id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
1bdcc6b5-0aa2-4b2b-94f6-ce1c1a6b1510 | Clause:
NuLeaf Production has filed all required state, federal and local income tax returns and has paid all taxes which are due and payable and knows of no basis for any additional assessment of taxes, including an audit or other proceeding by any taxing authority, the existence of an encumbrance or lien for unpaid t... | Label: Taxes |
74dee1f7-859f-48fc-a3c7-785a856d7282 | Clause:
The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby do not and will not: (i) conflict with or violate any provision of the Company’s certificate or articles of incorporation, bylaws or other organizational or charte... | Label: No Conflicts |
d0611110-2e11-4571-ad81-3800c7a15dcc | Clause:
On the date of execution by the last Party to sign this Agreement (the “ Execution Date ”), this Agreement shall take effect between the Parties, subject to approval by the District Court as provided herein. On the date the Agreement is approved by the District Court by the entry of the Bar Order (the “ Effecti... | Label: Effectiveness |
29375f08-933c-4663-8311-95f52dc64ec2 | Clause:
Each party hereto shall promptly execute, deliver, file or record such agreements, instruments, certificates and other documents and perform such other and further acts as any other party hereto may reasonably request or as may otherwise be reasonably necessary or proper, to carry out the provisions of this Agr... | Label: Further Assurances |
77fa5dd3-027c-46ad-9f66-174140f50024 | Clause:
Subject to the terms and conditions of this Agreement, this Agreement and the Executive's employment are for the period beginning on the Effective Date and ending on January 31, 2019 (the " Term "), unless earlier terminated pursuant to an event described in paragraph 6 hereof.
Task: Classify this clause into ... | Label: Terms |
579d38df-a388-4a9c-af7b-b6c0d3a19ce1 | Clause:
The headings contained in this Agreement are inserted for convenience only and will not affect in any way the meaning or interpretation of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approval... | Label: Headings |
ccdac54d-c6cf-4120-a910-5f8d3e054d9b | Clause:
During the period of Executive’s employment with the Company and at any time following the cessation of such employment for any reason, Employee agrees to cooperate (i) with the Company in the defense of any legal matter involving any matter that arose during Employee’s employment with the Company and (ii) with... | Label: Cooperation |
6060a548-511e-40fd-9f67-a1c87703dfe5 | Clause:
You agree to cooperate with Cerner by participating fully in an exit interview in the event you leave the employ of Cerner, whether voluntarily or involuntarily. You agree to give Cerner written notice of your intention to resign from employment at least ten (10) business days prior to the last. day you intend ... | Label: Terminations |
7aea6e6c-c369-46d1-b969-3eefdee08efb | Clause:
Each Loan Party will not, and will not permit any of its Subsidiaries to, use the proceeds of any Loan made hereunder for any purpose other than (a) on the Closing Date, (i) to repay, in full, the outstanding principal, accrued interest, and accrued fees and expenses owing under or in connection with the Existi... | Label: Use Of Proceeds |
085f1eff-21fc-4abd-bece-1af32a90ba69 | 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 Securities in a manner that would require the registration under the Securities Act of the ... | Label: Integration |
b0963608-1915-46ba-9195-269c72fcbddc | Clause:
As a condition precedent to the payment by the Company of the amounts set forth under the Section 4.1 or 4.2, as applicable, the Employee must execute a release in substantially the form attached hereto as Exhibit A (the “ Release ”) within forty-five (45) days following the Date of Termination and not revoke s... | Label: Releases |
0ac3a6a7-43ad-4a47-88f0-9430ce8aef78 | Clause:
The rights and remedies of the Secured Parties expressly set forth in this Agreement, the other Loan Documents, any Secured Hedge and any Secured Bank Product are cumulative and in addition to, and not exclusive of, all other rights and remedies available at Law, in equity or otherwise. No failure or delay on ... | Label: No Waivers |
b3cea0ab-65e0-4daa-b712-9d9f2dad2847 | Clause:
The Participant shall forfeit to the Company, without compensation, any and all unvested RSUs and unpaid Dividend Equivalents upon the Participant’s Termination for any reason. Additionally, in the event the Participant engages in Detrimental Activity prior to, or during the one year period after, any vesting o... | Label: Forfeitures |
2ea9d32f-8edd-43da-90b8-32126893c052 | Clause:
Section headings are for convenience of reference only and shall in no way affect the interpretation or construction of this Guaranty.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assi... | Label: Headings |
9c680e1e-c903-4dd4-a66a-8ea40803220a | Clause:
This Agreement shall terminate and be of no further force or effect upon the termination of the Lock Up Agreement in accordance with its terms. Notwithstanding anything to the contrary contained herein, at any time, the Covered Shares shall include only such shares of Common Stock that remain subject to the Loc... | Label: Terminations |
73da8450-14e7-4fab-9577-00725ee28058 | Clause:
Participant shall, no later than the date as of which the value of any portion of this Award first becomes includable in the gross income of Participant for federal income tax purposes, pay to the Company, or make arrangements satisfactory to the Committee regarding payment of, any federal, state, or local taxe... | Label: Tax Withholdings |
8ad22400-cfb8-4a75-b7bc-106b78c821fb | Clause:
The execution, delivery and performance of this Agreement by the Backstop Investor and the consummation by the Backstop Investor of the transactions contemplated hereby do not and will not: (i) conflict with or violate any provision of the Backstop Investor’s organizational or charter documents, or (ii) conflic... | Label: No Conflicts |
856c0573-4292-4456-b469-d52b1ae09ffa | Clause:
If, during the Term, either Party learns of any actual, alleged or threatened infringement by a Third Party of any Synlogic Delivered Microbe Patent Rights or Company Patent Rights, such Party shall promptly notify the other Party and shall provide such other Party with available evidence of such infringement.
... | Label: Notices |
25e9e390-65f6-4dcb-8602-d9708410e826 | Clause:
Except as provided in Section 1.3, the RSUs awarded in Section 1.1 shall fully vest on the first anniversary of the Grant Date (the “ RSU Vesting Date ”) provided that you continue in the service of the Company from the Grant Date through the applicable RSU Vesting Date.
Task: Classify this clause into ONE of ... | Label: Vesting |
4b00a17f-1778-4d22-90d2-36e07c64a2f6 | Clause:
(a) The term of this Lease (the “ Term ”) is ten (10) years and three (3) months. The Term shall begin on the date that Landlord Substantially Completes the Initial Tenant Improvements Work (the “Commencement Date”) and shall end on the last day of the month in which Tenth (10 th ) year anniversary of th... | Label: Terms |
ddcab8f8-3cef-4e40-9743-1843f2701661 | Clause:
Except as otherwise expressly provided herein, all costs and expenses, including fees and disbursements of counsel, financial advisors and accountants, incurred in connection with this Agreement and the Transactions shall be paid by the party incurring such costs and expenses, whether or not the Additional Clos... | Label: Expenses |
b6968d2e-f525-4988-9d44-8c55fb825cd5 | Clause:
Any Person having any rights under any provision of this Agreement shall be entitled to enforce such rights specifically (without posting a bond or other security), to recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights granted by law. Furthermore, the Co... | Label: Remedies |
95c934a4-2035-464d-8b53-269c4dd6f510 | Clause:
The captions and headings herein are for convenience and reference only and in no way define, describe or limit the scope, content or intent of this Agreement or in any way affect its provisions.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-C... | Label: Headings |
802edd4e-2a7c-404e-9259-0a08ba4cbee2 | Clause:
This Sublease and Exhibits A – C attached hereto contains all of the agreements of the parties, and there are no verbal or other agreements which modify or affect this Sublease. This Sublease and Exhibits A – C attached hereto supersedes any and all prior agreements made or executed by or on behalf of the part... | Label: Entire Agreements |
806366b3-001b-416f-802d-85690e8284d2 | Clause:
Seller will not enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of property or the rendering of any service, with any Affiliate unless such transaction is (a) otherwise permitted under the Program Agreements, (b) in the ordinary course of Seller’s business and (c... | Label: Transactions With Affiliates |
35175038-5c6b-445f-b841-5b24205f7762 | Clause:
THIS COMMITMENT LETTER AND THE FEE LETTER, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED THERETO (INCLUDING, WITHOUT LIMITATION, ANY CLAIMS SOUNDING IN CONTRACT LAW OR TORT LAW ARISING OUT OF THE SUBJECT MATTER HEREOF OR THEREOF), SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS... | Label: Governing Laws |
96efafaf-bf81-4f7b-9ae5-465542c669a5 | Clause:
Any notice or communication to the Company concerning the Performance Stock Units must be in writing and delivered in person, or by U.S. mail, to the following address (or another address specified by the Company): Bed Bath & Beyond Inc., Finance Department – Stock Administration, 650 Liberty Avenue, Union, New... | Label: Notices |
619bb9e4-3530-4a62-a63d-69b40d17f3e0 | Clause:
Except as provided in an Adoption Agreement, each Employer shall contribute for each Plan Year beginning on or after July 1, 1994, an amount equal to the sum of 4% of Annual Earnings plus 4% of Excess Earnings (hereinafter the “Annual Employer Contribution”) for such Plan Year paid by such Employer to each Part... | Label: General |
7bcbdc6b-f203-4c91-884d-16a299944e72 | Clause:
This Third Amendment may be executed in two or more counterparts, each of which shall be deemed an original document, and all of which, together with this writing, shall be deemed one instrument. Facsimile and PDF signatures are deemed equivalent to original signatures for purposes of this Third Amendment.
Tas... | Label: Counterparts |
7ebc7c5b-fe9d-4223-9eb4-d05c19c365da | Clause:
No failure or delay on the part of the Administrative Agent or any Lender in exercising any right, power or privilege hereunder or under any other Credit Document and no course of dealing between any Loan Party and the Administrative Agent or any Lender shall operate as a waiver thereof; nor shall any single or... | Label: No Waivers |
84bf751d-50fd-4f0f-a1a7-e923d3603fff | Clause:
The representations and warranties of the Company and the Purchaser contained in Articles II and III and the agreements set forth in this Article IV shall survive for a period of one year after the Closing.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendme... | Label: Survival |
a5e7d8dc-99ac-430c-9d8f-8c7fc3728772 | Clause:
The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights as described in the SEC Reports as necessary o... | Label: Intellectual Property |
c55afb54-83a0-4a8d-b99d-6f4f19a8069b | Clause:
The headings listed herein are for convenience only and do not constitute matters to be construed in interpreting this Second Amendment.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, As... | Label: Headings |
7c836c6b-5f11-4415-acaf-d8505f59cf0f | Clause:
Each of the parties hereto hereby agrees and consents to the execution and performance of the DACA Amendment and each of the respective provisions thereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approva... | Label: Consents |
4fe9ece7-f0aa-4225-8a62-bbe5174a0e29 | Clause:
Executive’s salary in effect on the Execution Date of this Agreement shall remain in effect between the Execution Date and December 31, 2016. In consideration for all services to be rendered by Executive to Employer, Employer agrees to pay Executive a base salary of $265,000.00 per year beginning January 1, 201... | Label: Base Salary |
f2884530-10f0-4d67-9aef-23d3af71b9c2 | Clause:
There are no actions, suits or proceedings pending or, to the knowledge of Parent, threatened in writing against Parent or any of its Restricted Subsidiaries (i) with respect to the Transactions or any Credit Document or (ii) that, either individually or in the aggregate, would reasonably be expected to have a ... | Label: Litigations |
f6b99df4-7d2d-42f4-b46a-2183c4393856 | Clause:
Subject to Section 7(d) hereof, to the extent that any portion of any provision of this Agreement is held invalid or unenforceable, it will be considered deleted herefrom and the remainder of such provision and of this Agreement will be unaffected and will continue in full force and effect.
