id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
8b841254-60a1-4a00-91da-6b29c06d12d6 | Clause:
During the Employment Term, the Company shall pay Executive in substantially equal monthly or more frequent installments, an annual salary of Six Hundred Thousand Dollars ($600,000) (“ Base Salary ”), payable in accordance with the normal payroll practices and schedule of the Company. Executive’s Base Salary s... | Label: Base Salary |
04f39dae-f04e-4f25-8c23-34163d8aad07 | Clause:
Any representation, warranty or statement made or deemed to be made by the Maker herein or in any statement or certificate delivered or required to be delivered pursuant hereto shall prove untrue in any material respect on the date as of which it was deemed to have been made.
Task: Classify this clause into ON... | Label: Representations |
f562376d-b3c6-440e-8ea4-6e3f167b86f8 | Clause:
The Borrower, the Guarantor and each of their Subsidiaries are entities duly incorporated or organized and validly existing in good standing under the laws of the jurisdiction in which they are formed or incorporated, and have the requisite power and authorization to own their properties and carry on their busi... | Label: Organizations |
f0af1314-93bb-4ef7-b584-37e00d92368d | Clause:
Subject to the terms and conditions of this Supplement and the Note Purchase Agreement, the Company will issue and sell to each of the Purchasers, and the Purchasers will purchase from the Company, at the Closing provided for in Section 3, Series 2016-1 Notes in the principal amount specified opposite their res... | Label: Sales |
f08157b2-3b46-47ab-9a8e-f62705e3d2ca | Clause:
Except as otherwise provided in Section 4 below, your Stock Option shall have a term of ten (10) years from [ ] until [ ] (the “Expiration Date”) and shall vest in accordance with the vesting schedule. If the Expiration Date falls on a date on which the New York Stock Exchange is closed for trading, the Expirat... | Label: Terms |
a140cecc-a02f-4e6e-8c80-ddb69f181e38 | Clause:
Each of Administrative Agent, Swingline Lender, Issuing Bank and the Lenders shall hold all Information regarding Parent and its Subsidiaries and their businesses in accordance with such Administrative Agent’s, Issuing Bank’s, Swingline Lender’s or Issuing Bank’s, as applicable, customary procedures for handlin... | Label: Confidentiality |
e1fdfe24-dce7-4249-a6db-d2d7961d38fa | Clause:
If Executive is prevented from performing his/her duties hereunder by reason of any physical or mental incapacity that results in Executive’s satisfaction of all requirements necessary to receive benefits under the Company’s long-term disability plan due to a total disability, then, to the extent permitted by l... | Label: Disability |
1c2ed0af-9cdf-4af1-ae40-ec45f005004b | Clause:
Unless otherwise set forth in this Agreement, the representations and warranties of the Parties contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement and the Closing and shall in no way be affected by any investigation or knowledge of the subject matter there... | Label: Survival |
0a72b5b8-8315-4d48-b938-94836caa13c3 | Clause:
This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and may be amended only in a writing that is executed by each of the parties hereto.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, ... | Label: Entire Agreements |
50cb98ad-ad6e-41a7-abe0-f142c30a0506 | Clause:
(a) Any Person shall engage in any non-exempt “prohibited transaction” (as defined in Section 406 of ERISA or Section 4975 of the Code) involving any Plan, (b) any unpaid and past due “minimum required contribution” (as defined in Section 303 of ERISA), whether or not waived, shall exist with respect to any Pla... | Label: Erisa |
2ad42c7b-7180-4215-ac7a-7594c017706b | Clause:
Buyer has full power and authority to enter into this Agreement.
