id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
31869ec0-9e58-46e2-923d-c17dfa6eb5dd | Clause:
If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws, such provision shall be fully severable; this Agreement shall be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a portion of this Agreement; and th... | Label: Enforcements |
8d8728b3-72f8-49b4-809b-da5bad379c97 | Clause:
This Agreement, the Note, and all Related Documents are binding upon the signers thereof and their respective successors, representatives, and assigns, and are legally enforceable in accordance with their respective terms.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agr... | Label: Binding Effects |
8b78852d-656b-4b15-9429-f5eb4cb3e46d | Clause:
This Agreement, and the Executive’s rights and obligations hereunder, may not be assigned or delegated by him. The Company may assign its rights, and delegate its obligations, hereunder to any affiliate of the Company, or any successor to the Company, specifically including the restrictive covenants set forth ... | Label: Assignments |
a0b99fcf-abcf-45e5-bd83-f22006c461e6 | Clause:
The proceeds of the Loans will be used only to repay Indebtedness owed to IAC and its subsidiaries and for general corporate purposes of the Borrower, including to pay dividends.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, A... | Label: Use Of Proceeds |
97d0bd02-0e31-4b1d-8548-0164f92331fe | Clause:
Section 3.14 of the Disclosure Certificate sets forth a description of all insurance maintained by or on behalf of the Loan Parties and their Subsidiaries as of the Effective Date. As of the Effective Date, all premiums in respect of such insurance have been paid. The Borrowers maintain, and have caused each Su... | Label: Insurances |
da01d628-e933-46ae-90e2-59bbc47b0f0b | Clause:
The Borrower, the Parent, each Existing Revolving Credit Lender (subject to Section II above) and each Extended Revolving Credit Lender shall have delivered executed counterparts of this Amendment to the Administrative Agent.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, ... | Label: Agreements |
4a64b7bb-95d0-41cf-80c6-b714c090f8ae | Clause:
To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Lender) to the Issuing Lender and the Ad... | Label: Amendments |
6e4ca7aa-2c10-407a-a8e4-958ca2837414 | Clause:
Unless the Participant discharges the liability himself, the Company or a Participating Company, the trustee of any trust or other third party administrator may withhold any amount and make any arrangements as it considers necessary to meet any tax withholding obligation of the Company in respect of Purchase Ri... | Label: Withholdings |
42ddab5a-cd4a-44a8-aa35-7d13787531e5 | Clause:
The Company and each other Loan Party irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the courts of the state of California sitting in Los Angeles County and of the United States District Court of the Central District of California, and any appellate cou... | Label: Submission To Jurisdiction |
830a0c2e-a0eb-4fc8-a2bd-fe2fe801ac16 | Clause:
The Company or its Hong Kong-based subsidiary, as applicable, will pay Executive an annual base salary (“ Base Salary ”) of Three Hundred and Twenty Thousand Dollars (US$320,000), payable in substantially equal monthly or more frequent installments in accordance with the Company’s or the Hong Kong-based subsidi... | Label: Base Salary |
66c59568-8968-426e-8c9a-59e911a70351 | Clause:
Borrower shall be responsible for timely paying all present or future stamp, court or documentary, intangible, recording, filing or similar taxes that arise from any payment or issuance made under, from the execution, delivery, performance or enforcement of, or otherwise with respect to, this Agreement, includi... | Label: Taxes |
f2ae2947-2b37-4ade-86b1-a7e8fe652cbb | Clause:
This Letter Agreement may not be amended or otherwise modified without the prior written consent of CF Corp and Sponsor. Any such amendment shall be subject to Seller’s written consent to the extent required under the Share Purchase Agreement. This Letter Agreement constitutes the sole agreement, and supersedes... | Label: Entire Agreements |
24c9fe00-c72c-4500-9ee3-5507dee3e96f | Clause:
Each Party irrevocably submits to the exclusive jurisdiction of the State and Federal courts located in New York County, New York, for the purposes of any suit, action or other proceeding arising out of this Agreement or the transactions contemplated hereby. Each Party further agrees that service of any process... | Label: Consent To Jurisdiction |
