id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
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|---|---|---|
12f28f0b-772a-4ed8-8656-e8f8e01a970b | Clause:
This Agreement may be executed in counterparts, each of which shall be deemed an original, but such counterparts, when taken together, shall constitute one agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable La... | Label: Counterparts |
6dd27c54-af43-44e1-8778-720b1d773c83 | Clause:
Except as specifically set forth herein, Lessor does not by virtue of this Agreement waive any of its rights as “Lessor” under any Leases. In addition, nothing herein shall constitute a satisfaction of the Company’s obligations under the Leases. Furthermore, this Agreement does not obligate Lessor to make or ag... | Label: Interpretations |
994f4306-3632-4ab4-b37d-3305923560ec | Clause:
This Amendment and the legal relations between the parties shall be governed by and interpreted in accordance with the laws of the State of Tennessee applicable to contracts made and to be performed entirely within the State of Tennessee.
Task: Classify this clause into ONE of these types (exactly one label):
... | Label: Governing Laws |
2de9abf2-2dd9-4a7e-9bc6-de50ad2f232a | Clause:
Parent shall keep reasonable and accurate records pertaining to the amounts billed to Spinco under this Agreement in accordance with Applicable Law (and at a minimum a period of up to four years after the termination of the last Service under this Agreement). Parent shall provide Spinco and its Representatives... | Label: Records |
ac445d5c-75c9-4bc7-b7f1-1efb03d27d3f | Clause:
This Agreement may be executed in one or more counterparts, any or all of which shall constitute one and the same instrument. Either Party, at its option, may supply any document required by or referenced in this Agreement in either paper or electronic form (including, but not limited to, an electronically imag... | Label: Counterparts |
9be11061-c512-4e0f-a76a-589a3eef2bef | Clause:
Employee acknowledges that an irreparable injury will result to the Company and its business in the event of a breach of any of the covenants or obligations of Employee contained in this Agreement. Employee also acknowledges and agrees that the damages or injuries which the Company may sustain as a result of su... | Label: Enforcements |
2985f1bb-75fe-4022-9b9b-70c966e570ae | Clause:
The release and discharge of the Employer and all affiliated persons and entities from any and all claims, demands and causes of action relating to your employment with the Employer, other than as to any vested benefits to which you may be entitled under any Employer benefit plan, which will be in such form as ... | Label: Releases |
cef66fcd-6f61-4702-a466-97361f0f39e3 | Clause:
The Borrower hereby indemnifies each of the Lenders against any loss or expense which may arise or be attributable to each Lender’s obtaining, liquidating or employing deposits or other funds acquired to effect, fund or maintain any Loan (a) as a consequence of any failure by the Borrower to make any payment wh... | Label: Indemnity |
f88b2ad0-481f-49c4-b299-0c0f95471503 | Clause:
EACH PARTY WAIVES ALL RIGHT TO A JURY TRIAL WITH RESPECT TO ANY DISPUTE RELATING TO OR ARISING OUT OF THIS AGREEMENT AND ACKNOWLEDGES THAT THIS WAIVER IS MADE KNOWINGLY, VOLUNTARILY, AND AFTER CONSULTING WITH (OR HAVING HAD THE OPPORTUNITY TO CONSULT WITH) COUNSEL OF ITS OWN CHOOSING AS TO THE MEANING OF THIS W... | Label: Waiver Of Jury Trials |
078c2727-2f93-44b0-810c-7acd5c753d95 | Clause:
In the event that any provision or portion of this Plan shall be determined to be invalid or unenforceable for any reason, the remaining provisions of this Plan shall be unaffected thereby and shall remain in full force and effect.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustm... | Label: Severability |
67e95575-10b5-4002-9340-f0eba1070fc6 | Clause:
The Committee shall have broad authority to amend the Certificate without approval of the Participant to the extent necessary or desirable (a) to comply with, or take into account changes in, applicable tax laws, securities laws, accounting rules and other applicable laws, rules and regulations or (b) to ensure... | Label: Amendments |
2efef636-d1a7-4492-bf59-d8f77ae4923d | Clause:
All questions concerning the construction, validity, and interpretation of this Agreement and the performance of the obligations imposed by this Agreement shall be governed by the internal laws of the State of Illinois applicable to agreements made and wholly to be performed in such state without regard to conf... | Label: Applicable Laws |
3eb43e03-8339-40ca-9ace-47a46ed5fcec | Clause:
If, as a result of the Executive’s incapacity due to physical or mental illness as determined by a physician selected by the Executive, and reasonably acceptable to the Company, (i) the Executive shall have been substantially unable to perform his duties hereunder for two consecutive months, or for an aggregate... | Label: Disability |
46c0caeb-e51e-4011-9728-92c3809138ae | Clause:
Each of the Partnership Parties hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement, any Terms Agreement or the transactions contemplated hereby or thereby.