Task: Classify this... | Label: Severability |
21e920b8-4a6e-430a-a0ce-cd05ed37d0cf | Clause:
Each of the Borrower and its Material Subsidiaries is a corporation, partnership (in the case of Subsidiaries only) or limited liability company duly and properly incorporated or formed, as the case may be, validly existing and (to the extent such concept applies to such entity) in good standing under the laws ... | Label: Existence |
07cc86c0-da2f-4d14-aff3-20f7b3e6b51f | Clause:
Notwithstanding any other provision of the Notice or these Terms and Conditions to the contrary, if you die before the end of the Performance Period and before you have otherwise terminated your employment or engagement with the Company Group, then you shall be deemed to have satisfied the Continuous Employment... | Label: Death |
a13d2f21-2d03-4240-9d45-2b5accb1f8b7 | Clause:
This Agreement shall be binding upon the Partnership, each Purchaser and their respective successors and permitted assigns. Except as expressly provided in this Agreement, this Agreement shall not be construed so as to confer any right or benefit upon any Person other than the Parties to this Agreement and as p... | Label: Binding Effects |
195039ca-2687-453f-a4cb-0ef51abff607 | Clause:
This Agreement supersedes all prior agreements and understandings between the parties. This Agreement may not be modified or terminated orally. All obligations and liabilities of each party hereto in favor of the other party hereto relating to matters arising prior to the date hereof have been fully satisfied, ... | Label: Miscellaneous |
e88e6138-3a60-4918-87cd-d7f05382c850 | Clause:
The authorized capital stock of the Company consists of 125,000,000 shares of common stock and 5,000,000 shares of undesignated Preferred Stock. As of the Effective Date, there are no shares of Preferred Stock issued and outstanding and there are 35,510,234 shares of Common Stock issued and outstanding. There a... | Label: Capitalization |
e7a42ef6-e63e-4b62-a9b6-b87f71b135a2 | Clause:
The Company shall use the proceeds from the sale of the Securities for general corporate purposes, but not, directly or indirectly, for (i) except as set forth on Schedule 4(d), the satisfaction of any indebtedness of the Company or any of its Subsidiaries, (ii) the redemption or repurchase of any securities of... | Label: Use Of Proceeds |
027ac9eb-deb0-49dd-9ee7-e2cd7fc58aa9 | Clause:
Time is of the essence with respect to all Loan Documents and Obligations. The Loan Documents constitute the entire agreement, and supersede all prior understandings and agreements, oral or written, among the parties relating to the subject matter hereof.
Task: Classify this clause into ONE of these types (exa... | Label: Entire Agreements |
806281df-56d2-4c1c-80ef-f4587d24fa23 | Clause:
Subject to the limitations set forth in Section 2.01, if the Company at any time proposes to file a Registration Statement under the Securities Act with respect to any offering of any equity securities of the Company or Opco for the account of the Company or Opco or for the account of any other Persons (other t... | Label: Participations |
bcb19fd2-4f18-4090-b7e6-94143c264065 | Clause:
Any provision of this Agreement that is held to be invalid or unenforceable shall not invalidate or render unenforceable any other provision hereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arb... | Label: Severability |
13235af4-7eeb-4048-9cb0-72591469cb77 | Clause:
In case any one or more of the provisions contained herein for any reason shall be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not effect any other provision of this Agreement, but this Agreement shall be construed as if such invalid, ille... | Label: Severability |
7787cb96-fd23-4cbe-b55b-daa3003ed212 | Clause:
The Backup Servicer will comply in all material respects with all Applicable Laws and all of its obligations under this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignme... | Label: Compliance With Laws |
144f2cd1-9680-4eb5-98ce-d568fdbbc7a1 | Clause:
All notices required or permitted under this Agreement shall be in writing and shall be deemed effective upon (a) the date of receipt, if sent by personal delivery (including delivery by reputable overnight courier), or (b) the date of receipt or refusal, if deposited in the United States Post Office, by regist... | Label: Notices |
87320edd-271f-4665-9f84-7644a9129851 | Clause:
The Company or its Affiliate shall be entitled to withhold and deduct from any future payments to the Participant all legally required amounts necessary to satisfy any and all withholding and employment-related taxes attributable to the Participant’s exercise of a Nonqualified Stock Option, to require the Parti... | Label: Withholdings |
8f00c11b-cded-48a2-bdac-06c1d6841a17 | Clause:
Each Loan Party shall comply with the requirements of all applicable laws, rules, regulations and orders of any Governmental Authority (including, without limitation, all Environmental Laws and ERISA, Anti-Terrorism Laws and Anti-Corruption Laws), noncompliance with which could reasonably be expected to have, i... | Label: Compliance With Laws |