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, Bi... | Label: Authority |
6d641c86-b564-4b13-aa4a-a61463fc2fd3 | Clause:
The New Administrative Agent shall have received all accrued and unpaid interest on the Original Term Loans and the Existing Revolving Credit Commitments, all fees required to be paid, and all expenses for which reasonably detailed invoices have been presented (including the reasonable fees and expenses of lega... | Label: Fees |
bece3faa-3fd8-410b-a293-fab90bb4032e | Clause:
Except for Jon Vance of MedDx Strategy Partners, LLC, Venaxis has not retained any broker, finder or agent or agreed to pay any brokerage fees, finder's fee or commissions with respect to transactions contemplated hereby.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agre... | Label: Brokers |
d86ba018-0391-4c98-8a4f-f3e72b6fabd9 | Clause:
This Stock Purchase Agreement may be executed in several counterparts, each of which shall be deemed to be an original and which together shall constitute one and the same instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption La... | Label: Counterparts |
dfcee9dc-cd24-4a61-ace1-39ddf9b45869 | Clause:
An SAR is an Award entitling the holder, upon exercise, to receive an amount in cash or Common Stock or a combination thereof (such form to be determined by the Board) determined in whole or in part by reference to appreciation, from and after the date of grant, in the Fair Market Value of a share of Common Sto... | Label: General |
2741076b-e645-430a-a846-cc22b7fe75f4 | Clause:
No waiver of any provision or condition of, or default under, this Agreement by any party shall be valid unless in writing signed by such party. No such waiver shall be taken as a waiver of any other or similar provision or of any future event, act, or default.
Task: Classify this clause into ONE of these type... | Label: Waivers |
bb0ce9e4-5d89-47f3-805f-d49f05feaf7f | Clause:
Lender may sell, transfer or assign all or any portion of its interest or one or more participation interests in the Loan, the Loan Documents, the Guaranty and the Environmental Indemnity at any time and from time to time, including, without limitation, its rights and obligations as servicer of the Loan. Lender... | Label: Participations |
0518755f-b3e2-4a1c-9062-8fe16f5a39ff | Clause:
This Guarantee represents the agreement of Guarantor and the Purchasers with respect to the subject matter hereof, and there are no promises, undertakings, representations or warranties by the Purchasers relative to the subject matter hereof not expressly set forth or referred to herein or in the other Transact... | Label: Integration |
06b35ea0-ec83-45cd-b108-bd09c70cc8dd | Clause:
This Amendment may be executed in any number of counterparts and any party hereto may execute any such counterpart, each of which when executed and delivered shall be deemed to be an original and all of which counterparts taken together shall constitute but one and the same instrument. This Amendment shall beco... | Label: Miscellaneous |
889b7ef3-fd17-4d10-b1b6-1ba1a5d523c3 | Clause:
Upon a Change in Control then (1) the vested portion of the Option or Stock Appreciation Right, to the extent unexercised and exercisable on the date on which the Participant’s Service terminated, may be exercised by the Participant (or the Participant’s guardian or legal representative) at any time prior to th... | Label: Change In Control |
96935a0f-063c-421e-8d38-bff28fec02be | Clause:
Each of the parties hereto hereby irrevocably waives any and all right to trial by jury in any legal proceeding arising out of or related to this agreement or the transactions contemplated hereby.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-... | Label: Waiver Of Jury Trials |
7e6afbe3-e151-4ed4-928f-709a3848c17d | Clause:
The parties’ rights and obligations under this Agreement will bind and inure to the benefit of their respective successors, heirs, executors, administrators and permitted assigns. Company may freely assign this Agreement, and Consultant expressly agrees that any intellectual property rights licensed to Company ... | Label: Assignments |
4c1704ec-e7da-4494-8c35-11e777c2cfef | Clause:
Except as set forth in Schedule 3.1 (j) there is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, governmen... | Label: Litigations |
8fb87230-6dae-4189-a84e-ce8ccf5ef7b0 | Clause:
THIS AGREEMENT SHALL PURSUANT TO NEW YORK GENERAL OBLIGATIONS LAW SECTION 5-1401 BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS EXECUTED, AND TO BE FULLY PERFORMED, IN SUCH STATE.
Task: Classify this clause into ONE of these types (exactly one label)... | Label: Governing Laws |
26eee638-cfcb-4cab-97a0-7dde786ce50e | Clause:
The occurrence of the Commencement Date shall be deemed the full performance and discharge of every obligation on the part of Assignor to be performed hereunder, except for those obligations of Assignor which are expressly stated in this Assignment to survive the Closing.