Task: Classify this clau... | Label: Waiver Of Jury Trials |
62baa96c-064d-4ac4-b148-a4c7b71a15f4 | Clause:
The Transferred Companies and the Subsidiaries are covered by valid policies of insurance with respect to their properties and business of the kinds and in amounts not less than are customarily obtained by companies of established reputation engaged in the same or similar business and similarly situated.
Task:... | Label: Insurances |
72bb4061-e0de-4cee-8518-72e30c7dbe9e | Clause:
This Agreement contains the entire agreement and understanding between the Operating Partnership, the Company and Executive with respect to the subject matter hereof, and supersedes all prior agreements and understandings with respect to the subject matter hereof (including, without limitation, the Prior Employ... | Label: Entire Agreements |
ec3e4dc8-d40f-46de-9209-c67ed421e55a | Clause:
THIS BRIDGE NOTE WILL BE GOVERNED BY AND INTERPRETED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS PRINCIPLES THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER STATE.
Task: Classify this clause into ONE of these types (exactly one label... | Label: Applicable Laws |
bbfcce4c-a089-4f5b-be12-7ee039d7faef | Clause:
Any term or condition of this Agreement may be waived at any time by the Party that is entitled to the benefit thereof, but no such waiver shall be effective unless set forth in a written instrument duly executed by or on behalf of the Party waiving such term or condition. The waiver by either Party of any rig... | Label: Waivers |
39b1a64b-e827-4b36-bc0b-6a69d0587292 | Clause:
The Lender shall have received evidence that all Board, governmental, shareholder and material third party consents and approvals necessary in connection with the entering into of this Agreement have been obtained.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements,... | Label: Consents |
22d850c9-5707-4e03-9fb3-65eeab871af2 | Clause:
Reports . In conformity with standard pharmaceutical industry practices and the terms and conditions of this Agreement, Licensee shall prepare and maintain, or shall cause to be prepared and maintained, complete and accurate written records of its Development of the Product s, for a minimum of [***] following ... | Label: Records |
ccfc4815-46fc-481b-81ca-7eec3eccb2c5 | Clause:
Neither the Borrower nor any Restricted Subsidiary is in default under or with respect to any Contractual Obligation that would, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and no Default has occurred and is continuing or would result from the consummation ... | Label: No Defaults |
48cc7b40-6eab-440c-af93-9af4fa33c283 | Clause:
This Agreement is governed by and will be construed in accordance with the laws of the State of New York, without regard to conflict of law provisions thereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, A... | Label: Governing Laws |
f1b551ee-75cf-4926-a729-acecf840dee6 | Clause:
During the Contract Period, Employee shall devote his attention and expend his best efforts, energies and skills on a full-time basis serving as President to the business of The Company. Employee shall perform such duties and have such authority and responsibilities consistent with his position as the Board of... | Label: Duties |
02befeca-1077-4e1f-bd98-bc21724a0644 | Clause:
Part B of Schedule 3.14 of the Disclosure Supplement is a complete and correct list of each Lien securing Indebtedness (other than any Indebtedness constituting Obligations) of any Person outstanding on the date hereof the aggregate principal or face amount of which equals or exceeds (or may equal or exceed) $5... | Label: Liens |