7e6a1494-adc7-49f9-9fd8-f78708ff9f00 | Clause:
The Committee may terminate or suspend the Plan at any time, without shareholder approval. The Committee may amend the Plan at any time and for any reason without shareholder approval; provided, however, that the Committee may condition any amendment on the approval of shareholders of the Company if such appro... | Label: Amendments |
424a70d3-8261-42ae-8761-89a3f8df6b30 | Clause:
During the Term, Executive shall (a) perform all duties and obligations reasonably associated with the position of EVP – Finance and Accounting of the Company and the Operating Partnership, consistent with the Bylaws or other governing documents of the Company and the Operating Partnership, as applicable, as in... | Label: Duties |
c77e8e6d-2307-49f5-bb98-b681c03df345 | Clause:
The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights as necessary or required for use in connection... | Label: Intellectual Property |
b2b32522-0410-4a8c-8414-e71ed55c8127 | Clause:
The Guarantors jointly and severally agree that, as between the Guarantors and the Lenders, the Obligations of the Borrower under this Agreement and the Notes, if any, may be declared to be forthwith due and payable as provided in Section 8.02 (and shall be deemed to have become automatically due and payable i... | Label: Remedies |
2b641976-5c6d-47ce-ad7d-66e5dde2e654 | Clause:
Any controversy, claim, or breach arising out of or relating to this Separation Agreement or the breach thereof shall be settled by arbitration in the State of Maryland in accordance with the rules of the American Arbitration Association for commercial disputes and the judgment upon the award rendered shall be ... | Label: Arbitration |
a2862c45-8f50-4dd9-8351-a69ddc7ea99c | Clause:
Any legal action or proceeding with respect to any Loan Document shall be brought exclusively in the courts of the State of Arizona located in Maricopa County or of the United States for the District of Arizona, and Guarantor, each Borrower and each other Credit Party accepts for itself and in respect of its pr... | Label: Submission To Jurisdiction |
ac1506f1-1fe1-4b90-8dc0-571b7d7bec5b | Clause:
Subject to the satisfaction of the conditions set forth in Section 4, (i) the Original Credit Agreement is hereby amended and restated in its entirety in the form of Annex I hereto, (ii) the Schedules attached hereto hereby replace in their entirety the corresponding Schedules attached to the Original Credit Ag... | Label: Amendments |
c0aa11db-6bb6-4db8-8eea-a2ffa97de0c8 | Clause:
The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority or any other Person, except such as have been obtained or made and are in full force and effect, (b) will not violate any applicable law or regulation or the charter, b... | Label: No Conflicts |
a3ccc36c-86b8-4660-bb68-839d3ee512ee | Clause:
MMT is not in violation of, default under, or conflict with, any applicable Order or any Applicable Law, except for any such violations that would not, individually or in the aggregate, have a Material Adverse Effect on MMT.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, A... | Label: Compliance With Laws |
434ef795-86fc-429f-8a43-afccc8230e39 | Clause:
This Agreement and the other Loan Documents represent the entire agreement of the Grantors, the Administrative Agent and the other Secured Parties with respect to the subject matter hereof and thereof, and there are no promises, undertakings, representations or warranties by the Administrative Agent or any othe... | Label: Integration |
1799b4cd-b2d6-40bd-857f-62d563adcebb | Clause:
The rights of FHLBA under this Agreement may, without the consent of the Participant, be assigned by FHLBA, in its sole and unfettered discretion, to any person, firm, corporation or other business entity which at any time, whether by purchase, merger, consolidation or otherwise, directly or indirectly, acquire... | Label: Assignments |
d3e39637-c886-4d2f-b879-80d270e5bdf9 | Clause:
Except as set forth on Schedule 3.2(h) , Buyer and Parent are not required to give any notice to, or obtain any Consent from, any Person in connection with the execution and delivery of this Agreement or the consummation of any of the Contemplated Transactions. Any registration, or filing with, or Consent, or G... | Label: Consents |
7027da7c-0754-403d-a8b9-71f942a6a575 | Clause:
Governing Law . This Note shall be governed by and construed in accordance with the laws of the State of Minnesota without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Note shall be brought only in the state cour... | Label: Governing Laws |
559a0bb8-32bf-4857-a576-f38ee08c448e | Clause:
This joinder agreement (the “ Joinder Agreement ”) to the Amended Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to any conflicts of law provisions which would require the application of the law of any other jurisdiction.