97c61111-c52a-4124-b8b6-a25677f52562 | Clause:
Neither such Purchaser nor its Affiliates or any of their respective officers, directors, employees or agents has employed any broker or finder for which the Company will incur any liability for any financial advisory fees, brokerage fees, commissions or finder’s fees, and no broker or finder has acted directly... | Label: Brokers |
4fe3475f-785f-4cc8-b545-b4999895e000 | Clause:
The Corporation shall pay the Executive an annual salary (the " Base Salary ") of $750,000, less applicable withholding and other deductions, payable in accordance with the Corporation's then current payroll practices. The Base Salary will be reviewed at least annually by the Board of Directors (and/or the Com... | Label: Base Salary |
849bcb62-6e21-4250-80b7-503dfa8e575e | Clause:
This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware applicable to contracts executed in and to be performed in that state and without regard to any applicable conflicts of law.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustmen... | Label: Governing Laws |
743232f8-48ad-4a8d-8d5e-53d8d6f13dc3 | Clause:
(a) There are no actions, suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of Level 3 or the Borrower, threatened against or affecting Level 3, the Borrower or any Material Subsidiary of Level 3 (i) as to which there is a reasonable possibility of ... | Label: Litigations |
fae2c8c3-7f21-4746-b33f-442fcd1ee582 | 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 agree to purchase, up to an aggregate of 18,750,000 Units at $0.16 per Unit for an ... | Label: Closings |
6610f6d7-80f9-4e1f-be54-7592567e9942 | Clause:
The Company shall comply with applicable securities laws by filing a Current Report on Form 8-K, within four (4) Trading Days following the date hereof, disclosing all the material terms of the transactions contemplated hereby, if the Company deems the transactions contemplated hereby to constitute material non... | Label: Publicity |
dc638487-6425-4b2c-93bd-b93ec27ce811 | Clause:
Borrower shall, at its own expense, obtain and carry insurance in amounts and forms as are customarily carried or maintained by similarly situated companies engaged in similar businesses, including insurance against loss or damage to the Collateral and commercial general liability insurance and the key man life... | Label: Insurances |
e3a6c401-bd89-4bfc-9a8d-123b05977430 | Clause:
Except as disclosed in the SEC Documents or the attached Schedule 3c, no shares are reserved for issuance pursuant to the Company’s stock option plans, no shares are reserved for issuance pursuant to securities (other than the Note) exercisable for, or convertible into or exchangeable for shares of Common Stock... | Label: Capitalization |
07e186ce-e41c-4c7a-9d11-75be9128ccbe | Clause:
During the Employment Period, Executive shall be eligible to participate in the employee and executive benefit plans and programs maintained by the Company from time-to-time in which executives of the Company are eligible to participate, including, to the extent maintained by the Company, life, medical, dental,... | Label: General |
572713c9-18d3-4a88-8834-0873b6866b96 | Clause:
All taxes, governmental assessments and other outstanding governmental charges (including, without limitation, water and sewage charges), or installments thereof, which could be a lien on the related Mortgaged Property that would be of equal or superior priority to the lien on the related Mortgage and that have... | Label: Taxes |
4b5a0f61-f274-43fc-a99d-05e238f48694 | Clause:
There is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulato... | Label: Litigations |
8ead10a1-7488-4805-9f12-1f631cfa9e3b | Clause:
THIS LIMITED WAIVER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority... | Label: Governing Laws |
61eafdec-d2c1-49b6-9bdb-70e3ef87efdd | Clause:
Executive represents and warrants that neither his execution of this Agreement nor his performance under this Agreement will (i) violate, conflict with or result in a breach of any provision of, or constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under, ... | Label: No Conflicts |
0889640c-8f5a-4ad0-85c3-f07ff77dbec1 | Clause:
The parties hereto agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that, prior to the termination of this Agreement, the parties shall be entitled, without posting a bond or similar indemnity, to an injunction or injunctions... | Label: Specific Performance |
3a5d6a94-602a-46f5-a2cf-b2f7c9f5e2ee | Clause:
This Agreement, constitutes the entire agreement between the Parties concerning bonus payments to be made to Employee in connection with Employee's employment by the Company, and replaces all prior agreements, understandings and negotiations (whether oral or written) between the Parties regarding bonuses to be ... | Label: Entire Agreements |
73215364-3ae3-4f87-bf06-d06c02a45507 | Clause:
Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, use any Credit Extension or the proceeds of any Credit Extension, or lend, contribute or otherwise make available such Credit Extension or the proceeds of any Credit Extension to any Person, to fund any activities of or... | Label: Sanctions |
e873739d-0d41-45ba-b18d-b21a84d09c2f | Clause:
No employee of a member of a Combined Group or an Affiliate, or other person, shall have any claim or right to be granted an Award under the Plan or, having been selected for the grant of an Award, to be selected for a grant of any other Award. There is no obligation for uniformity of treatment of Participants ... | Label: Waivers |
b87ca8d4-91d6-4245-985d-eab5679c86b2 | Clause:
Except as listed in Schedule 4.3 of the Disclosure Memorandum, Seller does not, directly or indirectly, own or control or have any capital or other equity interest or participation in (or any interest convertible into or exchangeable or exercisable for, any capital or other equity interest or participation in),... | Label: Subsidiaries |
066018cd-8c50-4c23-9874-48b05c62c40e | Clause:
Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company in care of the Secretary of the Company at the Company’s principal office, and any notice to be given to Grantee shall be addressed to Grantee at Grantee’s last address reflected on the Company’s records. B... | Label: Notices |
2771fd4a-ad09-4a7b-bc58-340088d355ed | Clause:
In the event that any of the provisions of this Agreement are held to be unenforceable or invalid by any court of competent jurisdiction, Owners and Ser vice Provider shall negotiate in good faith to reach an equitable adjustment in the provisions of this Agreement with a view toward effecting the purpose of th... | Label: Severability |
c010f157-a17a-40b9-a563-3dd06ddf31c6 | Clause:
THIS FIRST AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED 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... | Label: Governing Laws |
c5f23976-67da-46f2-8bae-59aa3fcbe802 | Clause:
This Release and the Agreement constitute the entire agreement of the Parties in respect of the subject matter contained herein and therein and supersede all prior or simultaneous representations, discussions, negotiations and agreements, whether written or oral. This Release may be amended or modified only wi... | Label: Entire Agreements |
f16182b9-55f3-45ee-a299-9731d8e458aa | Clause:
To the extent Agent is not reimbursed and indemnified by Borrowers, each Lender will reimburse and indemnify Agent in proportion to its respective portion of the outstanding Advances and its respective Participation Commitments in the outstanding Letters of Credit and outstanding Swing Loans (or, if no Advances... | Label: Indemnifications |
d26c8717-1742-4860-a435-0c0f2995663f | 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 of 1934, as amended (the “ Exchange Act ”), including pursuant to Section 13(a) or 15(d) of the Exchange Act, for the two years preceding the date... | Label: Financial Statements |
a0cf0943-9502-4d3f-a55b-89a96d328386 | Clause:
In addition to and not in lieu of the other covenants of Seller set forth in the Agreement, from the date of this Amendment until the Closing, Seller shall cooperate with Purchaser in good faith and use commercially reasonable efforts, at no material cost or expense to Seller, to obtain prior to the Closing: (1... | Label: Amendments |
4d1e1c5f-8e6e-47ce-a99b-e661fd71e4d2 | Clause:
The unaudited financial statements for the twelve (12) months ended December 31, 2015 and for the stub period ended on November 30, 2016 that have been provided to the Buyer (the “Financial Statements”) fairly and accurately present the results of operations of ETI for the periods covered thereby in all materia... | Label: Financial Statements |
ca7af235-cd26-449e-9e46-898372e55484 | Clause:
During the Term of this Agreement and following termination of employment, for any reason, the Confidential Information shall be held by the Executive in the strictest confidence and shall not, without the prior express written consent of the Company, be disclosed to any person other than in connection with the... | Label: Confidentiality |