746b6846-7d49-44bc-90e7-ed1f6c6e84b3 | Clause:
The Committee shall determine the methods by which payments by any Participant with respect to any Awards granted under the Plan shall be made, including, without limitation: (a) cash or check, (b) Shares (including, in the case of payment of the exercise price of an Award, Shares issuable pursuant to the exerc... | Label: Payments |
6d12341d-fda6-4434-9ab4-de0322b80021 | Clause:
Capitalized terms used but not defined herein shall have the same meanings given to them in the Agreement, unless context otherwise requires.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitratio... | Label: Definitions |
c3289358-1886-44b9-b47e-8acbe40c9259 | Clause:
The division of this Agreement into Articles, Sections, Exhibits and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement. All references in this Agreement to any “Section”, “Article” or “Exhibit”... | Label: Headings |
147510eb-8511-4ce5-9212-7054abee1fe2 | Clause:
This Option shall be exercised by the Optionee by delivering to the Secretary of the Company or his designated agent on any business day (the “Exercise Date”) a written notice, in such manner and form as may be required by the Company, specifying the number of the Option Shares the Optionee then desires to acqu... | Label: Payments |
b9d4288b-7405-434f-b98a-c00f717532e0 | Clause:
The execution, delivery and performance by each Seller, Guarantor and each Seller Party Subsidiary of each Program Agreement do not conflict with any term or provision of the formation documents or by‑laws of such Seller, Guarantor or such Seller Party Subsidiary or any law, rule, regulation, order, judgment, w... | Label: No Conflicts |
77e467bb-706c-4134-8901-8f5229ebaa87 | Clause:
No party will (a) use any other party’s proprietary indicia, trademarks, service marks, trade names, logos, symbols, or brand names, or (b) otherwise refer to or identify any other party in advertising, publicity releases, or promotional or marketing publications, or correspondence to third parties without, in ... | Label: Publicity |
59533374-f4c8-457c-b0aa-acd40d23a15b | Clause:
This award represents a substantial economic benefit to the Participant. The Participant, by virtue of such Participant's role with the Company, has access to, and is involved in the formulation of, certain confidential and secret information of the Company regarding its operations and each Participant could ma... | Label: General |
bd38f946-a92b-4ba6-916a-64267a27bf05 | Clause:
Employee shall return to Company all Company property and confidential and proprietary information including, but not limited to, computer(s), files, documents, passcodes, documents, designs, plans and any and all other Company property, confidential or proprietary information in any form or medium. In addition... | Label: Intellectual Property |
9c2765d6-a348-4aaa-a174-9177f443da2c | Clause:
Notwithstanding the vesting schedule set forth in Schedule A : if there is a Change in Control of the Company (as defined in the Plan) following the end of the Performance Cycle, and the Awardee’s Continuous Status as an employee, as contemplated by Section 4 hereof, shall not have been terminated as of the dat... | Label: Change In Control |
fe6d1df1-f913-45d6-a163-ba75405116b0 | Clause:
The Administrative Agent shall have received certificates of insurance, together with appropriate endorsements, for the insurance policies carried by the Credit Parties, all in compliance with the Credit Documents, including Section 9.03(c) hereof.
