id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
dba815ba-2371-40a2-a0df-c684935d19b4 | Clause:
Notices and all other communications contemplated by this Plan shall be in writing and shall be deemed to have been duly given either (i) when personally delivered or sent by facsimile or (ii) five (5) days after being mailed by U.S. registered or certified mail, return receipt requested and postage prepaid. In... | Label: Notices |
70936aa1-c618-4dc5-b1a5-385d769f32d4 | 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 email attac... | Label: Notices |
189a95fb-56fa-4aab-a166-414a148ade56 | Clause:
By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the applicable Issuing Bank or the Lenders, the applicable Issuing Bank hereby grants to each Lender, and each Lender hereby acquires from such Issuing Bank, ... | Label: Participations |
81bfa757-fec5-4f34-a162-e0c399ba118c | Clause:
If any provision of this Agreement is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction or would disqualify this Agreement or the Performance Stock Units under any applicable law, such provision shall be construed or deemed amended to conform to applicable law (or if such provi... | Label: Severability |
f59aa24e-1c97-4fdc-bfb3-677f7843db88 | Clause:
On the Closing Date, the Service Provider shall have the right (the “ Rights ”) to receive an additional [ ] 3 shares of Common Stock (subject to proportionate adjustment for any stock split or combination or similar recapitalization event) (the “ Additional Shares ”), representing the balan... | Label: General |
948b5e74-fc2c-43ed-9aed-eb6ca3d2998b | Clause:
In the event that any one or more of the provisions of this Letter Agreement shall be held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remainder of this Letter Agreement shall not in any way be affected or impaired thereby.
Task: Classify this clause into ONE of th... | Label: Severability |
246f0bd7-7c7e-4f98-aa0f-b94b84c8041c | 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. A set of counterparts executed by all the parties ... | Label: Counterparts |
1f17bd74-2420-4ad3-a942-24c36b823b5d | Clause:
This Agreement and any claim, controversy or dispute arising under or related to this Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina applicable to agreements made and to be performed in such state.
Task: Classify this clause into ONE of these types (exac... | Label: Governing Laws |
06e0ed47-76a3-4b6d-91ea-d9979bb4faff | Clause:
This Amendment shall be governed by, and construed under the laws of the State of Florida with further choice of courts located in Broward County, Florida.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approva... | Label: Governing Laws |
7facfa29-cec6-472d-941d-a33f1e4d74db | Clause:
This Agreement shall be subject to and be interpreted, construed and enforced in accordance with the laws in effect in the State of Nevada applicable therein to the exclusion of any conflicts of laws rules, which would refer the matter to the laws of another jurisdiction. Each Party accepts the exclusive jurisd... | Label: Governing Laws |
663b9605-b315-490f-8110-7f5676bc585e | Clause:
Capitalized terms used by not defined herein shall have the respective meanings given to such terms in the Participation Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignm... | Label: Definitions |
7275e012-d1ca-437c-a6ec-3a8c81caceb7 | Clause:
This Plan is adopted, and is to be effective, as of the first day of Progressive’s 2017 fiscal year. This Plan shall be effective for the 2017 Plan year and for each Plan year thereafter unless and until terminated by the Committee.
Task: Classify this clause into ONE of these types (exactly one label):
Adjust... | Label: Effective Dates |
26d19a1e-e4dd-4502-b5d0-70317ee105a6 | Clause:
This Agreement shall inure to the benefit of and be binding upon each of the Parties, and their respective successors. This Agreement shall not be assignable by any Party without the prior written consent of the other Party. The Company shall require any successor, whether direct or indirect, to all or substant... | Label: Benefits |
51dd54f7-d4e6-41dc-9afd-08e108d1bafb | Clause:
Subject to the rules and limitations in this Section 3.2 and in Article 5, each Participant who is an Eligible Employee may make After-Tax Contributions through authorizing the after-tax payroll deduction of 1% to 5% (in 1% increments) of his or her Regular Eligible Compensation for each pay period.
