id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
e0f4783e-d2d1-4ef3-ada0-b8655734a286 | Clause:
This offer letter and your signed Business Protection Agreement, states the terms of your consulting agreement and supersedes and cancels any prior oral or written representations, offers or promises made by the Company and any understandings or agreements, whether written or oral, between the Company and you.
... | Label: Entire Agreements |
477ec421-bb6e-4299-9b9d-8ec5f58aa21e | Clause:
Executive shall receive a base salary (the “ Base Salary ”) paid by the Company at the annual rate of $430,000 (Four Hundred Thirty Thousand Dollars), payable in accordance with the Company’s general payment practices, but no less frequently than monthly, in substantially equal installments, with the opportunit... | Label: Base Salary |
f2d75536-f6d2-4ab8-a9c0-7259ad5073be | Clause:
The execution, delivery and performance of this Agreement and the Note by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance and reservation for issuance of the Conversion Shares) will not (i) conflict with or result i... | Label: No Conflicts |
33ee7ff4-f54b-401b-9024-117ba01298d3 | Clause:
All disputes in connection with or arising out of this Agreement shall be subject to the arbitration provisions attached hereto as Exhibit B, which exhibit is incorporated herein by this reference. The only exception is that either you or we may seek injunctive relieve from any court having jurisdiction. Both p... | Label: Arbitration |
cdbbbcf8-a022-48de-a4f0-27d691314a7e | Clause:
The various headings of this Amendment are inserted for convenience only and shall not affect the meaning or interpretation of this Amendment or any provision hereunder.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable... | Label: Headings |
4973e422-6a1d-461c-9d69-1936a63b6c0d | Clause:
If any provision of this Agreement shall be determined by a court to be void or unenforceable, the remaining provisions shall remain effective and legally binding, and the void or unenforceable term shall be deemed not to be a part of this Agreement.
Task: Classify this clause into ONE of these types (exactly ... | Label: Severability |
5a73055c-2a84-4b2f-b03c-61bc587a472c | Clause:
The indemnity in this Agreement is intended to be operable under 42 U.S.C. 9607(e)(1), and any successor section thereof, and shall survive the foreclosure, release or reconveyance of the Pledge Agreement, whether by payment of the Loan or any assignment in lieu of foreclosure of the Collateral (or any portion ... | Label: Survival |
3904858d-3e18-4a87-a945-0a90ad8fa064 | Clause:
The closing (the “ Closing ”) of the transactions contemplated by this Agreement shall take place simultaneously with the signing of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arb... | Label: Closings |
fdee6aca-3ea3-4310-a8de-8306ec792eea | Clause:
Guarantor will not, and will not permit any of the Restricted Subsidiaries to, directly or indirectly, enter into any material transaction with any of its Affiliates, except (a) transactions entered into prior to the date hereof or contemplated by any agreement entered into prior to the date hereof, (b) in the ... | Label: Transactions With Affiliates |
fc36cee7-f22a-46fb-bbb7-07cb0f81f38c | Clause:
Maintain, and will cause each other Company to maintain, with financially sound and reputable insurers, insurance with respect to its property and business against such casualties and contingencies, of such types and in such amounts, as is customary for established companies engaged in the same or similar busin... | Label: Insurances |
1bc7f160-4a63-4b2f-bf21-b4d135e45b92 | Clause:
(a) Each of the Lenders and each Issuing Bank hereby irrevocably appoints Bank of America to act on its behalf as the Administrative Agent hereunder and under the other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and to exercise such powers as are delegated to the A... | Label: Authority |
a76286c8-d03a-47cc-991f-8967d7ea4703 | Clause:
Upon the Borrower or any ERISA Affiliate obtaining knowledge thereof, the Borrower will give written notice to the Administrative Agent promptly (and in any event within ten days) of any of the following which would result in or reasonably would be expected to result in a Material Adverse Effect: (i) any unfavo... | Label: Erisa |
e683316a-90fb-42a0-83d0-ad8e97991abd | Clause:
This Agreement constitutes the entire understanding of the parties on the subjects covered. The Participant expressly warrants that he or she is not executing this Agreement in reliance on any promises, representations, or inducements other than those contained herein. This Agreement and the Plan can be amended... | Label: Miscellaneous |
8f82989a-1dee-44eb-8f5f-82a7d0439c35 | Clause:
During the Term until the Specified Expiration Date, the Executive shall continue to (i) serve as either, in Lazard’s sole discretion, (A) the Chief Financial Officer of Lazard and Lazard Group, with such authority, duties and responsibilities as are consistent with the authority, duties and responsibilities ex... | Label: Duties |
f2ef003b-537e-4945-ac62-82b240d07785 | Clause:
Sections 6(a), 6(b), 6(c), 7(a), 7(b) and 10(i) of this Agreement shall be considered separate and independent from the other sections of this Agreement and no invalidity of any one of those sections shall affect any other section or provision of this Agreement. However, because it is expressly acknowledged tha... | Label: Severability |
69ee7764-a5b6-4e02-abc5-ec317ad8819a | Clause:
The Consultant hereby assigns and, to the extent any such assignment cannot be made at present, hereby agrees to assign to the Company, without further compensation, all of his/her right, title and interest in and to all Concepts, Ideas, and Developments. The Consultant will execute all documents and perform al... | Label: Assignments |
0a841f55-2a25-42ff-a910-7a6fbc431667 | Clause:
The Participant shall pay to the Company promptly upon request, and in any event at the time the Participant recognizes taxable income in respect of the RSUs, an amount equal to the taxes the Company determines it is required to withhold, if any, under applicable tax laws with respect to the settlement of the R... | Label: Taxes |
ef256b96-f3ab-41a6-be3e-6ba63fe9f01e | Clause:
If the Executive terminates employment voluntarily before attaining age fifty-five (55) or becoming Vested for reasons other than death or Disability, the Company shall have no obligation to pay, and the Executive shall have no right to receive, any retirement benefit under this Agreement whatsoever. In the eve... | Label: Terminations |
16a5c474-0cfe-40dc-85e2-50304eb11756 | Clause:
The Executive shall serve as the Vice President, Licensing, with such duties, responsibilities and authority as are commensurate and consistent with his position, as may be, from time to time, assigned to him by the Chief Executive Officer of the Corporation (the “ Chief Executive Officer ”). The Executive shal... | Label: Duties |
3f53a7b9-7a8e-49a3-abee-76d34846d9e3 | Clause:
(a) (a) Except as expressly provided in Section 11.6 and otherwise to the extent that this Agreement expressly provides for payments to be allocated to a particular Lender or to the Lenders under a particular Facility, if any Lender (a “ Benefited Lender ”) shall, at any time after the Loans and other amount... | Label: Adjustments |
ca8f940b-bd12-465b-9615-168c6d151702 | Clause:
Any notice required or permitted under this Agreement shall be in writing and shall be deemed sufficient when delivered personally to the party to whom it is addressed or when deposited into the United States or Canadian mail as registered or certified mail, return receipt requested, postage prepaid, addressed ... | Label: Notices |
cda0af24-814b-4254-acf2-0936189b0f9e | Clause:
This Agreement contains the entire agreement of the parties with respect to the subject matter hereof, and supersedes all prior and/or contemporaneous agreements or understandings, written or oral, between the parties with respect to the subject matter hereof.