Task: Classify this clause into ONE of... | Label: Survival |
3d47dd92-681b-4ebf-bed7-d4d8e8b63110 | Clause:
The Administrative Agent shall have received the financial statements for the Borrower and its Subsidiaries set forth in the Form 10 filed by the Borrower with the SEC on February 26, 2014, calculated on a Pro Forma Basis after giving effect to the Corporate Spin-Off.
Task: Classify this clause into ONE of the... | Label: Financial Statements |
f17be4f4-f869-4939-8cd6-49a9bcfbdd66 | Clause:
If any term or condition of this Note shall be held to be invalid or unenforceable, the rest of the Note shall be enforced without the invalid or the unenforceable provision.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Appli... | Label: Severability |
9cecdc8c-f190-4a36-ae99-c23c1aff8c0c | Clause:
The Company shall use the proceeds from the sale of the Securities materially for the purposes set forth in the budget previously delivered by the Company to Investor and shall not, directly or indirectly, use such proceeds for any loan to or investment in any other corporation, partnership, enterprise or other... | Label: Use Of Proceeds |
8cedca37-97e1-4ae6-bed5-8d93c6858ac2 | Clause:
The headings of various sections of this Agreement have been inserted for reference only and shall not be deemed to be a part of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitra... | Label: Headings |
888fed7e-5299-4329-8804-6774c1a9f28c | Clause:
The Company may terminate your employment if you are Disabled. You shall be considered to be “Disabled” if you are unable to perform the essential functions of your then existing position or positions under this Agreement (or are expected, based on a reasonable degree of medical certainty, to be unable to perfo... | Label: Disability |
a6b70ce2-54d4-44f3-bdb3-7212c5a4a686 | Clause:
EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER RELATED AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY .
Task: Classify... | Label: Waiver Of Jury Trials |
abb20938-0fc4-4da2-9054-956c87c34ede | Clause:
In the event of a Corporate Transaction or Share Change, the Restricted Stock shall be adjusted as and to the extent provided in Section 3(d) of the Plan.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approval... | Label: Adjustments |
60c78eda-97fa-467b-896c-cf306b6516d3 | Clause:
The above Recitals are incorporated by reference. Capitalized terms used but not otherwise defined herein have the meaning ascribed to such terms in the Amended and Restated Employment Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-C... | Label: Definitions |
9bc76425-9948-47b0-b616-dbc38a6e2a84 | Clause:
Each Loan Party will, and will cause each Restricted Subsidiary to, (a) do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, qualifications, licenses, permits, franchises, governmental authorizations and intellectual property rights... | Label: Existence |
2def71a6-2d04-47ae-884b-010a9a88581f | Clause:
Article and Section headings in the Loan Documents are included in such Loan Documents for the convenience of reference only and shall not constitute a part of the applicable Loan Documents for any other purpose.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, A... | Label: Headings |
d9c3b843-3dd6-4ad1-9b4a-3d127702fdf5 | Clause:
No Partnership Interest shall be transferred, in whole or in part, except in accordance with the terms and conditions set forth in this Article XI. Any transfer or purported transfer of a Partnership Interest not made in accordance with this Article XI shall be null and void.