Task: Clas... | Label: General |
2bd7f77b-e6a0-485e-b9a1-598c62a6b503 | Clause:
Each Grantor will, at its expense, at any time and from time to time, promptly execute and deliver all further instruments and documents and take all further action that the Collateral Agent may reasonably request in order to: (i) perfect and protect the security interest of the Collateral Agent created hereby;... | Label: Further Assurances |
94774d6e-49d0-4ec8-bc11-05c540e44cdf | Clause:
Seller shall have executed and delivered an Assignment and Assumption Agreement, substantially in the form attached hereto as Exhibit H (the “ Assignment and Assumption Agreement ”).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Law... | Label: Assignments |
ea6aa8df-5e79-422a-8bb7-20e181932a85 | Clause:
Subject to Section 2.2(a) above, the Award shall vest and Restrictions shall lapse in accordance with the vesting schedule set forth in the Grant Notice (rounding down to the nearest whole Share, except in the case of the final vesting event). In addition, in the event that the Participant incurs a Termination ... | Label: Vesting |
fd34815f-5407-4b1d-88c3-8ba711a9f47e | Clause:
The Conversion Shares are duly authorized and reserved for issuance and, upon conversion of the Notes in accordance with its respective terms, will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject... | Label: Capitalization |
1defbc14-eb16-4e90-8c0b-14e54c934bb1 | Clause:
Within sixty (60) days following the applicable Vesting Date, the Director shall receive the number of shares of Common Stock that correspond to the number of RSUs that become vested on the applicable Vesting Date.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements,... | Label: General |
db6dc4c4-e6b0-4ed1-b7ef-9b65755cdb1e | Clause:
The Arrangers and the Administrative Agent shall have received all fees required to be paid, and all reasonable costs and expenses required to be paid and for which invoices have been presented (including the reasonable fees and expenses of legal counsel), on or before the Effective Date.
Task: Classify this c... | Label: Expenses |
4dd08679-067d-436f-bac7-30886b1bfbc7 | Clause:
THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE ... | Label: Governing Laws |
452c075c-d0e7-4bac-b919-3654ff4f4d18 | Clause:
A list of all Registered Intellectual Property of each Credit Party and all material in-bound license or sublicense agreements, exclusive out-bound license or sublicense agreements, or other rights of any Credit Party to use any Material Intangible Asset (but excluding in-bound licenses of over-the-counter soft... | Label: Intellectual Property |
93e63f43-cd4d-4d9c-b3d1-fb71b0f836e1 | Clause:
The closing of the transactions contemplated by this Agreement shall occur simultaneously with the other Bridge Financing closings, and which shall occur only upon completion of both of the following: (i) Lucosky Brookman’s receipt of all items required to be delivered prior to Closing as set forth in Section 1... | Label: Closings |
36ffb399-594f-4428-a495-859d7f00e170 | Clause:
This Agreement and the Schedules hereto constitute the entire agreement between the Parties pertaining to the subject matter hereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assign... | Label: Entire Agreements |
0b795adf-5980-4e10-a51e-36f6504f50f2 | Clause:
During the Employment Period, Executive will be entitled to four weeks of paid vacation per calendar year, subject to and in accordance with the Company’s vacation policies. In accordance with Company policy, vacation days cannot be accrued and any vacation days not used in any calendar year will be forfeited.
... | Label: Vacations |
26875eb1-bd16-4255-b8e4-7b5579b334c6 | Clause:
The Borrower and Administrative Agent may continue to deal solely and directly with the assigning Lender in connection with the interest so assigned to an Assignee Lender (or to an affiliate of such Lender) until such time as (i) written notice of such assignment, together with payment instructions, addresses a... | Label: Assignments |
0dd5879d-05cf-4f7c-9cb9-c916d0c58849 | Clause:
The parties hereto agree that failure of any party to perform its agreements and covenants hereunder, including a party’s failure to take all actions as are necessary on such party’s part in accordance with the terms and conditions of this Warrant to consummate the transactions contemplated hereby, will cause i... | Label: Specific Performance |
3f227cf3-280f-43bf-8ea9-494a2fae2f07 | Clause:
To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), a Borrower shall hand deliver or facsimile transmission (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Bank) to the Issuing Bank an... | Label: Amendments |
2c140558-af75-41ad-8f2c-7eb11db7f60a | Clause:
Except as otherwise provided in the terms of the Award Agreement, upon termination of a Participant’s employment or service to the Company and its Affiliates or membership on the Board or the board of directors of an Affiliate, whichever is applicable, for any reason during the applicable Restricted Period, all... | Label: Forfeitures |
2b9309c1-239c-41c9-ab9b-f5e99878c33d | Clause:
Any Performance Shares that are not earned pursuant to Section 4 shall be forfeited.