Task: Classify this clause into ONE of these types... | Label: Entire Agreements |
a88995de-65f2-43a1-9218-6786be00c4ce | Clause:
In the ordinary course of conducting business, the Borrower and its Subsidiaries are named as defendants in various actions, investigations, suits or legal proceedings. Although the ultimate outcome of such actions, investigations, suits or legal proceedings is not presently determinable, the Borrower reasonabl... | Label: Litigations |
0bd326ca-bb80-4008-bb77-5a6e09eb4efd | Clause:
Executive agrees and covenants that Executive will not at any time make, publish or communicate to any person or entity or in any public forum any defamatory or disparaging remarks, comments or statements concerning the Company or its businesses, or any of its employees, officers, and existing and prospective c... | Label: Non-Disparagement |
bdca898a-376a-4b35-a63e-8f04696cbba3 | Clause:
This Agreement may be executed simultaneously in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corrupti... | Label: Counterparts |
08f33a35-c4f5-4c14-89c9-18a3090e2fa5 | Clause:
This Agreement and each other Loan Document 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. Delivery by telecopier of an executed counterpart of a signature page to this Agreement and each other Loan ... | Label: Counterparts |
9cb27a0f-7cd7-4dd4-a74a-523c8c1c09ce | Clause:
This Agreement contains the entire agreement between the parties hereto relating to the subject matter hereof, and this Agreement supersedes all prior understandings and agreements, whether oral or written, relating to the employment of the Executive by the Company.
Task: Classify this clause into ONE of these... | Label: Entire Agreements |
327cd66c-c098-4f0a-a664-12063b464228 | Clause:
Neither the execution and delivery by the Borrower of the Loan Documents, nor the consummation of the transactions therein contemplated, nor compliance with the provisions thereof will violate (i) any law, rule, regulation, order, writ, judgment, injunction, decree or award binding on the Borrower or any of its... | Label: No Conflicts |
c8fb33d4-0731-4788-a45d-1407a2f4f02a | Clause:
This Agreement embodies the entire agreement and understanding among the parties relative to subject matter hereof and supersede all prior agreements and understandings relating to such subject matter, including, without limitation, the offer letter between the Corporation and Executive dated November 30, 2015 ... | Label: Integration |
51aee0ad-f488-4329-90a2-44532158bcbd | Clause:
Except as otherwise provided herein, Company 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 Subscription Agreement.
Task: Clas... | Label: Notices |
1ebff672-3cf4-4d76-997d-37f86c46459e | Clause:
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall be deemed one instrument.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, App... | Label: Counterparts |
05cb2d87-7d71-4473-9b29-4e2827c4f42b | Clause:
For purposes of the law governing this Extension, Section 12 of the Notes is hereby incorporated by reference.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Author... | Label: Governing Laws |
37f98849-ebe1-4ff3-92e9-91f2884014e5 | Clause:
During the assignment you will be eligible to participate in the Company’s employee benefit plans on the same terms as similarly situated employees and the benefits referred to at Section 9(b) of your Employment Agreement shall not apply. Further details will be provided to you in due course.
Task: Classify th... | Label: Benefits |
14ad2f20-8085-4a2d-85ce-1fd5faf18b93 | Clause:
(a) Each of the Group Companies will comply with all requirements of Law applicable to it and its properties to the extent that noncompliance with any such requirement of Law could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Without limiting the generality of the... | Label: Compliance With Laws |
ece66f71-7ac0-4af0-8720-638332bb08ea | Clause:
Subject to the terms and conditions hereof, Executive shall be employed by the Company as its President and Chief Executive Officer and have powers and duties commensurate with the positions of President and Chief Executive Officer of a company the size and nature of the Company, provided that Executive’s spe... | Label: Employment |
b5337243-6a50-4c8e-811a-c6825fc40897 | Clause:
This Agreement constitutes the entire agreement and understanding between the parties hereto and supersedes any prior or contemporaneous written or oral agreements, representations and warranties between them respecting the subject matter hereof.