Task: Classify this clause into ON... | Label: General |
1e79d678-904e-4f24-a76f-1253ffbae78d | Clause:
Except as set forth on Schedule 3.5 , no Seller Party currently has, or has had, any Subsidiaries through which the Business is or has been conducted.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, A... | Label: Subsidiaries |
51515a9f-272c-4990-abf5-7f86260c73d9 | 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 Award under any applicable law, such provision shall be construed or deemed amended to conform to applicable law (or if such provision cannot be so ... | Label: Severability |
75effa18-ee3b-4cf1-a949-bb437151aba3 | Clause:
The Plan shall become effective on the date it is approved by the Company’s shareholders, which shall be considered the date of its adoption for purposes of Treasury Regulation §1.422-2(b)(2)(i). No Awards shall be made under the Plan prior to its effective date. If the Company’s shareholders fail to approve th... | Label: Effective Dates |
e18ede25-9e24-4715-b3bd-5e0035ca672b | Clause:
Except as provided in the Employee’s equity award agreement(s) and Employment Agreement, if applicable, this Agreement sets forth the entire agreement of the parties hereto in respect of the subject matter contained herein and supersedes all prior agreements, promises, covenants, arrangements, communications, r... | Label: Entire Agreements |
b4d6994b-b13c-42e2-9c66-9766d6363352 | Clause:
Holders shall be entitled to receive, and Borrower shall pay, simple interest on the outstanding principal amount of this Note at the annual rate of twelve percent (12%) per annum payable in cash on the Maturity Date.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreemen... | Label: Interests |
3bb7cc8d-887b-43d7-acee-85696a9532aa | Clause:
This Agreement shall be effective as of the Effective Time and shall be in effect until terminated in accordance with this Article V (the “ Term ”). This Agreement shall terminate upon the earlier to occur of (a) the last date on which either Party is obligated to provide any individual Service to the other Pa... | Label: Terms |
ed4e0238-eb5e-4703-9934-08bbf56a0da3 | Clause:
All covenants, representations and warranties made herein shall continue in full force and effect until the Final Payout Date. Each Originator’s obligations to indemnify Originator Indemnified Parties pursuant to the terms of this Agreement or any other Transaction Document with respect to expenses, damages, lo... | Label: Survival |
94934cc9-d4b6-4ea8-a030-ff6d3528a41c | Clause:
The Board of Directors shall appoint an appropriate person or entity to prepare and file any tax returns or other filings which may be appropriate for the Joint Venture.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable... | Label: Taxes |
6fa3fb94-66c3-47c1-aadf-ecd36c819889 | Clause:
The definitions of capitalized terms used in this Agreement are provided in Section 16.
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, Ba... | Label: Defined Terms |
72afcd87-8407-44a1-b015-3343afc6b1f6 | Clause:
Restricted Stock Unit Awards may (but need not) be made subject to Vesting Conditions based upon the satisfaction of such Service requirements, conditions, restrictions or performance criteria, including, without limitation, Performance Goals as described in Section 10.4, as shall be established by the Committe... | Label: Vesting |
deca101c-7c7e-401e-86e9-3691a57cfc50 | Clause:
This Agreement may be terminated in the absolute discretion of the Representative, by notice to the Company, if after the execution and delivery of this Agreement and on or prior to the Closing Date (i) trading generally shall have been suspended or materially limited on the New York Stock Exchange or The NASDA... | Label: Terminations |
637db4b7-f479-4d74-add1-e266f975aba7 | Clause:
These terms constitute a part of the Declaration. The Sponsor will provide a copy of the Declaration, the Guarantee, and the Indenture to a Holder without charge on written request to the Sponsor at its principal place of business.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustm... | Label: Miscellaneous |
3364e438-f81d-4107-844d-470a3dfa149c | Clause:
The use of proceeds with regards to the Minimum Purchase Price, the Maximum Purchase Price, or any additional amounts up to the Maximum Purchase Price the Purchaser invests, shall be subject to the Purchaser's review and approval, which approval shall not be unreasonably withheld.
Task: Classify this clause in... | Label: Use Of Proceeds |
8842ecea-3d1d-4fe7-9fc8-716e55a54711 | Clause:
Cornell will pay all required taxes on Cornell’s income from Annapurna under this Agreement. Cornell will provide Annapurna with Cornell’s taxpayer identification number.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicabl... | Label: Taxes |
4053d2cf-e83e-438f-b3d8-363f285920b0 | Clause:
The Lender may at any time, without the consent of, or notice to, the Borrowers, sell participations to any Person (other than a natural person or any Borrower or any of the Borrowers’ Affiliates or Subsidiaries) (each, a “ Participant ”) in all or a portion of the Lender’s rights and/or obligations under this ... | Label: Participations |
366546bf-809a-4b7b-be65-145bc4e06a74 | Clause:
If the Merger is consummated, the obligations set forth in this Agreement shall remain in full force and effect and shall survive the Closing Date.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbi... | Label: Survival |
65b8ca5d-d214-4074-8527-a17e00000850 | Clause:
The provisions of this Transition Agreement are severable, and if any part of it is found to be unenforceable, the other paragraphs shall remain fully valid and enforceable. This Transition Agreement shall survive the termination of any arrangements contained herein.