Task: Classif... | Label: Governing Laws |
c68697be-8f79-4e8f-9fcc-4e3fb066e756 | Clause:
Subject to the proviso in Section 3.01(a), each Junior Representative, on behalf of itself and each Junior Secured Party under its Junior Debt Facility, agrees that, unless and until the Discharge of Senior Obligations has occurred, it will not commence, or join with any Person (other than the Senior Secured Pa... | Label: Cooperation |
fdd3bc77-f3e6-4046-bd8c-e16abaeb35ae | Clause:
This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such separate counterparts shall together constitute but one and the same agreement. In proving this Amendment or any other Loan Document in any judicial proc eedings, it shall not be necessar... | Label: Counterparts |
0fe8acf4-0462-4a6e-a079-2a6f4ae262dc | Clause:
In addition to all such rights of indemnity and subrogation as the Guarantors may have under applicable law (but subject to Section 6.03), the Borrower agrees that (a) in the event a payment in respect of any Secured Obligation shall be made by any other Guarantor under this Agreement, the Borrower shall indemn... | Label: Indemnity |
11b24e0d-74aa-4957-bee7-78dbba73572d | Clause:
This Agreement, the other Loan Documents have been reviewed and negotiated by sophisticated parties with access to legal counsel, and no rule of construction shall apply hereto or thereto which would require or allow any Loan Document to be construed against any party because of its role in drafting such Loan D... | Label: Releases |
c583fb48-9541-4754-9884-46268034eb41 | Clause:
No broker or investment banker acting on behalf of Seller or under the authority of Seller is or will be entitled to any broker’s or finder’s fee or any other commission or similar fee directly or indirectly from Seller or Buyer in connection with any of the transactions contemplated herein, other than any fee ... | Label: Brokers |
7e8b31b0-e856-4e62-a9cf-d0f0ed665c9b | Clause:
Each Party shall bear its own costs and attorneys’ fees incurred in the Action.
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 Salar... | Label: Fees |
f1918c0e-077a-4ee9-ae8f-896bcd8c3200 | Clause:
This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous understandings or agreements, whether written or oral, with respect to the subject matter hereof (including the Prior Agreement). Each Party confirms that it ... | Label: Entire Agreements |
7d978f3b-9559-4865-9ad3-679bf766b076 | Clause:
EACH OF THE ASSIGNOR, AND, BY ITS ACCEPTANCE HEREOF, THE ASSIGNEE, HEREBY WAIVES TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY PARTY HERETO OR ANY BENEFICIARY HEREOF ON ANY MATTER WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS ASSIGNMENT.
