribes for and agrees to purchase Two Hundred Seventy-Seven Thousand Seven Hundred Seventy-Eight (277,778) shares (the “ Shares ”) of the Company’s common stock, $0.0001 par value per share (the “ Common Stock ... | Label: Sales |
3c1babaf-ea74-4b8d-9633-f5541319c4f2 | Clause:
The Performance Guarantor also agrees to do all such things and execute all such documents as the Lender (as TPNA’s ultimate assignee) may reasonably consider necessary or desirable to give full effect to this Undertaking and to perfect and preserve its rights and powers hereunder.
Task: Classify this clause i... | Label: Further Assurances |
b2577391-7225-4d86-a296-b70408904d37 | 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 Borrower nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the pr... | Label: Successors |
e373bb17-7ff1-411c-929a-7afa5e837a4b | Clause:
Seller hereby grants to Purchaser Parties such access, at times mutually acceptable to Seller and Purchaser Parties (but subject to the rights of Tenant and the terms of the Lease), to the Property accompanied by Seller or an agent during the Access Period to conduct, at Purchaser’s expense, Due Diligence at th... | Label: Insurances |
0291d793-8ee2-4dc3-9fed-453089fe5470 | Clause:
Except as otherwise provided, this Agreement shall not be modified except by written agreement signed on behalf of FedEx and the Consultant by their respective authorized officers.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws,... | Label: Modifications |
61cc9c68-d67c-454e-aa8c-294b2b99e6c8 | Clause:
The capitalization of the Company shall also include the number of shares of Common Stock owned beneficially, and of record, by Affiliates of the Company as of the date hereof. No Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transact... | Label: Capitalization |
eed20ee7-26aa-4151-8762-27992d377ee3 | Clause:
If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected,... | Label: Severability |
b49ac6f3-2b08-41a1-82b4-d2a39443f025 | Clause:
The Seller agrees that from and after the Closing until the second (2 nd ) anniversary of the end of the Restricted Period, the Seller will not, and will not permit its Affiliates to, directly or indirectly engage in any conduct that involves the making or publishing (including through electronic mail distribut... | Label: Non-Disparagement |
6d314c6d-4886-4257-9b4c-adab9578ce5e | Clause:
Except as provided in the Plan, this Agreement may not be modified, amended or terminated except by an instrument in writing, signed by Participant and by a duly authorized representative of the Company.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments... | Label: Amendments |
a9b5b4fc-9c3c-45ec-9a17-0e253bebeb74 | Clause:
Notwithstanding any language in this Agreement to the contrary, nothing in this Agreement prohibits Grantee from reporting possible violations of federal law or regulation to any governmental agency or governmental entity, or making other disclosures that are protected under federal law or regulation; provided,... | Label: Disclosures |
02c3d41b-6340-4974-8941-2e897031b60b | Clause:
Tenant represents and warrants that it has not dealt with any broker or agent in the negotiation for or the obtaining of this Amendment and agrees to reimburse, indemnify, save, defend (at Landlord’s option and with counsel reasonably acceptable to Landlord, at Tenant’s sole cost and expense) and hold harmless ... | Label: Brokers |
e01c61ff-b12a-4ef9-a7a6-47944f430cdb | Clause:
(a) The Registration Rights Agreement Party agrees to indemnify and hold harmless each Holder covered by the Shelf Registration Statement, each Initial Purchaser, the directors, officers, employees, Affiliates and agents of each such Holder or Initial Purchaser and each person who controls any such Holder or I... | Label: Indemnifications |
149edbaa-98d2-47cd-ae67-a2607c6ba8db | Clause:
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of: (a) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number or e-mail at t... | Label: Notices |
75c1bd33-a957-4fcf-afe9-760d5585f089 | Clause:
This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which counterparts, when so executed and delivered, shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same Agreement. In ... | Label: Counterparts |
a31871d4-c9b3-4670-923b-9ca38161bb85 | Clause:
This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties.