Task: Classify this clause into ONE of thes... | Label: Severability |
8fdcf115-231d-49f8-8e29-610004c65f9d | Clause:
The Borrower hereby absolutely and unconditionally releases and forever discharges the Lender, and any and all participants, parent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors and assigns thereof, together with all of the present and former directors, office... | Label: Releases |
7ed9e3bb-5f47-4c93-bdc5-3b47ebeaeef4 | Clause:
Guarantor acknowledges and agrees that this Guaranty accurately represents and contains the entire agreement between Guarantor and Holder with respect to the subject matter hereof, that Guarantor is not relying, in the execution of this Guaranty, on any representations (whether written or oral) made by or on be... | Label: Entire Agreements |
edd8012b-bf1d-4f7e-8d8b-66e367f6560e | Clause:
Promptly after any Authorized Officer has become aware of the commencement thereof, notice of all actions, suits, proceedings or investigations before or by any Official Body or any other Person against any Loan Party or Subsidiary of any Loan Party which relate to the Collateral, involve a claim or series of c... | Label: Litigations |
741aa365-3dff-4b89-b86b-675a8e405ee6 | Clause:
The Obligors shall comply in all material respects with the applicable laws of any governmental authority having jurisdiction over the Obligors as a result of this Lease Agreement and their respective performance under this Lease Agreement.
Task: Classify this clause into ONE of these types (exactly one label)... | Label: Compliance With Laws |
0875176f-1223-478c-aa2b-37b903fac2e2 | Clause:
THE PARTIES AGREE THAT ANY AND ALL DISPUTES ARISING OUT OF THE TERMS OF THIS AGREEMENT, THEIR INTERPRETATION, AND ANY OF THE MATTERS HEREIN RELEASED (A “CLAIM”) SHALL BE SUBJECT TO ARBITRATION IN SANTA CLARA COUNTY, CALIFORNIA, BEFORE A SINGLE ARBITRATOR WITH JUDICIAL ARBITRATION & MEDIATION SERVICES (“JAMS”), ... | Label: Arbitration |
d5658e05-daa2-4d72-a033-9bba6788175d | Clause:
The Releasor Parties agree not to file for themselves or on behalf of any other party, any claim, charge, complaint, action, or cause of action against the Released Persons and Entities related to or arising from the Released Claims, and further agree to indemnify and hold harmless the Released Persons and Ent... | Label: Indemnifications |
abeeb11c-c591-4b1d-80e1-152c2ab32150 | Clause:
The Common Stock of the Company is registered pursuant to Section 12(g) of the Exchange Act. During the year preceding this Agreement, the Company has timely filed all reports, schedules, forms, statements and other documents required to be filed by it with the Commission pursuant to the reporting requirements ... | Label: Financial Statements |
60388399-7eac-4c34-b857-9a0a64f5cf2a | Clause:
This Agreement supersedes all previous oral or written agreements, understandings or arrangements between the Company and you regarding a termination of your employment with the Company or a change in your status, scope or authority and the salary, benefits or other compensation that you receive from the Compan... | Label: Entire Agreements |
106db7fb-f449-4f53-897d-7778f50ad06e | Clause:
This Agreement may be executed and delivered (including by facsimile transmission) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed and delivered shall be deemed to be an original but all of which taken together shall constitute one and the s... | Label: Counterparts |
1621a17f-0294-4247-9cf4-538ada1e7e08 | Clause:
This Agreement and the Schedules hereto collectively constitute the entire agreement among the Parties pertaining to the subject matter hereof and supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties pertaining to the subject matter hereof. In the... | Label: Entire Agreements |
4beff83f-adb7-4dae-953c-e224f8c80316 | Clause:
For and in consideration of the covenants and promises contained herein and in the Split-Off Agreement, the receipt and sufficiency of which are hereby acknowledged, Buyer, for itself and on behalf of the Subsidiaries (as defined in a Split-Off Agreement between the Seller and Buyer dated the date hereof (the “... | Label: Releases |