fa79bc4e-180e-4123-b245-35fa8f158c14 | Clause:
Each of the Parties acknowledges and agrees that the other Parties would be irreparably damaged in the event that any of the provisions of this Parental Guarantee Agreement were not performed or complied with in accordance with its specific terms or were otherwise breached, violated or unfulfilled. Accordingly,... | Label: Specific Performance |
875b9133-1426-4392-8114-5340ff009efd | Clause:
The Residence Option may be exercised by Executive’s delivery of written notice to the Company pursuant to the notice provisions of this Agreement at any time during the Residence Option Term. The Residence Option Term shall begin on the Effective Date and end at 5:00 p.m. U.S. Central Time 18 months following ... | Label: Terms |
276b1ae2-0eef-4ea6-858e-822cc34c3791 | Clause:
The Debtor and the Subordinated Creditors jointly and severally represent and warrant that they have authority to enter into this Agreement and the persons signing for each party are authorized and directed to do so.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreement... | Label: Authority |
6fe3b8f5-92a5-4ab1-be49-669eb86b89e8 | Clause:
This Agreement shall be deemed executed and delivered by the parties upon the execution of the individual Award Certificate issued to the Grantee in connection herewith, which Award Certificate shall be executed by an authorized officer of the Company and may be executed in any number of counterparts, each of w... | Label: Counterparts |
611ca35f-74d3-46c0-ac82-95331f178fb7 | Clause:
The Plan may be executed in any number of counterparts, each of which shall be deemed an original. The counterparts shall constitute one and the same instrument, which shall be sufficiently evidenced by any one thereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreem... | Label: Counterparts |
36044455-9d58-4e05-95bf-3f27e309bd8f | Clause:
All payments to be made by the Borrower shall be made free and clear of and without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrower hereunder shall be made to the Administrative Agent, for the account of the ... | Label: General |
dba6e45b-37a8-4e28-9090-28781ebda81f | Clause:
Employee shall be entitled to a lump sum payment in an amount equal to Employee’s earned but unpaid annual base salary and accrued but unused vacation pay for the period ending on the Termination Date, with such payment to be made on the first payroll date following the Termination Date.
Task: Classify this cl... | Label: Vacations |
99504422-194a-44d7-9e60-5131b42730e3 | Clause:
If any portion or provision of this Agreement shall, to any extent, be declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of this Agreement, or the application or such portion or provision in circumstances other than those as to which it is so declared illegal or unenforc... | Label: Severability |
5484fd71-9bfb-4b1d-9dde-821ba0f6e9b4 | Clause:
Participant acknowledges that the PSUs and the Shares subject to the PSUs are subject to adjustment, modification and termination in certain events as provided in this Agreement and Section 12.2 of the Plan.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendm... | Label: Adjustments |
b3e1ebfc-9e27-49f2-a13e-e436cb154c4a | Clause:
This Agreement has been duly executed and delivered by Seller and, assuming the due execution and delivery of this Agreement by the Company, constitutes a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as limited by applicable bankruptcy, insolvenc... | Label: Authorizations |
409eefea-d5dc-4834-9ea8-3119f38eb07d | Clause:
Each party hereby waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in respect of any suit, action or proceeding arising out of this Agreement or any transaction contemplated hereby. Each party ( i ) certifies that no representative, agent or attorney of any oth... | Label: Waiver Of Jury Trials |
ad2abeac-4a0f-4adc-a6d4-a31492b35d52 | Clause:
No member of the Committee or the Board shall be liable for any action or determination made in good faith with respect to the Plan. To the fullest extent permitted by law, each person who is or shall have been a member of the Committee or the Board shall be indemnified and held harmless by the Company against ... | Label: Indemnifications |
b95d3bed-bf60-4de7-8568-3b87d92a574d | Clause:
This Agreement shall be interpreted in accordance with, and governed by, the laws of New York, without regard to the conflicts of law principles thereof (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law).