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 ... | Label: Forfeitures |
06f30f20-8bee-4d40-9fae-18dbfc9b54ab | Clause:
Neither Borrower nor any subsidiary or affiliate of Borrower is in violation of any anti-terrorism law or engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any anti-terrorism law.
T... | Label: General |
fdf42812-7b3a-41d1-a307-aa0608d68490 | Clause:
This Lease and the rights and obligations of the parties hereto shall be interpreted, construed, and enforced in accordance with the laws of the state in which the Property is located.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption L... | Label: Governing Laws |
a1c5c6a9-51a9-4e11-94a1-f76df98a6ac7 | Clause:
The term of employment under this Agreement shall begin no later than March 1, 2017 (“Commencement Date”), and continue for a period of two (2) years (“Initial Term”) and shall automatically renew for additional 1 (one) year terms, unless terminated as provided in Article VI below. The Initial Term and any addi... | Label: Terms |
40d28b5d-309e-4de3-8e70-b68a9b29b3a7 | Clause:
If any provision of this Agreement or the application thereof to any Person or circumstance is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof, or the application of such provision to Persons or circumstances other than those as to which it h... | Label: Severability |
de789fd4-a05f-48b0-b9f3-64303079bbda | Clause:
In accordance with the requirements of the Exchange Act, the Company shall cause a Current Report on Form 8-K relating to the transactions contemplated pursuant to the Transaction Documents to be transmitted to the SEC for filing, which Form 8-K shall be reasonably acceptable to each Lender, disclose the materi... | Label: Disclosures |
f51c0c26-b206-4188-a5d0-48fe25457fce | Clause:
All federal, and material state and local tax returns required to be filed by the Company have been filed with the appropriate governmental agencies and all taxes due and payable by the Company have been timely paid. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of a... | Label: Taxes |
1158335b-2624-4667-ac90-1a6f1bce8d24 | Clause:
The execution, delivery and performance by each Credit Party of the Operative Documents to which it is a party are within its powers, have been duly authorized by all necessary action pursuant to its Organizational Documents, require no further action by or in respect of, or filing with, any Governmental Author... | Label: Organizations |
5d6e4547-13a9-4f80-8570-70cb63b0d9f4 | Clause:
No Incentive Stock Option shall be exercisable after the expiration of ten (10) years from the date of its grant or such shorter period specified in the Option Agreement; provided, however , that an Incentive Stock Option granted to a Ten Percent Shareholder shall be subject to the provisions of Section 5(b).
... | Label: Terms |
d62ce009-4149-443c-9d8f-6cf1ec05c7f7 | Clause:
The obligations imposed by, and the provisions of, this Agreement are severable and should be construed independently of each other. If any court of competent jurisdiction determines that any provision of this Agreement is invalid or unenforceable, then such invalidity or unenforceability shall have no effect ... | Label: Severability |
9cc9cac1-ace3-4ed9-aa96-59119f296f81 | Clause:
No Loan Party or any of its Subsidiaries is in violation of (i) any of its Governing Documents, (ii) any material Requirement of Law, or (iii) any material term of any material Contractual Obligation (including, without limitation, any Material Contract) binding on or otherwise affecting it or any of its proper... | Label: Compliance With Laws |
e1cec9e4-ec9b-4b3e-92f7-b4ea79ab0c17 | Clause:
The parties hereby agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to an injunction or injunctions to prevent bre... | Label: Specific Performance |
1a308331-2957-44ca-ac74-d1d0a4e0f68a | Clause:
Neither Party may waive or release any of its rights or interests in this Agreement except in writing. The failure of either Party to assert a right hereunder or to insist upon compliance with any term of this Agreement shall not constitute a waiver of that right or excuse a similar subsequent failure to perfor... | Label: Waivers |
4cd17573-b532-4943-b083-2707bf904a74 | Clause:
Notwithstanding Paragraph 6 above, if the Grantee incurs an involuntary Termination of Service (other than due to Cause) (a) during the two year period immediately following a Change in Control that occurred after the Grant Date, and (b) before the Vesting Date, any RSUs that had not vested prior to the date of... | Label: Change In Control |
660717f6-38d7-4274-92ad-b033b75a7bbd | Clause:
Subject to the provisions of this Section 7 and Section 8 , all representations, warranties, covenants and obligations of the Parties contained in this Option and in the agreements, instruments and other documents delivered pursuant to this Option will survive the Closing and the consummation of the Contemplate... | Label: Survival |
75792137-7e43-4d55-94ef-f00e2a73e941 | Clause:
Each Granting Party shall remain liable for any deficiency if the proceeds of any sale or other disposition of the Security Collateral are insufficient to pay in full, the Loans and, to the extent then due and owing, all other Obligations of such Granting Party and the reasonable fees and disbursements of any a... | Label: Waivers |
28408d63-cada-4faa-9487-0148771e35db | Clause:
In the event of the termination of this Agreement (a) with respect to any Services for which the Fee for such Services is charged as a flat monthly rate, if termination occurs other than at the end of the month, the Fee for that month shall be prorated to reflect a partial month, and (b) with respect to any oth... | Label: Adjustments |