bdd1ad3f-dd1b-400e-b7e6-eda02a1e3752 | Clause:
This Agreement, the Plan and the other Definitive Documents may not be modified, amended, or supplemented without the prior written consent of the Debtors and the Requisite Majority Consenting Noteholders; provided that (i) the economic and adequate protection provisions of the DIP Orders may not be modified, a... | Label: Amendments |
848feb3d-3169-4ecf-95d3-8407c85c7b17 | Clause:
The Borrower will, and will cause each Subsidiary to, maintain, with financially sound and reputable insurance companies, insurance in such amounts (with no greater risk retention) and against such risks as are customary among companies of established reputation engaged in the same or similar businesses and ope... | Label: Insurances |
b6d98fd0-3dc0-4159-a51a-1eccb8a2fde4 | Clause:
The Plan and this Agreement (including all Exhibits hereto, if any) constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and the Participant with respect to the subject matter hereof.
Task: Classify this clause into ONE of these typ... | Label: Entire Agreements |
98577396-c4c3-4d1b-9763-1fdc30a33fbc | Clause:
Landlord shall pay Landlord’s Broker a commission in connection with Landlord’s Broker’s negotiation of this Lease pursuant to a separate written agreement. Other than such Landlord’s Brokers and Tenant’s Brokers, Landlord and Tenant each represent and warrant to the other that no broker, agent, or finder has p... | Label: Brokers |
18741d88-16f8-4fe2-8995-039c781d42f6 | Clause:
Seller is a limited partnership validly existing and in good standing under the laws of its state of formation with the limited partnership power to own all of its properties and assets and to carry on its business as it is currently being conducted. Seller is duly qualified to do business and is in good standi... | Label: Organizations |
bd0c2f87-1120-4a35-9f6c-4a83a4f50a1b | Clause:
This Agreement shall terminate on the third anniversary of the effective date hereof unless either (1) a Change of Control occurs on or before such third anniversary or (2) the Committee determines to extend this Agreement for an additional three-year term or such shorter period as it determines to be appropria... | Label: Terminations |
53b61b18-ec6c-4879-a792-37c007a97b9e | Clause:
All representations and warranties made by the Grantors in this Agreement 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 this Agreemen... | Label: Survival |
4fb3c5af-6d0c-4f4c-b887-1d7ab219c7b8 | Clause:
The Company or any Subsidiary is authorized to withhold from any Award, from any payment due or transfer made under any Award (including from a distribution of Stock) or from any compensation or other amount owing to a Participant the amount (in cash, Shares, or other property) of any applicable taxes required ... | Label: Tax Withholdings |
acd9b7a6-edf7-4a10-925f-95f611f58229 | Clause:
This Sublease shall in all respects be governed by and construed in accordance with the laws of the State of New York. If any term of this Sublease is held to be invalid or unenforceable by any court of competent jurisdiction, then the remainder of this Sublease shall remain in full force and effect to the full... | Label: Severability |
4c367288-f294-421e-9552-5f41ec0833b0 | Clause:
Notices hereunder shall be given only by personal delivery, registered or certified mail, return receipt requested, overnight courier service, by email, and shall be deemed delivered immediately when personally delivered or sent via email (with return receipt requested and received) or three days following such... | Label: Notices |
56c5b020-1b13-4863-8d0f-c735d41d4ef8 | Clause:
Subject to the provisions of Article XIII and except as otherwise expressly provided, the provisions of this Lease shall be binding upon, and shall inure to the benefit of, the parties hereto and each of their respective representatives, heirs, successors and assigns.