Task: Classify this clause into ONE of these types (exactly on... | Label: Insurances |
77b1d303-fda4-4e7f-84b2-ee70fe786d4a | Clause:
The execution, delivery and performance by each Loan Party of each Credit Document executed, or to be executed, by such Loan Party and the consummation of the transactions contemplated thereby (i) are within the power of such Loan Party and (ii) have been duly authorized by all necessary actions on the part of ... | Label: Authority |
0c19e960-f3d4-4ac5-8403-388b637d2246 | Clause:
Except as disclosed in the SEC Reports, no officer, director, employee or stockholder of LXRT or any Affiliate of any such Person, has or has had, either directly or indirectly, an interest in any transaction with LXRT (other than for services as employees, officers and directors), including any Contract or oth... | Label: Transactions With Affiliates |
45dcff5f-1977-482b-8a15-b7ddb6f6ed5d | Clause:
The Borrower agree s to pay all reasonable out of pocket costs and expenses (including without limitation reasonable fees and expenses of any counsel, financial advisor, and agent for the Lender) incurred before or after the date hereof by the Lender and its affiliates in connection with the preparation, negoti... | Label: Expenses |
c146e6d2-b063-438c-a2fe-1150108fafed | Clause:
This Agreement, the other Basic Documents, the Confidentiality Agreement and the other agreements and documents referred to herein are intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto a... | Label: Entire Agreements |
277599de-1664-4db7-8c0b-c415a35d3cb8 | Clause:
The execution of this Agreement by each Note Party and Holders constituting 69% of the outstanding 2022 Notes as of the date 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: Counterparts |
611078d1-3fe4-4c0b-a0c5-6567c5384de7 | Clause:
This Agreement may not be amended, supplemented or modified except in writing signed by the person(s) against whose interest(s) such change shall operate.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approval... | Label: Amendments |
2985cee8-2ef1-4554-bb73-582e9906882d | Clause:
To the maximum extent permitted by applicable law, each party hereto irrevocably waives any and all rights to a trial by jury in any action or proceeding (whether based on contract, tort, or otherwise) arising out of or relating to this Commitment Letter or the Transactions or the actions of Wells Fargo or any ... | Label: Waiver Of Jury Trials |
fae86ed1-7f42-44e1-9139-6497f5874b7b | Clause:
Without limiting clause (ii) of Section II hereof, the Borrower agrees on demand (i) to pay all reasonable fees and expenses of counsel to the Administrative Agent, and (ii) to reimburse the Administrative Agent for all reasonable out-of-pocket costs and expenses, in each case, in connection with the preparatio... | Label: Expenses |
3b414759-58ec-4a5d-a877-f8624e192232 | Clause:
The Company and each of its Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as management of the Company believes to be prudent and customary in the businesses in which the Company and its Subsidiaries are engaged. Neither the Compan... | Label: Insurances |
3acfe0b9-2ee0-46cc-8871-aa26bbd81615 | Clause:
The Company shall use the net proceeds hereunder for general working capital purposes, and shall not use such proceeds: (a) for the satisfaction of any portion of any of the Company’s other debt (other than payment of trade payables in the ordinary course of the Company’s business and prior practices), (b) for ... | Label: Use Of Proceeds |
e8dc9730-1639-4dcb-b87d-4a7d27ece34b | Clause:
Company and its Subsidiaries have filed all Tax Returns that they were required to file under applicable laws and regulations, other than Tax Returns that are not yet due or for which a request for extension was filed. All such Tax Returns were correct and complete in all material respects and have been prepare... | Label: Taxes |
e1263bcd-a4bc-4f05-b75b-818c9eb2180f | Clause:
REIT Seller owns the Units, each REIT owns all of the Intermediate Interests in such REIT’s corresponding Mezz Owner, and each Mezz Owner owns all of the Intermediate Interests in such Mezz Owner’s corresponding REIT Property Owner, in each case free and clear of any and all liens, claims or encumbrances other ... | Label: Interests |
0c0d540a-3e81-48a1-b021-5b5fcea0523f | Clause:
All obligations of the Company applicable to its employees, whether arising by operation of Law, by contract, by past custom or otherwise, or attributable to payments by the Company to trusts or other funds or to any governmental agency, with respect to unemployment compensation benefits, social security benefi... | Label: Withholdings |
07bfe8e3-439f-4a2d-8fea-57bed124f271 | Clause:
Each of the Borrower and the Guarantors acknowledges, confirms and agrees that the Specified Defaults have occurred or may occur, and as a result thereof, the Agent and the Lenders have the right, other than during the Forbearance Period (as defined below), to exercise all such rights and remedies against the B... | Label: Remedies |
5681c64c-65f7-4f86-a8c4-0835221405f0 | Clause:
These Terms and Conditions and the Notice may be amended by the Committee at any time; provided , that no such amendment shall adversely affect the RSUs in any material way, without your written consent.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments... | Label: Amendments |
3896fc90-3a75-495c-8975-6cb18cb13a09 | Clause:
The Participant shall immediately be 100% vested in the Participant's Designated Roth Account.