16891afb-020d-460c-9df7-5a7f95a0d8d4 | Clause:
After giving effect to the transactions contemplated by this Agreement, and before and after giving effect to the making of each Loan, Borrower is Solvent. No transfer of property has been or will be made by Borrower and no obligation has been or will be incurred by Borrower in connection with the transactions ... | Label: Solvency |
36d8da1e-cb7d-4704-a695-f57940e663b5 | Clause:
Unless the Compensation Committee directs otherwise before a Change of Control, in the event of a Change of Control, UGI shall require any successor or successors (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of UGI, or a ... | Label: Successors |
12f35207-dfb8-4b61-b315-01c486889c77 | Clause:
The covenants set forth in Subsection 3.1 shall terminate and be of no further force or effect upon an Acquisition, as such term is defined in the Warrant.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approv... | Label: Terminations |
a31c6b05-826d-4e8c-a69b-5a94e4fcc8a7 | Clause:
The provisions of this Mortgage are intended to comply, and to be read together with, the laws of the State. Where applicable law is contrary to the provisions of this Mortgage, such applicable law shall prevail if and only to the extent such applicable law is mandatory by its terms, it being the express intent... | Label: Compliance With Laws |
0d2f1cf5-0128-44ce-8e82-ffa7ff424d11 | Clause:
Other than in connection with the IStar Lease Agreement, all consents, authorizations and approvals of, and material filings and registrations with, and all other actions in respect of, any Governmental Authority or other Person required in connection with the making of the Loans, the IWCO Acquisition or the co... | Label: Approvals |
0c0315f6-ccd7-48ec-94e3-a97615cab9dd | Clause:
Neither this Letter Agreement nor any of the rights, interests or obligations under this Letter Agreement shall be assigned or delegated, in whole or in part, by operation of Law or otherwise by any of the parties without the prior written consent of the other party. Subject to the preceding sentence, this Agre... | Label: Assignments |
b5037edb-303a-46d9-b129-2e24a283adb4 | Clause:
This Agreement (together with the documents expressly referred to in it) constitute the entire agreement between the parties in relation to the purchase of the Assets and supersede any previous agreement between the parties in respect of the same.
Task: Classify this clause into ONE of these types (exactly one... | Label: Entire Agreements |
76ce71c9-aebb-41b0-8069-fb74a7e7d5dc | Clause:
This Agreement and the rights and obligations of the parties hereunder shall be governed by and shall be construed and enforced in accordance with, the laws of the State of New York without regard to conflict of law principles that would result in the application of any law other than the law of the State of Ne... | Label: Applicable Laws |
bb9c8917-36c6-4365-ac2c-f1f4feb7240d | Clause:
This Amendment and the Credit Agreement as amended by this Amendment constitute valid and binding agreements of the Borrower, enforceable against the Borrower in accordance with their terms.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corrup... | Label: Binding Effects |
fc6556be-5985-4dde-ab05-1fb1436d14a4 | Clause:
Any and all notices referred to herein shall be sufficient if furnished in writing and sent by registered mail to the parties.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments,... | Label: Notices |
729cdf57-22b0-44ac-b5a0-fac68fe88b3c | Clause:
This Agreement may be executed in two or more counterparts (and by facsimile or electronic transmission), each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agree... | Label: Counterparts |
f97a7d52-32ac-46ed-bf8f-882a05b79d2c | Clause:
In addition to the terms defined above in the introduction and recitals to this Agreement, the following terms when used in this Agreement shall have the meanings set forth in this Section 1.1 .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Co... | Label: Definitions |
132f6e41-8db3-4219-bc75-18a28b534d9d | Clause:
Any notice, report, communication, or consent required or permitted by this License Agreement shall be in writing and shall be sent by a Party (a) by prepaid registered or certified mail, return receipt requested, (b) by overnight express delivery service by a nationally recognized courier, or (c) via confirmed... | Label: Notices |
6d9f29ce-9bd0-480d-9145-0e11e65bcdb9 | Clause:
Payment of all reasonable out-of-pocket expenses required to be paid to the Administrative Agent on the Closing Date as agreed to in writing by the Borrower Representative and the Arrangers prior to the date hereof, in each case to the extent invoiced at least 3 Business Days prior to the Closing Date (or such ... | Label: Fees |
ac850f7e-f64d-44eb-ab1e-f0ccd4f7cc6a | Clause:
All notices provided for or required under this Agreement shall be in writing and delivered personally, mailed or sent via e-mail or express delivery service to the applicable address set forth below. All payments required under this Agreement shall be delivered to the same addresses. All such payments and noti... | Label: Notices |
5068a692-b703-4024-940d-52f5d7fdda77 | Clause:
This Amendment No. 3 may be signed in any number of separate counterparts. Each counterpart, when signed and delivered (including counterparts delivered by facsimile transmission), will be an original, and the counterparts will together constitute one and the same instrument.