Task: Classify this clause into ONE of these types (exactly one label):
A... | Label: Entire Agreements |
c6b288db-fef9-4e43-b95a-d4c6510276dd | Clause:
This Agreement may only be amended or modified in writing by the Obligors and the Requisite Supporting Holders, subject to any additional requirements under the Indenture, if applicable.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption... | Label: Amendments |
84906518-99f7-4a05-9c55-01e8c408aaab | Clause:
Notwithstanding anything in any Loan Document to the contrary, for purposes of this Section 2.05(a)(vi) , each notice or other communication required to be delivered or otherwise provided to the Administrative Agent (or its delegate) shall be deemed to have been given upon the Administrative Agent’s (or its del... | Label: Notices |
6bd20d2b-08f6-47b4-a35b-79a5989f2641 | Clause:
Davis acknowledges that, in executing this Amendment, Davis has had the opportunity to seek the advice of independent legal counsel and has read and understood all of the terms and provisions of this Amendment. This Amendment shall not be construed against any party by reason of the drafting or preparation here... | Label: Interpretations |
75f66043-2eb7-49f7-ad5e-f3917199d022 | Clause:
If any provision of this Plan is held invalid or unenforceable, such invalidity or unenforceability will not affect any other provisions hereof, and this Plan will be construed and enforced as if such provision had not been included.
Task: Classify this clause into ONE of these types (exactly one label):
Adjus... | Label: Severability |
f66ee277-2936-4a7e-a80d-319fcf52838d | Clause:
The Seller shall keep or cause to be kept in reasonable detail books and records of account of its assets and business and shall clearly reflect therein the transfer of Purchased Assets (other than the related MSRs, which are pledged, and not sold to the Buyer) to the Buyer.
Task: Classify this clause into ONE... | Label: Books |
7ca116be-91eb-4745-9f5d-d9aa1680d011 | Clause:
Each of Diamante and Mineracao agree that all expenditures relating to Mineracao shall be allocated in accordance with the terms of this Agreement. Accordingly, as of the date hereof, until the end of the Interim Period Diamante shall be responsible for 100% of the expenses of Mineracao provided that all such e... | Label: Expenses |
13bcda44-fce8-44c6-b4d3-169b046b2d4f | Clause:
The financial statements (including the notes thereto) of the Company and its Subsidiaries included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial s... | Label: Financial Statements |
282e213f-bb4a-452a-b406-c3dd2db490ab | Clause:
To the best of its knowledge, BITRETURN has complied with all applicable statutes and regulations, except to the extent that noncompliance would not materially and adversely affect the business, operations, properties, assets, or condition of BITRETURN or except to the extent that noncompliance would not result... | Label: Compliance With Laws |
eefbeb99-6227-4aa6-8ab8-3e8ed896bdec | Clause:
This Agreement contains the entire agreement between the parties concerning the subject matter hereof and supersedes all prior agreements, understandings, discussions, negotiations and undertakings, whether written or oral, between the parties with respect thereto, including without limitation any term sheets a... | Label: Entire Agreements |
459b9fe1-0f2a-4b5a-a60d-1be687511bea | Clause:
This Option Agreement shall be governed by the applicable Code provisions to the maximum extent possible. Otherwise, the laws of the State of Delaware (without regard to principles of conflicts of laws) shall govern the operation of, and the rights of the Optionee under, the Plan and this Option Agreement.
Tas... | Label: Governing Laws |
3b629cea-6b63-493a-babc-eb106720eef0 | Clause:
Caption headings in this Guaranty are for convenience purposes only and are not to be used to interpret or define the provisions of this Guaranty. If a court of competent jurisdiction finds any provision of this Guaranty to be invalid or unenforceable as to any person or circumstance, such finding shall not ren... | Label: Interpretations |
688aa86c-2209-4c95-81ba-fed3c956b953 | Clause:
In case any provision in this First Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired hereby.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, ... | Label: Severability |
f86a90dc-5198-4aaa-99a8-201508e84de8 | Clause:
This Agreement may be terminated at any time by the written agreement of the Parties as provided in Section 1 hereof. Notwithstanding the foregoing and any other provision contained herein, Section 6, Successors and Assigns, shall remain in effect and survive the termination of this Agreement.