Task: Classify this clause into ONE of the... | Label: Benefits |
ba0af6d8-bf48-4164-ad4f-529cbbde5ff7 | Clause:
This Warrant and any claims, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Warrant shall be governed by, and construed in accordance with, the law of the State of New York (including Sections 5-1401 and 5-1402 of the New York Ge... | Label: Governing Laws |
360f23bf-367b-4512-b774-28da99e93cf9 | Clause:
Executive shall be entitled to vacation time in accordance with the Company’s vacation policy for senior executives. Executive acknowledges that given his position at the Company, Executive will remain generally available and accessible to the Company’s senior managers through an electronic means of communicat... | Label: Vacations |
d4047397-60fa-4d6b-9b7c-f3de33ae0040 | Clause:
Borrower agrees to pay on demand all reasonable out-of-pocket costs and expenses of Agent (including reasonable attorneys’ fees) incurred in connection with the preparation, negotiation, execution, delivery and administration of this Amendment and all other instruments or documents provided for herein or delive... | Label: Expenses |
19396c86-c6d5-4d6f-b32f-51e880e4b270 | Clause:
Directly or indirectly use the proceeds of any Credit Extension for any purpose that would materially breach any Anti-Corruption Laws or cause any party to this Agreement or any other Loan Document (including any Secured Party) to be in violation of any applicable Anti-Corruption Laws.
Task: Classify this clau... | Label: Anti-Corruption Laws |
90236f8b-2ecf-46a3-b57d-d0c3ada60582 | Clause:
The authorized, issued and outstanding capital stock of the Company is as set forth in Transaction Documents and all issued and outstanding shares of capital stock of the Company are validly issued, fully paid and nonassessable. Except as set forth in Transaction Documents hereto, (i) there are no outstanding s... | Label: Capitalization |
c2bcd2c7-3e86-4883-ab8a-a3e206bf5569 | Clause:
Borrower has good, marketable and indefeasible title in fee to the real property and good title to the balance of the Property, free and clear of all Liens except the Permitted Encumbrances. All transfer taxes, deed stamps, intangible taxes or other amounts in the nature of transfer taxes required to be paid by... | Label: Titles |
bc835faf-bb74-4ffa-80fe-5341815df576 | Clause:
Except in connection with a Vesting Acceleration Event defined in Paragraph 3(c) of this Agreement or as provided in Section 13.3 of the Plan, all shares of Restricted Stock that are not considered Vested by or at the cessation of the Participant’s employment with the Company or a Subsidiary (or both in the cas... | Label: Forfeitures |
81553629-ff9e-4100-989f-2e4b5906a623 | Clause:
Executive shall be entitled to five (5) weeks paid vacation and five (5) days of paid personal business time each year during the Term. Any vacation or personal business days not used in any year shall be subject to forfeiture or accrual pursuant to the Company’s then-current vacation policy.
Task: Classify th... | Label: Vacations |
69a3f46b-fc7a-47cc-8c61-eb48fcf5a017 | Clause:
If a court of competent jurisdiction determines that any portion of this Agreement is in violation of any statute or public policy, then only the portions of this Agreement which violate such statute or public policy shall be stricken, and all portions of this Agreement which do not violate any statute or publi... | Label: Severability |
85bee993-872c-432a-888d-e8f6936be63e | Clause:
All representations and warranties made in this Consent shall survive the execution and delivery of this Consent and the effectiveness of the Amendments, and no investigation by the Holders of this Consent shall affect such representations and warranties or the right of the Holders to rely upon them.