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, Authorizati... | Label: Vesting |
31cf7f82-3f9f-4910-90d1-6e8eb5737c7f | Clause:
Participant acknowledges and agrees that Participant has reviewed the Agreement in its entirety, has had an opportunity to obtain the advice of counsel prior to executing and accepting the Award and fully understands all provisions of the Award.
Task: Classify this clause into ONE of these types (exactly one l... | Label: Representations |
2a0b7db7-eb4a-40e4-b1e3-afbe29e5d395 | Clause:
None of the officers or directors of the Company or any Subsidiary and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently a party to any transaction with the Company or any Subsidiary (other than for services as employees, officers and directors), including any... | Label: Transactions With Affiliates |
9fe4e128-78c4-470f-9764-5aaaf7321314 | Clause:
This Agreement (together with Schedule I and Schedule II ) constitutes the entire agreement among the parties hereto with respect to matters described herein and supersedes all other prior agreements and understandings, both written and oral, among the parties hereto with respect to such matters.
Task: Classif... | Label: Entire Agreements |
e31338aa-a28f-42cd-8d04-050293775bbe | Clause:
The Lenders agree to indemnify Agent in its capacity as such (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so), each in an amount equal to its pro rata share (based on its Commitments hereunder (or if such Commitments shall have expired or been terminate... | Label: Indemnifications |
d0433eb0-20ab-4589-9ef0-7ff9639f17a8 | Clause:
Any provision of this Agreement prohibited or rendered unenforceable by any applicable law or court of any jurisdiction shall as to such jurisdiction be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceab... | Label: Severability |
16bd7cc6-2bc2-4af2-9783-f2c8b7f69e34 | Clause:
The Seller will not, directly or to the knowledge of the Seller, indirectly, use any proceeds of a Purchase or Letter of Credit or lend, contribute or otherwise make available such proceeds of a Purchase or Letter of Credit to any Person, to fund any activities of or business with any Sanctioned Person or in an... | Label: Sanctions |
515cc4a7-8992-4fea-87bf-9d1034ac27ce | Clause:
Any notice, consent or demand required or permitted to be given under the provisions of this Plan shall be in writing and shall be signed by the party giving or making the same. If such notice, consent or demand is (i) delivered personally, the date of such delivery shall be deemed the date of notice, consent o... | Label: Notices |
1e129835-8255-4ece-92d0-3cd2acc8921f | Clause:
Each of Purchaser’s and PCM’s representations and warranties in this Agreement must be accurate (i) in all respects (in the case of any representation or warranty qualified by materiality or a similar term); or (ii) in all material respects (in the case of any representation or warranty not qualified by materia... | Label: Warranties |
f50b712a-0614-43c6-951a-09e2ba9280dd | Clause:
Upon the first, second and third anniversaries of the Date of Grant (each, a “Vesting Date”), one-third of the Units that have not been previously forfeited shall become vested. The Human Resources and Compensation Committee of the Company’s Board of Directors (the “Committee”) may, in accordance with the Plan ... | Label: Vesting |
1cd29fed-7069-4158-a3a2-a7f061102dce | Clause:
Not later than five (5) Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of all notices, requests and other documents (including amendments, waivers and other modifications) so received under or pursuant to any instrument, indenture, loan or credit or similar agreement and... | Label: Notices |
98361669-ae65-40b7-b7af-498bd84395d8 | Clause:
Except as otherwise provided for in Section 2 of Article III, and subject to Section 7 and Section 8(b) of Article II, payment for the PRSUs that have become nonforfeitable in accordance with Sections 3, 4, 5 or 6 of Article II shall be made in the form of (i) Common Shares for up to 100% of the ROIC and RTSR P... | Label: General |
0a090753-9909-4e97-aee1-898cc3d1d0e8 | Clause:
For all matters arising directly or indirectly from this Agreement or the Plan, the Company and the Grantee each (i) irrevocably consent and submit to the sole exclusive jurisdiction of the state and federal courts located in New York City, New York, and the Company and the Grantee hereto hereby irrevocably sub... | Label: Consent To Jurisdiction |