Task: Classify t... | Label: Terminations |
d44143ef-4720-4a01-ac43-4e57af3f74fc | Clause:
All notices required to be given under this Award shall be deemed to be received if delivered or mailed as provided for herein to the parties at the following addresses, or to such other address as either party may provide in writing from time to time.
Task: Classify this clause into ONE of these types (exactl... | Label: Notices |
d40e8050-0bfd-4dd2-904d-6f0208dd9514 | Clause:
Bonuses earned under the Plan are paid in cash on an annual basis. Payment of bonuses, less deferrals and applicable federal, state and local taxes, will be made as soon as practicable following the end of the plan year (the “ Payment Date ”).
Task: Classify this clause into ONE of these types (exactly one lab... | Label: Payments |
912a01e1-ad20-4fa8-8e08-f1c903e987eb | Clause:
This Agreement shall be interpreted and governed by the laws of the State of Texas, except as to matters specifically governed by federal statute or regulation.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Ap... | Label: Governing Laws |
be28d407-7619-464c-9a3e-685a99525801 | Clause:
THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Appli... | Label: Governing Laws |
f1ba55e6-0099-48cd-ac01-913dc31c8181 | Clause:
This Agreement shall be governed by and construed and enforced in accordance with the laws of the Commonwealth of Massachusetts applicable to contracts made and to be performed in such state without giving effect to the principles of conflicts of laws.
Task: Classify this clause into ONE of these types (exactl... | Label: Governing Laws |
7b1d8dc0-30c1-408c-997d-7bc0c7fbb9fd | Clause:
All notices, requests and demands to or upon the Agent or any Grantor hereunder shall be effected in the manner provided for in Section 9.01 of the Credit Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Law... | Label: Notices |
d99633a2-eadc-46ed-b9d9-0743dbd2eea0 | Clause:
Notwithstanding anything to the contrary in this Amendment, the Sixth Amendment Term Commitments established hereby shall automatically terminate on February 23, 2017 to the extent the Sixth Amendment Effective Date and the funding of the Sixth Amendment Term Loans shall have not occurred on or prior to such da... | Label: Terminations |
1507e19b-fc3a-47ad-9469-c410ad98644c | Clause:
Executive shall be eligible to take vacation as approved by the CEO/COO.
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, Base Salary, Bene... | Label: Vacations |
49bb65c5-f28f-4bd7-840d-3b5ab2cb1093 | Clause:
The obligations of the parties pursuant to Sections 3(g), 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 |
3183d5be-a973-488b-a548-8ed4ee1f49b5 | Clause:
Each Borrower and its Subsidiaries have complied with all applicable material Laws of any United States or foreign Governmental Authority having jurisdiction over the conduct of their respective businesses or the ownership of their respective Property, noncompliance with which would reasonably be expected to ha... | Label: Compliance With Laws |
0160683b-0da1-4f6b-b7bb-3f83bc3076d4 | Clause:
Tenant hereby represents and warrants that Tenant is a duly formed and existing entity qualified to do business in the State of Washington and that Tenant has full right and authority to execute and deliver this Lease and that each person signing on behalf of Tenant is authorized to do so. Within thirty (30) da... | Label: Authority |
6b91346d-c4d2-4276-a900-e269bcfc4244 | Clause:
Unless otherwise specifically provided herein, any notice delivered under this Agreement shall be in writing addressed to the respective party as set forth below and may be personally served, telecopied or sent by overnight courier service or certified or registered United States mail and shall be deemed to hav... | Label: Notices |
f0d1d966-470c-468f-a7b7-f83e0f006598 | Clause:
This Agreement may be executed in any number of counterparts, each of which will be deemed to be an original, but all of which together shall constitute one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws... | Label: Counterparts |
9dda983d-94a6-490f-8425-0def04ee8430 | Clause:
Unless compelled to do so by applicable law, Tenant agrees that Tenant shall not disclose, discuss, disseminate or copy any information, data, findings, communications, conclusions and reports regarding the environmental condition of the Premises to any Person (other than Tenant’s consultants, attorneys, proper... | Label: Confidentiality |
fc14a231-b1a4-4afd-8fca-fbf28df0e60b | Clause:
This Agreement will terminate on the earlier of (i) such date when all Warrants have been exercised with respect to all shares subject thereto, or (ii) the expiration of the Exercise Period. The provisions of Section 8.3 and this Article IX shall survive such termination and the resignation, replacement or remo... | Label: Terminations |
9fa322da-f942-485a-a6cd-458d9483df3d | Clause:
This Agreement and the rights and obligations hereunder shall not be assignable or transferable by any party hereto (including by operation of Law in connection with a merger, consolidation or sale of all or substantially all of the assets of any party hereto) without the prior written consent of the other part... | Label: Assignments |
d7a54f29-2b6b-4418-b1f0-64281e81d04b | Clause:
The term of this Sublease shall commence on January 1, 2018 (the “Commencement Date”) and shall expire on July 31, 2021 (the “Term”).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assig... | Label: Terms |
11f9ab58-9fd6-48db-9835-2bad8fa6660f | Clause:
Except as otherwise provided in this Section 3, effective as of his last day of employment with the Company, Executive will cease all health benefit coverage and other benefit coverage provided by the Company. Executive acknowledges that the Company has advised Executive of any rights that Executive or his elig... | Label: Benefits |
5bf69031-f688-435d-acba-32a6e50ebb08 | Clause:
The Participant acknowledges and agrees that the terms of this Appendix B: (i) are reasonable in geographic and temporal scope, (ii) are necessary to protect legitimate proprietary and business interests of the Affiliated Group in, inter alia, customer relationships and confidential information. The Participant... | Label: Remedies |
1a47db4d-30fb-4b6a-aad9-076703beb576 | Clause:
THE LENDERS AGREE TO INDEMNIFY THE ADMINISTRATIVE AGENT, THE ARRANGER AND THE ISSUING BANK RATABLY FOR THE INDEMNITY MATTERS AS DESCRIBED IN SECTION 12.03 TO THE EXTENT NOT INDEMNIFIED OR REIMBURSED BY THE BORROWER UNDER SECTION 12.03, BUT WITHOUT LIMITING THE OBLIGATIONS OF THE BORROWER UNDER SAID SECTION 12.0... | Label: Indemnifications |
5886042c-24a9-4c82-9d32-eee38403213f | Clause:
Administrative Agent shall have received counterparts hereof duly executed by an Authorized Officer of each of Borrower, the Guarantors and the Majority Lenders.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, A... | Label: Counterparts |
98bb23dd-0bcf-4b40-8f22-f5fa64d94393 | Clause:
The Committee shall have overall discretionary authority with respect to administration of the Plan; provided that the Administrator shall have discretionary authority and responsibility for the general operation and daily administration of the Plan and to decide claims and appeals as specified herein. If at an... | Label: General |
708f4348-f060-4c88-8f78-fc2ea5763474 | Clause:
Pledgor shall preserve and maintain its existence and all of its material rights, privileges and franchises. Pledgor shall comply with the requirements of all applicable laws, rules, regulations and orders of governmental or regulatory authorities; and pay and discharge all taxes, assessments and governmental c... | Label: Existence |
c59e85d4-5ae2-466e-a4ac-a7d12b1b14f0 | Clause:
The Transactions (a) do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effect, (ii) filings necessary to perfect Liens created by the Loan Documents and (iii... | Label: No Conflicts |
a8ba5434-d5c7-4d64-a5d5-cdc23d1fd75a | Clause:
The obligations under this Agreement are intended to comply with the requirements of Section 409A of the Code or an exemption or exclusion therefrom and shall, in all respects, be administered in accordance with Section 409A of the Code. Any payments that qualify for the “short-term deferral” exception, the sep... | Label: General |