Task: Classify this clause into ON... | Label: Waiver Of Jury Trials |
c9281c68-5881-47e4-ae30-f67e08e3c1a0 | Clause:
Seller shall indemnify, make good, save and hold harmless Buyer, its parent, successors, Buyers and assigns and their respective officers, agents and employees, from all liabilities, damages, costs, charges, reasonable attorneys' fees, recoveries, actions, judgments, penalties, expenses and other losses whatsoe... | Label: Indemnity |
de9b3fc9-af9b-4d35-84dd-1af6a1e29b3d | Clause:
This Agreement and the rights and obligations of the parties hereunder shall be governed by and construed and interpreted in accordance with the laws of the State of New York, without giving effect to the choice of law provisions thereof, other than Sections 5-1401 and 5-1402 of the New York General Obligations... | Label: Governing Laws |
039cbdf2-d917-41ec-ab1c-fda3b30b8527 | 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 |
140a20e8-9860-43db-886b-69c292f22aa6 | Clause:
This Amendment shall be governed by and construed in accordance with the laws of the State of California applied to contracts to be performed wholly within the State of California.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws,... | Label: Governing Laws |
d1fd98ef-5feb-434b-b6d6-7d434654e3c7 | Clause:
Borrower, the Required Lenders and the Administrative Agent have each delivered a duly executed counterpart of this Amendment to the Administrative Agent.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approval... | Label: Amendments |
fd540d5a-64b9-44ca-b103-f9ef8c837567 | Clause:
This Agreement, and any disputes arising out of or related hereto, shall be governed exclusively by the internal laws of the State of California, without regard to its conflicts of laws rules or the United Nations Convention on the International Sale of Goods.
Task: Classify this clause into ONE of these types... | Label: Governing Laws |
9ea29795-955b-4b50-acf2-ecff37e9515e | Clause:
This Agreement, together with the Surviving Provisions and Section 9 of the Employment Agreement, is the entire agreement between the parties with regard to the subject matter hereof. Executive and the Company acknowledge that there are no other agreements, written, oral or implied regarding such subject matter... | Label: Miscellaneous |
cd4a44cc-a6d7-47b1-a712-824025fc5aee | Clause:
(a) Except as otherwise expressly permitted in this Section 29, Tenant shall not sell, assign, transfer, hypothecate, mortgage, encumber, grant concessions or licenses, sublet, or otherwise dispose of any interest in this Lease or the Premises, by operation of law or otherwise, without the prior writte... | Label: Assignments |
415a31ae-08a2-41e8-a0d5-d9af447ca7f3 | Clause:
The parties acknowledge that with respect to the transactions contemplated herein (a) each party and its counsel have reviewed and revised this Agreement and that the normal rule of construction to be effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpre... | Label: Construction |
614239aa-05b5-4f8c-9151-49967a654977 | Clause:
Any Lender may at any time, without the consent of, or notice to, any Borrower or the Administrative Agent, sell participations to any Person (other than a natural Person, or a holding company, investment vehicle or trust for, or owned and operated for the primary benefit of a natural Person, a Defaulting Lende... | Label: Participations |
1c4381f3-5faf-4498-b47f-b050eefb8075 | Clause:
Lender may withhold from an Advance or, on account of subsequently discovered evidence, withhold from a later Advance under this Agreement or require Borrower to repay to Lender the whole or any part of any earlier Advance to such extent as may be necessary to protect the Lender from loss on account of (i) defe... | Label: Withholdings |
292135ea-fda4-4d32-bd29-428db5789dc0 | Clause:
Each of the parties will bear and pay all other costs and expenses incurred by it or on its behalf in connection with the transactions contemplated pursuant to this Agreement, except that the Company shall reimburse the Purchasers for the fees and expenses of counsel to the extent provided in the GSO Fee Letter... | Label: Expenses |
d1a0285b-528c-4d60-b113-c4423402b84e | Clause:
Any Lender may at any time, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural person, a Defaulting Lender or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “ Participant ”) in all or a portion of su... | Label: Participations |
1e5b746b-794d-41a9-9400-7eaceb4d2b33 | Clause:
Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof but shall be interpreted as if it were written so as to be enforceable... | Label: Severability |
e9258365-d98b-42c7-93c3-7b330bc0337a | Clause:
The closing of the transactions contemplated hereby (the “ Closing ”) shall take place on November 1, 2017 (the “ Closing Date ”), and the Closing is deemed to be effective as of 12:01 a.m., San Antonio, Texas time, on the Closing Date (the “ Effective Time ”).