Task: Classify this clause into ON... | Label: Counterparts |
33881673-22f0-4865-97bf-e3ad57bde472 | Clause:
On the Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, an aggregate of $8,000,000 of shares of Preferred Stock with an aggregate Stated Value for each Purchaser equal to such Purchaser’s Su... | Label: Closings |
fec8e9be-13d5-4060-b677-adde5dbf42f2 | Clause:
THE PARTIES HEREBY WAIVE, RELEASE AND RELINQUISH ANY AND ALL RIGHTS THEY MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTIONS TO ENFORCE AN ARBITRATOR’S DECISION PURSUANT TO SECTION 11(l) OF THIS AGREEMENT.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amen... | Label: Waiver Of Jury Trials |
df143505-831c-4610-bddf-029f4d1ab1c3 | Clause:
This Second Amendment and all documents referred to herein shall be governed by and construed and interpreted in accordance with the laws of the stated in which the Property is located without regard to its principles of conflicts of law.
Task: Classify this clause into ONE of these types (exactly one label):
... | Label: Governing Laws |
d2e39347-cf72-41e8-811e-cb7774fab906 | Clause:
Subject to the terms and conditions set forth herein, the Borrower may request the issuance of dollar denominated Letters of Credit for its own account or for the account of any of its Subsidiaries, in a form reasonably acceptable to the Administrative Agent and the Issuing Bank, at any time and from time to ti... | Label: General |
7eb4ba91-91f3-41d6-b17a-1193464a4df5 | Clause:
Without Spire’s prior consent, Dowdy will not advertise or otherwise publicize the existence or terms of this Agreement or any other aspect of this relationship.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, A... | Label: Publicity |
e69e57a0-e7bd-4752-91fb-463332487e0c | Clause:
The original effective date of the Plan was January 1, 2011. The “First Restatement Effective Date” of the first amendment and restatement means the date of the 2013 annual meeting of the stockholders of the Company. “Second Restatement Effective Date” of the second amendment and restatement means June 13, 2017... | Label: Effective Dates |
fc60ea7e-76fb-4e61-977c-b181bf012510 | Clause:
Except as set forth in Schedule 3(y) , the Company owns, directly or indirectly, all of the share capital or other equity interests of its Subsidiary free and clear of any Liens, and all of the issued and outstanding share capital of its Subsidiary are validly issued and are fully paid, non-assessable and free ... | Label: Subsidiaries |
799913c0-bc75-4c2f-9dc9-fe8a32cb337a | Clause:
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements between the parties concerning such subject matter, including the Prior Agreement (other than the Restrictive Covenants).