Task: Classify this clause into ONE of these types (exactly one label):
Adjus... | Label: Governing Laws |
7313c3a8-2a0f-4781-a76e-ac455f2cfdf8 | Clause:
Each Lender hereby irrevocably appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers hereunder as are delegated to the Administrative Agent by the terms hereof, together with such powers as are reasonably incidental thereto. Neither the Administ... | Label: Authorizations |
8de1324f-fc9e-4d1f-806e-a25e4d719c18 | Clause:
Any notice hereunder shall be sufficient if in writing and telefaxed to the party or sent by certified mail, return receipt requested and addressed as identified in the Asset Purchase Agreement dated __________, 20__.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreemen... | Label: Notices |
a3bae9e4-dd07-43fc-b4a2-f106c085557f | Clause:
During your service as Non-Executive Chairman, and solely for your convenience, the Company shall provide you with an office at such location or locations as you and the Company shall mutually determine, access to the Company’s telephone, email and computer systems and appropriate administrative support; provid... | Label: Expenses |
3a2295c8-bba8-4ae7-a79e-18126430bcdd | Clause:
Except as may be otherwise provided herein, this Agreement shall be governed by and construed in accordance with the laws of the State of California, applied without reference to principles of conflict of laws.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Ame... | Label: Applicable Laws |
f70f9f1b-7e8a-4459-8fe8-128573d9a3f1 | Clause:
The Service Provider will invoice each Service Recipient from time to time, as determined by the Service Provider in its sole discretion, subject to the provisions of this Section 3.2 . Service Recipients will pay undisputed invoiced amounts promptly after the receipt of each such invoice. The Service Provider... | Label: Payments |
f639b6e3-ea7a-42a2-bdb9-808482d5dc66 | Clause:
This Contract contains the entire agreement between the parties relating to the transaction contemplated hereby and all prior or contemporaneous agreements, understandings, representations or statements, oral or written, are superseded hereby.
Task: Classify this clause into ONE of these types (exactly one lab... | Label: Entire Agreements |
722f005d-ef33-44d9-8598-2ad4093201a6 | Clause:
The Company has furnished to Buyer the following financial statements (collectively, the “ Financial Statements ”), true and complete copies of which Financial Statements are attached hereto as Schedule 3.12 : (i) consolidated unaudited balance sheets and statements of income, changes in stockholders’ equity, a... | Label: Financial Statements |
32b69c84-2845-4dec-8394-f8b1477e28a6 | Clause:
Promptly upon the reasonable request by the Administrative Agent or the Collateral Agent, (i) correct any material defect or error that may be discovered in any Loan Document or in the execution, acknowledgment, filing or recordation of any Security Document or other filing, document or instrument relating to C... | Label: Further Assurances |
5f6914dc-2bc1-4aa3-ba9c-bb818ca2f0b1 | Clause:
The Partnership may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Partnership or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Partnership would have the power to i... | Label: Insurances |
545b390b-5b35-4ca3-b09e-53153b3ebd88 | Clause:
This Option shall be subject to the terms of the Company’s Compensation Recoupment Policy as in effect from time to time.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assi... | Label: Forfeitures |
be4fa99c-4817-41ce-a242-1b633d40dfa4 | Clause:
Neither Borrower nor Operating Lessee is a party to any agreement or instrument or subject to any restriction which would reasonably be expected to materially and adversely affect Borrower and Operating Lessee, taken as a whole, or any Individual Property, or, taken as a whole, Borrower’s and Operating Lessee’s... | Label: Agreements |
da2c15cb-d2e5-41da-b193-fbd5c54ceb96 | Clause:
The execution, delivery and performance by Credit Parties of the Credit Documents to which they are parties and the consummation of the transactions contemplated by the Credit Documents do not and will not (a) violate in any material respect any provision of any Applicable Laws relating to any Credit Party, any... | Label: No Conflicts |
63aaa1e5-fd0a-41d2-9f39-ec254272fdcb | Clause:
THE PARTIES TO THIS AGREEMENT EACH HEREBY WAIVES, AND AGREES TO CAUSE ITS AFFILIATES TO WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (i) ARISING UNDER THIS AGREEMENT OR (ii) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEA... | Label: Waiver Of Jury Trials |
f4156770-412f-45e2-b038-e72e59729d54 | Clause:
In connection with payments under Sections 6.2(b) , (c) , or (f) , the Company shall deliver a release to the Employee or the Employee’s legal representative within ten (10) calendar days of the Employee’s termination of employment. No payments pursuant to Sections 6.2(b) , (c) , or (f) , shall be made prior t... | Label: Releases |
b54b403b-d3a6-40b3-8017-510676f19986 | Clause:
In the event of a breach or threatened breach by the Executive of this Section 4, the Executive hereby consents and agrees that the Company shall be entitled to seek, in addition to other available remedies, a temporary or permanent injunction or other equitable relief against such breach or threatened breach f... | Label: Remedies |
c1df3be3-e58f-438f-bac0-8625de2c75cb | Clause:
No action, suit or proceeding shall have been instituted and be continuing or be threatened by any person to restrain, modify or prevent the carrying out of the transactions contemplated hereby, or to seek damages in connection with such transactions, or that has or could have a material adverse effect on AGRO.... | Label: Litigations |
1f5a1c4b-b5ab-4f3f-9404-a48dce995e0a | Clause:
The execution and delivery by the Borrower of this Amendment and the performance by the Borrower of this Amendment, the Credit Agreement, as amended by this Amendment, and the Fee Letter in accordance with their respective terms, do not and will not, by the passage of time, the giving of notice or otherwise: (i... | Label: Compliance With Laws |
43611926-8dc3-4754-a75b-2ae224190194 | Clause:
Subtenant and Sublandlord each warrants to the other that in connection with this Lease it has not employed or dealt with any broker, agent or finder, other than Sublandlord’s broker, Serten Advisors, LLC (the “ Broker ”). Subtenant shall pay any commission or fee due to the Broker in connection with the New Le... | Label: Brokers |
30a7acca-f7e7-4515-a1e0-6a4c65efd831 | Clause:
(a) In consideration of Conduit Assignee’s payment of $[_______] to (or at the direction of) Conduit Assignor, which amount equals the aggregate outstanding principal of the assigned Loans owing to Conduit Assignor as of the date hereof under the Agreement (the “ Assignment Price ”), Conduit Assignor ... | Label: Assignments |
125358fd-e30d-4b50-8c28-3d7802e93133 | Clause:
Executive acknowledges and agrees that the Company’s remedies at law for a breach or threatened breach of any of Sections 7, 8 or 9(a) (each a “Covenant” and together the “Covenants”) would be inadequate and the Company would suffer irreparable damages as a result of such breach or threatened breach. In recogni... | Label: Specific Performance |
7b986cba-54f5-4ffa-becf-b699d843e599 | Clause:
The execution, delivery and performance of this Agreement by the Holder and the consummation by the Holder of the transactions contemplated hereby do not and will not: (i) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to oth... | Label: No Conflicts |
11a38a60-c8f1-4aca-bba2-e743c44501d9 | Clause:
As a condition to Executive’s receipt of any post-termination benefits pursuant to Section 5(a) above (other than the Accrued Obligations), Executive shall execute and not revoke a general release of all claims in favor of the Company (the “ Release ”) in the form substantially similar to that attached hereto a... | Label: Releases |
3ddba219-d42c-4d23-a632-54d7fdfa2aaf | Clause:
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but both of which together shall constitute one and the same instrument. This Agreement may be executed and delivered by e‑mail of a .pdf, .tif, .jpeg or similar attachment (“ Electronic Delivery ”), and any su... | Label: Counterparts |
cb828a07-3d13-4bbd-9844-9d6d97ded4b0 | Clause:
Except as set forth on Schedule 5.6, there is no suit (at law or in equity), claim, action, judicial or administrative proceeding, arbitration or governmental investigation now pending or, to the best knowledge of Seller threatened, (i) arising out of or relating to any aspect of the Business, or any part of th... | Label: Litigations |
f61ed13e-58bc-4c34-9397-1d1fb62ea98b | Clause:
EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION (I) ARISING UNDER THIS AGREEMENT OR FROM SUCH PARTIES PERFORMANCE UNDER THIS AGREEMENT OR FROM THE FORMATION, BREACH, TERM... | Label: Waiver Of Jury Trials |
f2b4655a-058e-4c10-8e7c-38edb2cf1f55 | Clause:
The headings in this Proxy Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning of terms contained herein.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals... | Label: Headings |
56ccba50-8828-4151-a8a3-8be4788b7e23 | Clause:
Each party shall be responsible for any sales and occupancy taxes payable on any revenue received by it from the Property pursuant to the terms of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, ... | Label: Sales |
44850121-f826-4da4-8652-f9e6f6ab18a7 | Clause:
All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that al... | Label: Governing Laws |
e9c246c8-91dc-4bf1-a160-1cabc0aa17ee | Clause:
There is no Action which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Securities or (ii) except as specifically disclosed in the SEC Reports would, if there were an unfavorable decision, individually or in the aggregate, have or reasonab... | Label: Litigations |
d5a5fc31-2950-44ef-b1c6-4f0abc6e8c13 | Clause:
The Purchaser is duly organized, validly existing and in good standing under the Laws of its jurisdiction of incorporation, as applicable, and is a U.S. Person, and has all requisite power and authority necessary to carry on its business as it is now being conducted and is duly licensed or qualified to do busin... | Label: Organizations |
47ccf5ed-2b7f-410c-bb1b-812eb39ca31b | Clause:
This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and may not be modified other than by written instrument ... | Label: Miscellaneous |
3158c250-d8ee-42bc-90b4-4d395781d444 | Clause:
Maintain in effect policies and procedures designed to promote compliance by the Borrower, the Subsidiaries, and their respective directors, officers, employees, and agents with the FCPA and any other applicable anti-corruption laws.
Task: Classify this clause into ONE of these types (exactly one label):
Adjus... | Label: Anti-Corruption Laws |
796db1cb-57bc-4dde-9efb-2a9fcd710e9f | Clause:
This Agreement sets forth the exclusive contract terms between the Parties with respect to, and shall apply to, all orders for the Drug Product. Any terms in a Purchase Order, sales order, invoice or other notice submitted by either Party to the other Party that are different from or additional to the provision... | Label: Integration |
eebe6326-4280-43e4-a6f5-53c1c9f747b9 | Clause:
Authorization; Binding Agreement . If such Stockholder is not an individual, such Stockholder is duly organized, validly existing in good standing under the laws of the jurisdiction in which it is organized, and the execution, delivery of this Agreement by such Stockholder and the consummation of the transactio... | Label: Organizations |
9c1a1b3e-2000-4c8f-9d6a-108932699f34 | Clause:
No Default or Event of Default shall exist as on the date of such initial advance or shall occur as a result of making such initial advance.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration... | Label: No Defaults |
cc8191a5-0033-4ead-a364-253fb769086c | Clause:
Any concession or tolerance of a breach by any of the Parties of any obligation related to this Agreement will be considered mere indulgence and will not result in novation, a usable precedent, tacit alteration of its terms, waiver of rights, or an acquired right of the other Party.