c4dafd59-7dba-466f-b1cd-47f481ff1ace | Clause:
The Plan Administrator may amend, modify or terminate this Award at any time prior to payment or exercise in any manner not inconsistent with the terms of this Plan; provided, however, that Participant’s rights under the Award shall not be impaired by such amendment unless (a) the Plan Administrator requests th... | Label: Amendments |
02172877-dec8-4eb5-83b2-f115057a3cc1 | Clause:
All notices, requests and demands to or upon the respective parties hereto to be effective shall be in writing (including by facsimile transmission), and, unless otherwise expressly provided herein, shall be deemed to have been duly given or made when delivered: (a) by hand, upon receipt or (b) three days after... | Label: Notices |
061ce54f-2179-476a-ba92-48ab166e2b37 | Clause:
Interest shall accrue on a monthly basis on the outstanding principal amount of this Note, plus accrued but unpaid interest (non-compounding), at a rate per annum equal to 8.00%. The Company and the Holder negotiated such interest rate on an arm's length basis and agree that such interest rate reflects a marke... | Label: Interests |
283af3d3-4f33-4c7c-8e6b-7941d36fd09a | Clause:
This Agreement, together with the Merger Agreement, constitute the entire agreement among the Parties with respect to the subject matter hereof and thereof and supersede all other prior agreements and understandings, both written and oral, among the Parties or any of them with respect to the subject matter here... | Label: Entire Agreements |
513ea479-23d5-4f00-87ed-90b99312c6f5 | Clause:
The representations and warranties of Borrower set forth in Section 5 of the Loan Agreement are true and correct in all material respects on and as of the Fifth Amendment Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to... | Label: Representations |
adae0263-4206-4b17-9eeb-e3922a253f8c | Clause:
The Maker, endorsers, sureties, guarantors and all other parties who may become liable for all or any part of this Note severally waive demand, presentment, notice of dishonor, protest, notice of protest, notice of nonpayment, notice of intent to accelerate, notice of acceleration of the maturity of this Note a... | Label: Waivers |
8a67697d-b489-492a-9694-5e89f2e9205e | Clause:
Each of the Pledgors agrees that its obligations hereunder and the security interest created hereunder shall continue to be effective or be reinstated, as applicable, if at any time payment, or any part thereof, of all or any part of the Obligations is rescinded or must otherwise be restored by the Secured Part... | Label: Assignments |
f8cb78ca-4971-4a1e-a102-62884e2f1cfa | Clause:
This Agreement may be terminated by the Company or the Consultant upon 15 days’ prior written notice to the other party. The Company may terminate this Agreement immediately for any willful breach by the Consultant of any provision set forth in this Agreement or any negligence or willful misconduct by the Consu... | Label: Terminations |
ebcaf53a-20ec-467a-b91e-dde8db4c7de6 | Clause:
LBIO shall be permitted to publicly disclose the existence of this Agreement, and the title and purpose of each clinical Study, in LBIO’s electronic materials, printed materials, oral presentations, and press releases, and LBIO shall be permitted to include each clinical Study as a component of LBIO’s clinical ... | Label: Publicity |
f3357295-5d19-40db-b330-fc844e37bbc7 | Clause:
This Agreement shall be interpreted and the rights and liabilities of the Parties determined in accordance with the laws of the State of Virginia, excluding its conflict of laws rules.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption L... | Label: Governing Laws |
a5314863-9127-4bc8-82bd-38ebd80f4c32 | Clause:
If any term or provision set forth in this Control Agreement shall be invalid or unenforceable, the remainder of this Control Agreement, other than those provisions held invalid or unenforceable, shall be construed in all respects as if such invalid or unenforceable term or provision were omitted.