Task: Classify this clause into ONE of thes... | Label: Integration |
99c4c96d-0e4a-4a09-8882-64dde9e2948f | Clause:
This Ninth Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed signature page to this Ninth Amendment by facsimile trans... | Label: Counterparts |
9daffbc5-a02c-4097-8a09-951159fb4069 | Clause:
This Amendment may be executed in one or more counterparts, each of which shall constitute an original but all of which together constitute a single document.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Appr... | Label: Counterparts |
b1494147-5a58-4876-b1ed-709d5a2405b5 | Clause:
This Agreement shall be governed exclusively by and construed according to the laws of the State of Delaware as applied to contracts between Delaware residents entered into and to be performed entirely within Delaware. This Agreement is intended to be an agreement of the type contemplated by Section 145(f) of t... | Label: Governing Laws |
e9db573c-0be4-449d-ae1f-da97fc1c8ac1 | Clause:
All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given upon the earlier of actual receipt, or (a) personal delivery to the party to be notified, (b) when sent, if sent by electronic mail or facsimile (if any) during normal business... | Label: Notices |
dd08fa35-15ef-40d7-be82-b95d2c3fe16b | Clause:
Employee agreed to continue to serve the Company as Chief Executive Officer, reporting to the Board of Directors, through and including the Effective Date which date shall also be the Employment Termination Date (as defined below). Employee will be deemed to be in breach of this Agreement and Employee will rec... | Label: Duties |
c26dcc10-9620-4f14-9d60-10ac295d01bd | Clause:
The parties hereto herby acknowledge and agree that, in accordance with the terms of the Securities Purchase Agreement (as defined in the Warrant), the Company is obligated to present the terms of this offering to each Other Investor; provided that each Other Agreement shall be negotiated separately with each O... | Label: Terms |
275cf8d3-2c28-4c85-a22f-c80ce9939407 | Clause:
As of the date hereof, the authorized capital stock of the Company, and number of shares issued and outstanding, is as set forth in the Company’s most recent periodic report filed with the SEC. No shares are reserved for issuance pursuant to the Company’s stock option plans. Except as disclosed in the SEC Docum... | Label: Capitalization |
c03e6fa7-b3e1-4a42-ae7b-1d2feba87800 | Clause:
Each Phantom Share Award shall constitute an agreement by the Company to issue a specified number of Shares or pay an amount of cash equal to the Fair Market Value of a specified number of Shares, or a combination thereof, to the Participant in the future, subject to the fulfillment during the Restricted Period... | Label: Terms |
9d9320c4-98dc-4067-8f07-29dd59100f2d | Clause:
Concordia University will make all decisions about tuition and fees for all online curriculum programs charged to students in its sole discretion. Concordia University may request research data from Greenwood Hall as neccessary.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustment... | Label: Fees |
4307004d-99a5-48d3-a6fe-5e3a8419e5e7 | Clause:
If any provisions of this Agreement are determined to be invalid or unenforceable by a court of competent jurisdiction, the remainder of the Agreement shall remain in full force and effect without such provision. In such event, the Parties shall in good faith negotiate a substitute clause for any provision decl... | Label: Severability |
06223220-1356-45c4-b27b-f17b6fc5cdf6 | Clause:
Such Seller Party will file all tax returns and reports required by law to be filed by it and will promptly pay all taxes and governmental charges at any time owing. Seller will pay when due any taxes payable in connection with the Receivables, exclusive of taxes on or measured by income or gross receipts of a... | Label: Taxes |
1a00c2e5-ac9c-4a48-adfd-15c1ea785358 | Clause:
Subject to Section 9, Executive agrees to refrain from making, directly or indirectly, now or at any time in the future, whether in writing, orally or electronically (a) any derogatory comment concerning the Company Group or any of its current or former directors, officers, employees or shareholders or (b) any ... | Label: Non-Disparagement |
f197db80-03fc-4341-b71e-7ccf97a9b976 | Clause:
The Borrower shall pay to the Administrative Agent all costs and all reasonable out-of-pocket expenses in connection with the preparation, negotiation, execution and delivery of this Amendment and any documents and instruments relating hereto (which costs include, without limitation, the reasonable fees and exp... | Label: Fees |
4c822cb1-3a0c-4b47-8fed-abb016bea0b8 | Clause:
The provisions of this Article 10 shall survive the termination of this Agreement, indefinitely.
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, Authoriza... | Label: Survival |
bb73e7d3-74e1-41c8-bb9b-17a7323de509 | Clause:
The authorized capital stock of the Company and the outstanding capital stock of the Company (including securities convertible into, or exercisable or exchangeable for, capital stock of the Company) as of December 31, 2016 is set forth on Schedule A and the only changes therein since such date have been de mini... | Label: Capitalization |
73c9424c-76a6-4d6a-b9d6-735a5cac7859 | Clause:
This agreement constitutes the entire understanding among the parties with respect to the subject matter hereof. This agreement may be executed in one or more counterparts.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applica... | Label: Entire Agreements |
8178ca75-c5b0-471f-b2c6-c57d9dd18668 | Clause:
Disability shall have the meaning ascribed to such term in the Plan.