Task: Cla... | Label: Warranties |
3cbe5e3a-71e8-4308-b209-d1aa58d8cf86 | Clause:
This Agreement is binding on and for the benefit of the Company and the Executive and their respective successors, heirs, executors, administrators, and other legal representatives. Neither this Agreement nor any right or obligation hereunder may be sold, transferred, assigned, or pledged by the Company or by t... | Label: Assignments |
fd327926-72d7-4c92-9910-02bc99d94f1b | 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 Borrower nor any other Credit Party may assign or otherwise transfer any of its rights or obligations hereunder without the prio... | Label: Successors |
6619cc3b-5389-4820-afb0-79ca236b3f7b | Clause:
The words “Sublandlord” and “Subtenant” as used herein shall include the plural as well as the singular. The necessary grammatical changes required to make the provisions hereof apply either to corporations or partnerships or individuals, men or women, as the case may require, shall in all cases be assumed as t... | Label: Terms |
50784fa0-2d3b-41e0-99ce-2e7dac8a3572 | Clause:
This Agreement may be amended or modified only by a written instrument signed by the Executive and the President of the Company.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignment... | Label: Amendments |
bf3e05cd-d454-4aa5-a797-08ccf7528b00 | Clause:
The captions and headings of this Agreement are for convenience of reference only and do not in any way limit or amplify the terms and provisions hereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals... | Label: Headings |
72f65cb8-1d42-4ae0-9210-678e66d048d5 | Clause:
The Executive will promptly inform the Company of any Creations he conceives or develops during the Term. The Executive shall (whether during his employment or after the termination of his employment) execute such written instruments and do other such acts as may be necessary in the opinion of the Company or i... | Label: Disclosures |
c899c485-997c-4f04-9cd7-a2cdfcfc1bd8 | Clause:
The provisions of Section 5 this Transition Agreement shall survive the termination of this Transition Agreement and/or the termination of the Executive’s employment to the extent necessary to effectuate the terms contained herein.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustm... | Label: Survival |
585d0997-568a-4c3f-b9ad-9212b5bbeeff | Clause:
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. The execution of this Agreement may be made by facsimile signature, which shall be deemed to be an original.
Task: Classify this clause ... | Label: Counterparts |
4daee09e-4e09-43e9-aef2-2fd4cbd8d1ff | Clause:
Each Subsidiary Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any Subsidiary Guarantor and without notice to or further assent by any Subsidiary Guarantor, any demand for payment of any of the Obligations made by the Administrative Agent or any Lender... | Label: Amendments |
8c63536e-ed3a-49df-b94b-77b87a6eaada | Clause:
This 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. Images of signatures transmitted by facsimile or other electronic transmission ( e.g. .... | Label: Counterparts |
7cf81d8b-4760-46cb-9d13-e83a34e69655 | Clause:
Except as otherwise provided herein, Grantor waives all notices and demands in connection with the enforcement of Secured Party’s rights hereunder. All notices, requests, demands and other communications provided for hereunder shall be made in accordance with the terms of the Credit Agreement.
Task: Classify t... | Label: Notices |
f5e3edd9-2c7c-4226-9834-044578044671 | Clause:
Except as otherwise expressly provided in this Agreement (concerning taxes, assessments and utility charges), operating expenses of Seller or Property Manager for the Real Property and the Property shall be payable by Seller and Buyer on an accrual basis in accordance with the parties’ respective periods of own... | Label: Expenses |
1c2dd6bf-9b0f-463e-bdab-a866d832d4de | Clause:
Should any one or more of the provisions of this Amendment be determined to be illegal or unenforceable, all other provisions of this Amendment shall be given effect separately from the provision or provisions determined to be illegal or unenforceable and shall not be effected thereby.
Task: Classify this clau... | Label: Severability |
acacdee6-ad57-438a-a287-eca94ccf7ed8 | Clause:
It is contemplated that the Participant will confirm his/her acceptance of the stock appreciation rights evidenced hereby and the terms of this Agreement by logging onto the Plan administrator’s website and electronically indicating his/her acceptance. As the Participant’s information on the Plan administrator’... | Label: Counterparts |
ef0cdc82-33c9-4d75-b1b2-a805bfd3cfb0 | Clause:
This Agreement shall extend to and be binding upon the Consultant, and upon the Company, its successors and assigns.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, ... | Label: Successors |
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