Task: Classify this clause into ONE of these types (exactly one ... | Label: Entire Agreements |
1b582c08-4764-4e46-87b8-2ba402568152 | Clause:
The Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary for companies of similar size as the Company in the businesses in which the Company and the Subsidiaries are engaged, including, but not ... | Label: Insurances |
7dd7cbdc-1cef-4a58-b49c-ab5f689d6281 | Clause:
To request the issuance of a Letter of Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the Issuing Bank) to the Issuing Bank and the Admini... | Label: Amendments |
3f431e55-966c-4c33-99a0-863439fb3233 | Clause:
The Company will employ Executive, and Executive will accept employment, subject to the terms of this Agreement, effective as of January 1, 2016 (“ Effective Date ”).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable La... | Label: Employment |
d5ddd1aa-d5ef-4e07-990c-6d85aea0c384 | Clause:
During the Term, the Executive shall serve in the position of Senior Vice President of the Company and shall report to and be subject to the general direction and control of the Chief Executive Officer of the Company (the “ CEO ”) or the CEO’s designee. In such capacity he shall be responsible for the supervisi... | Label: Duties |
1f6bd2f7-0bc1-4470-b6ab-b20bdfbbf6ca | Clause:
Each Borrower has full power, authority and legal right to enter into this Amendment and to perform all its respective Obligations hereunder and under the Other Documents (as amended or modified hereby). This Amendment has been duly executed and delivered by such Person, and this Amendment constitutes the legal... | Label: Authority |
0715de4f-4bda-461f-ad84-f2dab8cfa510 | Clause:
In addition to the Retainer Fee and the Success Fee set forth in Sections 3 and 4 of this Agreement, respectively, the Client hereby agrees to promptly reimburse the Advisor and Advisor Rep, upon request from time to time, not more than once monthly, for any reasonable expenses, including, but not limited to, s... | Label: Expenses |
0c0feb42-6e33-461d-952e-5da4e310bc2d | Clause:
Neither the Company nor any Person acting on its behalf has provided the Investors (other than any Investor that is a director or officer of the Company) or their agents or counsel with any information that constitutes or might constitute material, non-public information, other than the terms of the transaction... | Label: Disclosures |
b19655bb-53e0-46a3-8b54-0f746e81da7b | Clause:
The substantive laws of the State of Hawaii shall govern the construction of this Agreement and the rights and remedies of the parties hereto.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitrati... | Label: Applicable Laws |
24525af4-c6ff-4ceb-86b1-d8d7dd85fd00 | Clause:
At the Closing, the Company shall reimburse Buyer for no more than $2,000.00 of expenses incurred by them in connection with the negotiation, preparation, execution, delivery and performance of this Agreement and the other agreements to be executed in connection herewith (“Documents”), including, without limita... | Label: Expenses |
5f19cc0d-707f-457c-8200-98b1b2570b13 | Clause:
Rock Capital has full power and authority to enter into this Agreement, to perform his obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corru... | Label: Authorizations |
db3dad6a-77b9-4de2-9bdd-919c98a622c5 | Clause:
If the Employee dies while employed under this Agreement, this Agreement shall terminate immediately and the Company shall pay to the Employee’s estate, any earned Base Salary, outstanding expenses, accrued vacation and pro rata annual bonus that is unpaid up to the date of his death. All options and warrants o... | Label: Death |
e390dcb2-98bb-406c-8aa7-0cc264dc6c1e | Clause:
Any Lender may, without the consent of the Borrower or the Agent, sell participations to one or more banks or other entities (a “ Participant ”) in all or a portion of such Lender’s rights and obligations under this Agreement and the other Loan Documents (including all or a portion of its Commitment and the Loa... | Label: Participations |
21b788a1-9fcb-4965-8de0-fef6f7edd783 | Clause:
For purposes of the Agreement, the following terms shall have the meanings set forth below. All capitalized terms used in this Agreement without definition shall have the meanings ascribed in the Plan.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments,... | Label: Definitions |
aaa956bb-98e8-4ce2-bb1d-1baea8d30b99 | Clause:
The Executive acknowledges and agrees that (i) he has had an opportunity to seek advice of counsel in connection with this Severance Agreement, and (ii) the Restrictive Covenants are reasonable in geographical and temporal scope and in all other respects. If it is determined that any of the provisions of this ... | Label: Severability |
bcc7e194-0b5c-41d7-9099-546333910114 | Clause:
If Executive accepts the terms of this Agreement and receives benefits as provided herein, and within six months following the Effective Date, the Corporation determines that he engaged in conduct that violated any of the covenants contained in this Agreement, then the Corporation will provide written notice to... | Label: Withholdings |
eb475035-74ae-4682-ba5a-c3b8af58ead3 | Clause:
The Company is in compliance in all material respects with all Laws applicable to its business and operations, including, for the avoidance of doubt, Laws relating to anti-corruption, anti-money laundering, bribery or similar matters. To Seller’s Knowledge, (i) the Company has not received any notice alleging a... | Label: Compliance With Laws |
51dae58a-9632-405a-b0b2-46abc7470291 | Clause:
This Support Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflicts of law rules of such State (provided, however, that the fiduciary duties of the Board of Directors of the Company, the internal corporate affairs of the Company, and an... | Label: Governing Laws |
fe4010d0-3924-4f31-8cb8-2f9aefa790b9 | Clause:
Seller owns the Company Shares free and clear of any claim, pledge, charge, lien, preemptive rights, restrictions on transfers, proxies, voting agreements and any other encumbrance whatsoever, except as contemplated by this Agreement. The Seller has not entered into or is a party to any agreement that would cau... | Label: Titles |
af917e6b-4723-49f4-baf9-b8dc5f6c218f | Clause:
Notwithstanding any provision of this Agreement to the contrary, no payments or benefits shall be owed to the Executive under Section 5(c), 5(d) or 5(e) (except for the Minimum Benefits) unless the Executive executes and delivers to the Company a Release within forty-five (45) days following the Termination Dat... | Label: Releases |
dab64c44-895b-43fb-88e6-918e6e8d75b6 | Clause:
All proceeds received by the Company from each Advance made by the Lender under this Line of Credit shall be used by the Company for expenses incurred by the Company in connection with working capital and any other operating expenses determined to be necessary by the Company.
Task: Classify this clause into ON... | Label: Use Of Proceeds |
964f81c6-5fb5-4ab0-9d32-0cb68b41d67e | Clause:
This Agreement, the Loan Documents and the other contracts, agreements and instruments described herein contain all of the terms and conditions related to the disbursement of the Loan by Lender and the use of the Loan by Borrower. This Agreement may not be modified or amended except in writing signed by Borrow... | Label: Entire Agreements |
7e1a51c1-0d27-4e26-b631-6ffc33243871 | Clause:
Executive acknowledges and agrees that each of the Restrictive Covenants is reasonable and valid in time and scope and in all other respects. The parties agree that it is their intention that the Restrictive Covenants be enforced in accordance with their terms to the maximum extent permitted by law. Each of the... | Label: Severability |
5e7634fc-39d6-46b9-aca1-b0e2abc3eb63 | Clause:
During the Transition Period, the Executive shall be entitled to paid vacation annually in accordance with the Company’s vacation policy, as in effect from time to time, and shall further be entitled to a payout of any accrued but unused vacation upon his termination of employment to the extent provided under t... | Label: Vacations |
526f6dda-ec02-4c1e-8192-c45fd129fb3b | Clause:
In the event the Company becomes involved in investigations, audits or inquiries, tax examinations or legal proceedings of any nature, related directly or indirectly to events which occurred during Executive’s employment and about which Executive has personal knowledge, Executive agrees that Executive shall, at... | Label: Litigations |
216668a3-97ba-4453-a779-f1bf4cc64eb2 | Clause:
The Company shall file the Super 8-K, including as exhibits thereto this Agreement, the Registration Rights Agreement and any other agreements required by the applicable rules to be filed as exhibits to Form 8-K, with the SEC within the time required by the Exchange Act. From and after the filing of the Super 8... | Label: Publicity |
1996595b-d4c2-43e3-9fd9-0b0daf11be0d | Clause:
Except to the extent governed by federal law, this Agreement shall be governed by and construed in accordance with the internal laws of the State of Wisconsin, excluding any that mandate the use of another jurisdiction’s laws.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments,... | Label: Applicable Laws |
32f2558c-7891-431d-a18c-630922d6b414 | Clause:
The Executive will perform such duties and services for the Company as may be designated from time to time by the Chief Executive Officer (the “CEO”) of the Company. The Executive is expected and required to devote substantially all of his time and attention during normal business hours to the affairs of the Co... | Label: General |
b666e416-f280-422d-9478-8b7ad87918de | Clause:
In the event that one or more provisions contained in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement.