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, Benefits... | Label: Disability |
0319c38f-d619-4411-a4cc-ea88c5a5b6fe | Clause:
ASPZ, represented by CHEN, Junyan, the President, Chief Executive Officer of ASPZ has full power, legal capacity and authority to enter into this Agreement and to consummate the transaction herein contemplated, and to perform all obligations hereunder. This Agreement constitutes the legal, valid and binding obl... | Label: Authorizations |
2d7e8610-b16b-4be5-b3d7-8b8839dded99 | Clause:
The terms of the transaction contemplated in this Agreement, including, without limitation, the Purchase Price, all other financial terms, and all Due Diligence Materials, shall remain confidential and shall not be disclosed by any party hereto without the written consent of the other except (a) to such party’s... | Label: Confidentiality |
8821e993-123a-4795-87f8-a8ebbb39394a | Clause:
All covenants, agreements, representations and warranties made by the Borrower 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 delivery of t... | Label: Survival |
3749c0c4-b6ce-4a0a-9c6c-f2ab3bdf2412 | Clause:
In consideration of Executive’s performance of the responsibilities and duties set forth in this Agreement, the Company will provide Executive the compensation specified in this Agreement. The Company will pay Executive a salary of $164,967.00 per year (“Base Salary”). Such Base Salary will be payable in accord... | Label: Base Salary |
bceab2bb-1f4e-4ce3-8a8c-203db81696dd | Clause:
This Agreement and the Product Authorizations executed by the Parties pursuant to this Agreement embodies the entire agreement and understanding of the Parties with respect to the subject matter of this Agreement and supersede all prior agreements and understandings between the Parties with respect to the trans... | Label: Entire Agreements |
e0f7cd00-763e-4427-818e-9d96e0fc9f4e | Clause:
On termination, Concordia University shall pay Greenwood Hall in full for all Greenwood HallServices rendered up to and including the termination date, any accrued interest on past due amounts, and any other sums due hereunder, all of which shall be paid in accordance with the normal payment schedule set forth ... | Label: Payments |
1f5aadef-74d2-4796-9d55-81eb8181bc4e | Clause:
Each of the Company and its Subsidiaries holds good title to all real property, leases in real property, or other interests in real property (the “ Real Property ”) owned by the Company or any of its Subsidiaries (as applicable). Except as set forth in Schedule 2.28, the Real Property is free and clear of all m... | Label: Titles |
1daf8175-6b02-4066-b075-ed571b463aa1 | Clause:
(a) If (i) any Plan shall be deemed to be in “at risk status” (as defined in Section 430(i)(4) of the Code without regard to Section 430(i)(4)(B) relating to the transition rule), (ii) any Plan shall have had or is likely to have a trustee appointed to administer such Plan, (iii) any Plan is, shall have been or... | Label: Erisa |
997acb31-9f14-4655-9b7b-507bde716b46 | Clause:
As used in this Agreement, unless the context otherwise requires: (a) the terms defined herein will have the meanings set forth herein for all purposes; (b) references to “Section” are to a section hereof; (c) “include,” “includes” and “including” are deemed to be followed by “without limitation” whether or not... | Label: Construction |
f7903652-7a4f-4b55-9dc0-70117ebe2d8e | Clause:
Subject to the terms and conditions contained in this Agreement, the Grant Notice and the Plan, the Performance Share Units shall vest as provided on Exhibit A, except as otherwise set forth in Section 6 of this Agreement. With respect to any Performance Share Unit, the period during which such Performance Shar... | Label: Vesting |
e0a4e80c-4251-4a2a-aa9f-869ea020bb9c | 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 the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder (except as contemplated by Section 5.02(c))... | Label: Successors |
a62e87da-ea38-415f-8a6c-096ad60710b9 | Clause:
EACH PARTY HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT THAT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. Each party hereby (i) certifies that no representative, agent o... | Label: Waiver Of Jury Trials |
955f3792-2482-4721-a634-5fcd50c90b03 | Clause:
Other than consummating the transactions contemplated hereunder, such Purchaser has not directly or indirectly, nor has any Person acting on behalf of or pursuant to any understanding with such Purchaser, executed any purchases or sales, including Short Sales, of the securities of the Company during the period ... | Label: Confidentiality |
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