Task: Classi... | Label: Severability |
63fda1f5-cc7c-4781-842c-e3deb81bac43 | 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 Borrower nor any other Credit Party may assign or otherwise transfer any of its rights or obligations hereunder without the ... | Label: Successors |
71ec616a-31c5-43aa-9211-2b431d01e518 | Clause:
The offer of Pro-Rated STIP Eligibility and the Modified Vesting shall be open until the close of business twenty-one (21) calendar days from the Retirement Date. Pro-Rated STIP Eligibility and consummation of the Modified Vesting shall be subject to effectiveness of this Agreement and shall occur on the Effect... | Label: Effectiveness |
1083aa2e-c9d4-4880-aaa5-81cb2af31db8 | Clause:
Directly or indirectly enter into or permit to exist any transaction with an aggregate value in excess of $50,000 with any Affiliate of the Company or any of its Subsidiaries, except for transactions that are in the ordinary course of the Company’s or such Subsidiary’s business, upon fair and reasonable terms t... | Label: Transactions With Affiliates |
605ae826-f0b3-4baa-bb36-7a7efbf3c6bd | Clause:
The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which it is a party, the issuance and sale of the Securities and the consummation by it of the transactions contemplated hereby and thereby do not and will not: (i) conflict with or violate any provis... | Label: No Conflicts |
f693a0f9-4666-4c23-93b9-8006d5e38188 | Clause:
From time to time, as and when requested by any Party, the Parties shall execute and deliver, or cause to be executed and delivered, all such documents and instruments and shall take, or cause to be taken, all such further or other actions as a Party may reasonably deem necessary or desirable in order to carry ... | Label: Further Assurances |
4dd5ba92-551e-4a16-a893-2cad33b36490 | Clause:
The businesses of the Company is currently being conducted in accordance with all applicable federal, state and local governmental laws, rules, regulations and ordinances, except as would not reasonably be expected to cause a Material Adverse Effect. The Company has all franchises, permits, licenses, consents a... | Label: Compliance With Laws |
024ea640-c269-432f-a295-2e209893a6bd | Clause:
The Borrower agrees to indemnify each Lender and to hold each Lender harmless from any loss, cost or expense that such Lender may sustain or incur as a consequence of (a) default by the Borrower in making a borrowing of, conversion into or continuation of Eurocurrency Loans after the Borrower has given a notice... | Label: Indemnity |
05d8870f-24b9-4749-981d-9a7fe9e48abe | Clause:
The Term and Executive’s employment hereunder may be terminated: (1) by the Company for “Cause” (as defined in Section 5(f) hereof), effective on the date on which a written notice to such effect (a “ Cause Termination Notice ”) is delivered to Executive; (2) by the Company at any time without Cause (which incl... | Label: Terminations |
f17ade18-e939-4492-802a-559b38cd44aa | Clause:
All information relating to or concerning the Company or any of its Subsidiaries set forth in this Agreement and provided to the Buyer pursuant to Section 2(d) hereof and otherwise in connection with the transactions contemplated hereby is true and correct in all material respects and the Company has not omitte... | Label: Disclosures |
70dc5b7d-8f19-4e48-baa9-d21a60db7434 | Clause:
All claims by the Executive for benefits under this Agreement shall be directed to the Board and shall be in writing. Any denial by the Board of a claim for benefits under this Agreement shall be delivered to the Executive in writing and shall set forth the reasons for the denial and the provisions of this Agre... | Label: Arbitration |
a972bf37-7951-4f6a-bac6-5ac88228711c | Clause:
During the Employment Period Executive shall be employed in the capacity of President and Chief Executive Officer of FLIC (the “Executive Position”) and such other senior executive title or titles of FLIC as may from time to time be determined by the Boards of Directors . Executive shall be proposed for electio... | Label: Employment |
9ddf4056-0846-42ca-949c-b5ca4ec2b4b3 | Clause:
The closing (the “ Closing ”) of the transactions contemplated by this Agreement (the “ Transactions ”) shall take place on the Effective Date (as defined below) at such location to be determined by the Company and Parent, commencing upon the satisfaction or waiver of all conditions and obligations of the Parti... | Label: Closings |
376ae314-7458-4fde-bec4-c3d94114b98b | Clause:
The Company shall, within four (4) Trading Days immediately following the date hereof, issue a Current Report on Form 8-K, disclosing the material terms of the transactions contemplated hereby.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Cor... | Label: Publicity |
35348bcc-5bce-4cf1-8c59-29d480861e14 | Clause:
Based on the consolidated financial condition of the Company as of the Closing Date, after giving effect to the receipt by the Company of the proceeds from the sale of the Securities hereunder: (i) the fair saleable value of the Company’s assets exceeds the amount that will be required to be paid on or in respe... | Label: Solvency |
8eefc699-b6f9-4e98-bf64-63090dffc955 | Clause:
The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction will be applied against any party. Unless the context otherwise requires: (a) “ or ” is disjunctive but not exclusive, (b) words in the singular include ... | Label: Construction |
0b91826f-e2d7-4f83-aa59-5fb3fab5aaed | Clause:
Until the End Date, the Company shall keep all of its property, which is necessary or useful to the conduct of its business, in good working order and condition, ordinary wear and tear excepted. Until the End Date, the Company will maintain insurance coverage of the type and not less than the amount in effect a... | Label: Insurances |
1a1c3f96-5824-4560-8c27-fe0002938eb5 | Clause:
This Agreement shall be construed, interpreted, and governed in accordance with and by North Carolina law, without regard to the conflicts of laws principles thereof. The parties agree that the state and federal courts in North Carolina shall have jurisdiction (non-exclusive) for the adjudication of all dispute... | Label: Governing Laws |
069c4539-9106-43ce-9e76-f55ec596c815 | Clause:
After giving effect to the transactions contemplated hereby (including any Borrowing or the issuance, amendment, renewal or extension of any Letter of Credit from time to time), (a) the aggregate assets (after giving effect to amounts that could reasonably be received by reason of indemnity, offset, insurance o... | Label: Solvency |
d9bc5973-6c44-461f-97c4-be27c956e6f2 | Clause:
BENEFICIARY SHALL NOT BE OBLIGATED TO PERFORM OR DISCHARGE, NOR DOES IT HEREBY UNDERTAKE TO PERFORM OR DISCHARGE, ANY OBLIGATION, DUTY OR LIABILITY UNDER ANY LEASES WHICH WERE NOT CONSENTED TO BY BENEFICIARY, OR UNDER OR BY REASON OF THIS DEED OF TRUST, AND GRANTOR SHALL AND DOES HEREBY AGREE TO INDEMNIFY BENEF... | Label: Indemnity |
49efefa0-3559-438f-afdb-1f9772ffb704 | Clause:
The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that would be integrated with the offer or sale of the Shares and Warrants in a manner that would require the registration under the Securities Ac... | Label: Integration |
30871af5-11cb-42c6-a593-755585463de0 | Clause:
The representations and warranties contained in this Article 6 shall survive the execution and delivery of this Agreement, as well as any assignment or conveyance hereof. The obligations of Seller contained in this Article shall survive the close of escrow and the recording of the Seller’s Deed and shall not be... | Label: Warranties |
e92fa1d0-6d02-4899-9123-679d05bf6615 | Clause:
THE PARTIES HERETO HEREBY IRREVOCABLY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS FOURTH AMENDMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUT... | Label: Waiver Of Jury Trials |
28068ed0-227e-4071-a49e-8682691d307b | Clause:
This Agreement may be executed in counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument. This Agreement may be delivered by one or both Parties by facsimile or electronic transmission with the same effect as if delivered person... | Label: Counterparts |
8f5fb703-70fa-47ca-875f-8626a8c3becb | Clause:
At any time upon request of the Administrative Agent, each Loan Party and each of their respective Subsidiaries shall promptly execute and deliver any and all further instruments and documents and take all such other action (including promptly completing any registration or stamping of documents as may be appli... | Label: Further Assurances |
5aba6160-d052-4495-b561-52ae7ca6b2f0 | Clause:
This First Amendment shall be governed by, and construed in accordance with, the laws 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, Assignments, Assigns, Autho... | Label: Governing Laws |
b45c5b64-d63d-4ab8-bdac-4dad06000fcc | Clause:
This Agreement shall be governed by, and construed in accordance with, the Laws of the State of Delaware, without giving effect to conflicts of laws principles that would result in the application of the Law of any other state.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments... | Label: Governing Laws |
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