Task: Classify this clause into ONE of these type... | Label: Closings |
62f4c1f0-c93d-4ba3-8622-680a707d1b65 | Clause:
This Agreement may not be assigned or otherwise transferred by either Party without the consent of the other Party; provided, however, that either Party may, without such consent, assign its rights and obligations under this Agreement in connection with a Change of Control of such Party; provided, however, that... | Label: Assignments |
9a01bd41-7cd5-44e4-8169-f0c52e0658ab | Clause:
You are expected to begin work on a date no earlier than September 11, 2017 and no later than September 18, 2017 (the “ Start Date ”) contingent on satisfaction of the pre-employment conditions set forth below. You are required to faithfully and conscientiously perform your assigned duties and to diligently obs... | Label: Duties |
680afd15-5a40-4155-9c2d-602b743a0e63 | Clause:
In no event shall the maximum number of Restricted Stock Units that may be payable pursuant to these Terms and Conditions exceed 200% of the Target Award. In addition, notwithstanding anything in this Schedule A to the contrary, in no event shall the Fair Market Value of the vested Restricted Stock Units to be ... | Label: Payments |
002cd266-c184-4bfe-a4b5-495fd32820d7 | Clause:
This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf) or other transmission method and any counterpar... | Label: Counterparts |
306ed0a0-12c3-4687-bcf3-16f9f92bb739 | Clause:
To the extent not preempted by federal law, all questions pertaining to the construction, regulation, validity and effect of the provisions of the Plan shall be determined in accordance with the laws of the State of Delaware without regard to the conflict of laws principles thereof.
Task: Classify this clause ... | Label: Governing Laws |
b66c55c5-fbba-4e45-b934-0e53ee9bdda6 | Clause:
Teich agrees not to disclose to anyone, other than his immediate family, accountant and attorney, the circumstances surrounding this Agreement or its terms, conditions or negotiation, and then only upon their express agreement not to disclose such subject matter to another person, except as required or permitte... | Label: Confidentiality |
fcb596be-6967-4fb1-ad27-8591ea55fa46 | Clause:
The Borrower and the Subsidiaries have timely filed or caused to be filed all Tax returns and reports required to have been filed and have paid or caused to be paid all Taxes required to have been paid by them, except (a) any Taxes that are being contested in good faith by appropriate proceedings and for which ... | Label: Taxes |
f6289aa2-3df2-4451-b697-df34e39fde75 | Clause:
This Agreement may not be assigned (within the meaning of the Advisers Act) by any party without the written consent of the other party, and any assignment without such consent shall automatically cause the termination hereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments,... | Label: Assignments |
afe76b84-379d-4171-8d77-e644cb5cfdb3 | Clause:
Except as otherwise permitted under Section 9.13 of the Credit Agreement, without the prior written consent of the Canadian Administrative Agent, no Canadian Borrower shall file or suffer to be on file, or authorize or permit to be filed or to be on file, in any jurisdiction, any financing statement or like ins... | Label: Liens |
33e1bc46-14b4-4dca-bfc4-9a730610dfef | Clause:
IF NOTWITHSTANDING THE AGREEMENT THAT ALL DISPUTES BE SUBMITTED TO BINDING ARBITRATION, A DISPUTE IS SUBMITTED TO A COURT, EACH PARTY HERETO WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY DISPUTE IN CONNECTION WITH OR RELATING TO THIS AGREEMENT, ANY RELATED AGREEMENT OR ANY MATTERS DESCRIBED OR CONTEMPLATED HEREIN ... | Label: Waiver Of Jury Trials |
7a5fecd4-18eb-4136-a064-946bc37ed51c | Clause:
This Agreement has been drafted jointly by each of the Parties and shall not be construed against any one Party or in favor of another Party by reason of any presumption concerning the Party drafting this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements... | Label: Construction |
2e056a84-46fe-4cc7-aacd-814bde4c8bb1 | Clause:
Hill shall be entitled (in addition to his other rights and remedies) to interest on past due amounts at a rate equal to two percentage points (2%) above the prime rate charged from time to time by Republic Bank if any benefits due to Hill are not paid when due with such interest to commence on the date a benef... | Label: Interests |
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