efc7915c-85ca-45ad-9102-1e8b4681826f | Clause:
As of the date of this Agreement, the authorized capital of the Company consists of 500,000,000 common shares and 5,000,000 preferred shares, without par value, of which 52,829,398 common shares are issued and outstanding as of June 7, 2016, all of which have been duly authorized and validly issued and are full... | Label: Capitalization |
8a84d106-c103-4d6e-84a9-2d553029f71d | Clause:
After giving effect to the making of the Loan and the other transactions contemplated by this Agreement to occur on the Effective Date, the Loan Parties, on a consolidated basis are, Solvent. No transfer of property is being made by any Loan Party and no obligation is being incurred by any Loan Party in connec... | Label: Solvency |
9f1a35f7-fd35-41b2-9ecf-fe0a37e1bb57 | Clause:
Upon the Borrower’s obtaining knowledge thereof, the Borrower will give written notice to the Administrative Agent within five Business Days of (i) the occurrence of a Default or Event of Default, specifying the nature and extent thereof and what action the Borrower proposes to take with respect thereto, (ii) a... | Label: Notices |
2370f9c0-2a3c-432f-9fe9-404166508ae9 | Clause:
The terms and provisions of the Existing Security Agreement are hereby amended and restated in their entirety by the terms and provisions of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approv... | Label: Amendments |
52550e61-1738-4571-9bd4-ec526e07bf1f | Clause:
Executive further acknowledges and agrees that he has carefully read this Agreement and that he has asked any questions needed for him to understand the terms, consequences and binding effect of this Agreement and fully understands it and that he has been provided an opportunity to seek the advice of legal coun... | Label: Representations |
49527033-703d-436f-9312-fe1ac54d5ad3 | Clause:
This Agreement will be governed by the laws of the State of New York without regard to conflicts of laws principles. Any controversy or claim arising out of, or relating to, this Agreement, or the making, performance, or interpretation thereof, shall be adjudicated by the Courts of New York and may only be brou... | Label: Governing Laws |
53f9c229-71a4-4a4a-b900-a8ad6e76d222 | Clause:
From the Agreement Date to the Closing Date, each of Intasco and Intasco USA shall, and Seller shall cause Intasco and Intasco USA to, maintain its existing Insurance Policies or obtain substantially similar coverage on presently insured property (real, personal, and mixed) owned or leased by Intasco or Intasco... | Label: Insurances |
ecde2c23-bc18-4c75-8cf2-3bf8b3353ea8 | Clause:
Unless this Agreement shall have been terminated pursuant to Article VI and subject to the satisfaction or waiver of the conditions set forth in Article V, the closing of the Stock Purchase (the “Closing”) will take place electronically no later than at 5:00pm. U.S. Pacific Standard Time on the business day thr... | Label: Closings |
c749cf9b-b165-40be-9382-7b866c03e56f | Clause:
There is no action, suit, proceeding, arbitration or investigation pending or, to Guarantor’s knowledge, threatened against Guarantor in any court or by or before any other Governmental Authority, in each case, which might have consequences that are reasonably likely to materially and adversely affect the perfo... | Label: Litigations |
ea189016-0eb2-4025-8268-93163df5b2f1 | Clause:
Amedisys hereby absolutely, unconditionally and irrevocably guarantees, as a primary obligor and not merely a surety, to the Company and the Equityholders (i) the performance of all obligations of Parent under this Agreement to the extent such obligations are to be performed prior to or at the Closing and (ii) ... | Label: Payments |
9d462ab4-feb1-4362-b5d4-e877496a32fe | Clause:
Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidit... | Label: Severability |
4882576b-50db-4147-b844-e48f27e2ab43 | Clause:
In the event that at any time, as a result of an adjustment made pursuant to this Section 3, the Holder shall, upon exercise of this Warrant, become entitled to receive securities or assets (other than Common Stock) then, wherever appropriate, all references herein to shares of Common Stock shall be deemed to r... | Label: Adjustments |
a26e396b-e1d4-4b27-bf2b-19f7642f48f7 | Clause:
The death of a Participant or an Inactive Participant prior to complete distribution of the Account shall be a distribution event.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignme... | Label: Death |