Task: Classify this clause ... | Label: Enforceability |
8749700e-6b94-4c37-ac92-228a89397779 | Clause:
The Borrower and each other Loan Party irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the courts of the State of New York sitting in New York County and of the United States District Court for the Southern District of New York and any appellate court from ... | Label: Submission To Jurisdiction |
5ccb952f-117f-4e0f-a6cc-3206a7921353 | Clause:
Immediately prior to the sale or contribution of such Originator’s right, title and interest to, in and under a Transferred Receivable originated by such Originator, the Related Security relating thereto and the Collections thereof by such Originator hereunder, such Originator shall have good and valid rights i... | Label: Titles |
5a07dad2-87c1-49fe-9019-ef11ed9be3ef | Clause:
This Subscription is the entire and fully integrated agreement of the parties regarding the subject matter hereof, and there are no oral representations, warranties, agreements, or promises pertaining to this Subscription, or the Securities, whether set forth in any presentations other documents or information ... | Label: Entire Agreements |
544e1fa5-0e23-4a21-bb03-33cccc21a904 | Clause:
The Pledgor agrees that, from time to time upon the written request of the Pledgee, it will execute and deliver such further documents and do such other acts and things as the Pledgee may reasonably request in order fully to effect the purposes of this Agreement.
Task: Classify this clause into ONE of these ty... | Label: Further Assurances |
6f0439dc-a4bf-40c3-9576-410bae0d7195 | Clause:
(a) None of the terms or provisions of this Guaranty may be waived, amended, supplemented or otherwise modified except in accordance with Section 8.01 of the Credit Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Appl... | Label: Amendments |
864d5e96-c1ba-4750-8f74-5262e56a2412 | Clause:
This Agreement, the Business Combination Agreement, and the Ancillary Agreements, including any related annexes, exhibits and schedules, as well as any other agreements and documents referred to herein and therein, shall together constitute the entire agreement between the Parties relating to the transactions c... | Label: Entire Agreements |
a090ceda-0536-410d-9f7d-563b412e0cd1 | Clause:
Each Party shall comply, at its own expense, with the provisions of all applicable municipal requirements and those state and federal laws that may be applicable to the performance of this Agreement, including the performance of the Transition Services hereunder. Notwithstanding anything to the contrary in this... | Label: Compliance With Laws |
62d26139-ee46-401e-9c27-9a41820c7dfa | Clause:
Except with the approval of the Committee, the Participant shall not disclose to any person, and shall preserve the confidentiality of, the performance vesting terms set forth in this Award Agreement. The foregoing restrictions on disclosure shall not apply to disclosures required by law or disclosures to the ... | Label: Confidentiality |
087701bb-0f43-4d65-aa5c-3a05fba90404 | Clause:
Any dispute or disagreement between the Grantee and the Company with respect to any portion of this Restricted Stock Award or its validity, construction, meaning, performance or the Grantee’s rights hereunder shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arb... | Label: Arbitration |
fbdaf9b9-83b8-4297-9f76-7a32c678f446 | Clause:
Executive’s Base Salary, Target Bonus, and other compensatory arrangements will be subject to review and adjustment in accordance with the Company’s applicable policies, subject to the last sentence in Section 3(a) and Executive’s ability to resign for Good Reason and receive severance benefits as set forth in ... | Label: Adjustments |
2de8f67c-c4c6-4822-823a-4b464dcdbb15 | Clause:
At all times on and after the Separation Date the Executive will not, directly or indirectly, make any disparaging statements, written or oral, about the Company or any of its directors, officers, Executives, stockholders, investors, lenders, affiliates, managers, members, partners, agents, attorneys or represe... | Label: Non-Disparagement |
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