b5f1b6da-57cf-4648-a19e-1f11f436d711 | Clause:
Each Credit Party will, and will cause each of its Subsidiaries (other than any Immaterial Subsidiary) to, at all times preserve and keep in full force and effect its existence and all rights and franchises, licenses and permits material to its business, except to the extent permitted by Section 8.8 or constit... | Label: Existence |
39f36d11-d795-4940-8a6a-f3d1996fdb7f | Clause:
Any and all notices or other communications or deliveries to be provided by the Company, or by Holder hereunder, including, without limitation, any Notice of Conversion, shall be in writing and delivered personally, by facsimile, or sent by a nationally recognized overnight courier service, addressed to the res... | Label: Notices |
8f4071c1-57e4-4752-a5f6-5b39df6f9a18 | Clause:
The Borrower will, and will cause each of its Subsidiaries to, (a) keep and maintain all property material to the conduct of business of the Borrower and its Subsidiaries in good working order and condition, ordinary wear and tear excepted, and (b) maintain with financially sound and reputable carriers insuranc... | Label: Insurances |
18abaa96-762b-4c08-838a-9a4ef64722cd | Clause:
The Company will continue to provide you the opportunity to enroll in the company’s benefit programs currently offered to other senior executives in your geographic region. Each plan is offered to you, subject to the employee premium co-pay policies currently in effect. In addition, subject to approval of the B... | Label: Benefits |
f29b9f78-cff7-4fc7-990c-af0ca7cebb5f | Clause:
The parties hereto recognize that the Company or an Affiliate may be obligated to withhold federal and state taxes or other taxes upon the vesting of the Restricted Shares, or, in the event that Recipient elects under Section 83(b) of the Internal Revenue Code of 1986, as amended from time to time (together wit... | Label: Tax Withholdings |
8a889502-a0fb-4ab5-baea-bacaa5f6ffb8 | Clause:
This Agreement shall be governed by, and construed in accordance with the laws of the State of Delaware, without giving effect to any choice or conflict of laws provision or rule (whether of the State of Delaware or any other jurisdiction); provided , however , that the laws of the State of Florida shall govern... | Label: Governing Laws |
300ec97f-b596-446e-ae6c-b234dad2454e | Clause:
The term of this Agreement shall commence on the Effective Date and, unless terminated earlier as provided below, shall terminate on the expiration of Imprimis’ obligation to pay Commissions hereunder.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, ... | Label: Terms |
fed9d834-2a71-4733-a533-d08cf44b6731 | Clause:
During the Period of Employment, the Company shall pay Executive, and Executive agrees to accept from the Company, in full payment for his services, a base salary at an annual rate of one hundred and fifty thousand dollars ($150,000) per year, payable in accordance with the Company’s general payroll practices i... | Label: Base Salary |
72397419-2fc3-4f90-9e0d-3f5b416149b8 | Clause:
This Agreement, the other Loan Documents and any Designated Hedge Documents represent the final agreement among the parties with respect to the subject matter hereof and thereof, supersede any and all prior agreements and understandings, oral or written, relating to the subject matter hereof and thereof, and ma... | Label: Entire Agreements |
68caca66-3b63-4b8f-81ec-b015eb92a30c | Clause:
All representations and warranties of Borrower and Guarantor in the Loan Documents shall survive the making of the Loan and have been or will be relied on by Lender and Lender notwithstanding any investigation made by Lender or Lender, as the case may be. All indemnification obligations under this Agreement, in... | Label: Warranties |
b3c5fd69-7fa2-4921-8ac2-6841531a77b4 | Clause:
You agree to keep the terms and existence of this Agreement confidential to the extent allowed by law. You shall not voluntarily disclose the contents of this Agreement to other persons or third parties unless such disclosure (a) is consented to in writing by both parties, or (b) compelled by legal process such... | Label: Confidentiality |
b4aee56a-3ea1-416c-bb8d-bdd307165725 | Clause:
In the event any Lender shall incur any loss or expense (including any loss (other than lost profit) or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to make, continue or maintain any portion of the principal amount of any Loan as, or to convert... | Label: Indemnity |
c539c784-164d-4801-8570-f6d1b0023a16 | Clause:
Each of Elliott, on the one hand, and the Company, on the other hand, acknowledges and agrees that irreparable injury to the other Party hereto would occur in the event any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached and that such inj... | Label: Specific Performance |
da35c67b-bf92-469d-b0b8-3e3c2b33b4e1 | Clause:
(i) Each of the Acquisition Agreement Representations shall have been accurate as of 8:00 a.m. (eastern Australian time) on the Second Court Date and (ii) each of the Specified Representations shall be accurate on the Closing Date, and the Administrative Agent shall have received a certificate, dated as of the ... | Label: Representations |
e839574f-3f4f-4c71-99b6-cf425371a2f6 | Clause:
The Parties acknowledge that, as set forth in Section 7.22 of the Asset Purchase Agreement, all transition services were to end by May 29, 2015. Service Provider hereby confirms that Service Provider has received approval from its Affiliate to continue certain transition services beyond May 29, 2015. The Partie... | Label: Miscellaneous |
5f5a6b0f-4f1e-4318-98e3-82b7c0474610 | Clause:
(a) Except as otherwise expressly provided herein, all notices and other communications provided for hereunder shall be in writing (including telegraphic, telex, telecopier or cable communication) and mailed, telegraphed, telexed, telecopied, cabled or delivered: if to the Borrower, at the Borrower’s address sp... | Label: Notices |
2864487e-15a1-4d96-ba8c-e3c732044ad3 | Clause:
This Agreement may be executed in one or more counterpart copies, each of which will be deemed to be an original copy of this Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement. The exchange of copies of this Agreement and of signature pages by electronic tr... | Label: Counterparts |
5d937022-5b8a-4910-b4d4-a4eec73a5160 | Clause:
The Borrowers will use the proceeds of the Loans only as provided in Section 8.08 .
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 S... | Label: Use Of Proceeds |
efedb86d-e280-4fb0-9c9f-08a674b5bd91 | Clause:
If any provision of this Addendum No. 11 is deemed to be invalid or unenforceable for any reason, the remainder of this Addendum No. 11 will not be affected. In addition, in lieu of such invalid or unenforceable provision, there will be added automatically as a part of this Addendum No. 11, a valid and enforcea... | Label: Severability |
2983e21c-9d7a-4795-96a4-f73a1bda0ff8 | Clause:
Pursuant to the Act, this Agreement shall be effective as of the time of the filing of the Certificate of Formation of the Company with the office of the Florida Secretary of State.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws... | Label: Effectiveness |
8d912edc-f6da-4d24-9e60-d9ea87c76008 | Clause:
Except as set forth in Schedule 3.12 , the Borrower owns all right, title and interest in and to the Intellectual Property licensed by the Borrower to CBI as set forth in the IP Agreement, without conflict with the rights of any other person. To the Borrower’s knowledge, the use of such Intellectual Property do... | Label: Intellectual Property |
bbc003aa-0775-4c6c-a57d-16cdffa817d0 | Clause:
This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of California without regard to conflict of laws principles. In the event that any dispute arises under this Agreement, the Parties agree that proceedings will take place exclusively in Alameda County in the St... | Label: Governing Laws |
cd000fd6-ae18-425f-b220-30a9820515cb | Clause:
The Mortgagor shall pay and perform the Obligations in full as and when the same shall become due under the Loan Documents and when they are required to be performed thereunder.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Ap... | Label: Payments |
32256d98-b86c-4d73-a95d-843d0971aa46 | Clause:
There is no action, suit, inquiry, notice of violation, proceeding or investigation completed, pending or, to the knowledge of Company, contemplated or threatened against or affecting Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, governmental or administrative... | Label: Litigations |
228a94c4-bd11-42d3-a546-5b6d7cf3ada5 | Clause:
The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that neither the Borrower nor any other Credit Party may assign or otherwise transfer any of its rights or obligations hereunder without the ... | Label: Successors |
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