Task: Classify this clause into ONE of these types ... | Label: Interpretations |
1653e5ef-7d1a-46bc-a906-2f83cae6506e | Clause:
None of the execution, delivery, or performance of this Agreement, and the consummation of the transactions contemplated hereby, conflicts or will conflict with, or (with or without notice or lapse of time, or both) result in a termination, breach or violation of (i) any instrument, contract or agreement to whi... | Label: No Conflicts |
517c6543-4397-42f9-a99a-a3678014f7eb | Clause:
Each Purchaser, severally and not jointly with the other Purchasers, covenants that neither it, nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any purchases or sales, including Short Sales, of any of the Company’s securities during the period commencing with the exe... | Label: Confidentiality |
17eb1ffd-22e5-4dfb-8338-e96615bd0dda | Clause:
Each of the SPV and the Master Servicer shall comply with all Laws to which it or its respective properties may be subject and preserve and maintain its corporate or limited liability company existence, rights, franchises, qualifications and privileges, except to the extent any non-compliance would not reasonab... | Label: Compliance With Laws |
6964303c-21eb-4f3b-ad3d-76262eb844c8 | Clause:
A Party’s waiver of any breach or violation of any provision of this Agreement shall not operate as, or be construed to be, a waiver of any later breach of the same or any other provision hereof by such Party.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amen... | Label: Waivers |
d6d1420e-b05f-4dd6-a837-c296fd40cbb2 | Clause:
Each Joining Party represents and warrants to Agent that, as of the Effective Date (as defined below), except as disclosed in writing by such Joining Party to Agent on or prior to the date hereof and approved by the Agent in writing (which disclosures shall be deemed to amend the Schedules and other disclosures... | Label: Representations |
178f2f55-3c0f-4327-b70f-9d2e2146efc1 | Clause:
During the Employment Period, the Executive shall receive an annual base salary (the “ Annual Base Salary ”) at an annual rate at least equal to the highest annual rate of base salary paid or payable, including any base salary that has been earned but deferred, to the Executive by the Company and the Affiliated... | Label: Base Salary |
b2386f8e-3acd-4aba-abd9-e40fda3be9e7 | Clause:
No modification of this Agreement or any of the Loan Documents shall be binding or enforceable unless in writing and signed by or on behalf of the party against whom enforcement is sought.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corrupti... | Label: Modifications |
76730aed-994e-46be-a2a7-5544f6a37bff | Clause:
Notwithstanding any other provision of the Agreement or these Terms and Conditions to the contrary, if you die before the Second Anniversary Date and while in the active employ of one or more members of the Company Group, all remaining Forfeiture Restrictions will immediately lapse on the date of your Terminati... | Label: Death |
54577c84-a36e-4c2a-becb-1585ac233cdb | Clause:
Buyer shall be entitled to withhold from amounts payable to any Seller hereunder amounts of Taxes that are required to be withheld under applicable Law and if any such Taxes are withheld, they shall be remitted by Buyer in accordance with applicable Law; provided that, if a Seller has provided the FIRPTA Certif... | Label: Withholdings |
7654e18c-36fb-4e36-baff-e1b79c460c1f | Clause:
The Participant may be required to pay to the Company or any Affiliate and the Company shall have the right and is hereby authorized to withhold, any applicable withholding taxes in respect of the Restricted Shares, its vesting or transfer and to take such other action as may be necessary in the opinion of the ... | Label: Withholdings |
9641b945-1053-41e2-82ad-7679e434ccbb | Clause:
Each Performance Share Unit represents the right to receive up to three (3) Ordinary Shares if and when it vests. The Performance Share Units shall not be treated as property or as a trust fund of any kind.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendme... | Label: General |
44009da8-d4e3-4fd9-94c8-abc054272e5a | Clause:
There is no pending action, suit, claim, inquiry, investigation, audit or proceeding by or before any governmental authority, or any arbitration, mediation or other similar proceeding (each of the foregoing, a “ Proceeding ”), and to the knowledge of the Company, there is no Proceeding threatened against the Co... | Label: Litigations |
1be9ced3-9f9d-491e-aa5e-5081f01e34a1 | Clause:
The Companies may assign their rights under this Agreement to any successor to all or substantially all the assets of the Companies, by merger or otherwise, and may assign or encumber this Agreement and its rights hereunder as security for indebtedness of the Companies. Any such assignment by the Companies sha... | Label: Successors |
8ec78b53-b6b8-475e-843b-22b9cd039031 | Clause:
In order to induce the Tranche C Term Lenders party hereto, the Existing Term Lenders with Exchanged Term Loans, the Existing Administrative Agent, the Existing Collateral Agent, the New Administrative Agent and the New Collateral Agent to enter into this Seventh Amendment, the Borrower represents and warrants ... | Label: No Defaults |
feae293b-211e-446c-b524-9e997d4efbd4 | Clause:
Each of the Parties, by its execution of this Agreement, (i) hereby irrevocably submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York and the state courts sitting in the State of New York, County of New York for the purpose of any Proceeding arising out ... | Label: Submission To Jurisdiction |
62fe20ad-3a23-4219-bfb6-ce039a0120d9 | Clause:
In the event of the violation or threatened violation by the Executive of any of the covenants contained in this Agreement, in addition to any other remedy available in law or in equity, the Company shall have (i) the right and remedy of specific enforcement, including injunctive relief, it being acknowledged a... | Label: Remedies |
1e5c6f93-bc96-4760-9d07-0b95ba4f501e | Clause:
Each Account Party and each of its Subsidiaries has timely filed or caused to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for ... | Label: Taxes |
1b4195ac-6611-48f9-a546-95a78e6cd85b | Clause:
The representations and warranties of the Company and the Investors shall survive the execution and delivery hereof and the Closing hereunder for a period of one (1) year following the Closing Date.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Ant... | Label: Survival |
121331a4-23bb-48ec-aeb0-695e04912f15 | Clause:
Each of Landlord and Tenant represents to the other that it has not dealt with any person in connection with this Amendment other than officers or employees of Landlord and Jones Lang LaSalle. Tenant shall indemnify and save Landlord harmless from and against all claims, liabilities, costs and expenses incurred... | Label: Brokers |
92d75bdf-71e2-4c21-ae7b-382fffc85edc | Clause:
If any provision of this Agreement is declared or found to be illegal, unenforceable, or void, in whole or in part, then both parties shall be relieved of all obligations arising under such provision, but only to the extent such provision is illegal, unenforceable, or void, it being the intent and agreement of ... | Label: Severability |
744c3c0b-34fb-4bc8-a2f6-88b2a33e7b27 | Clause:
By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) and without any further action on the part of the Issuing Bank or the Lenders, the Issuing Bank hereby grants to each Lender, and each Lender hereby acquires from the Issuing Bank, a participation in such... | Label: Participations |
40f5b356-1d9e-4f7b-b4bc-52c2561764dd | Clause:
This Agreement embodies the entire agreement between the parties hereto with respect to the specific transactions contemplated herein, and supersedes all prior understandings and agreements, whether oral or written, between the parties hereto with respect to the specific subject matter hereof.
Task: Classify t... | Label: Entire Agreements |
cdd11642-7f0d-4a24-a96e-d3ce592e9344 | Clause:
Borrower has duly observed, conformed and complied in all material respects with all laws, decisions, judgments, rules, regulations and orders of all courts, governmental and regulatory authorities relating to the conduct of their business, or its properties and assets, except those being contested in good fait... | Label: Compliance With Laws |
2dcf10b5-ff78-4815-8158-d805e9db81cd | Clause:
This Agreement may be signed in any number of counterparts, each of which shall be an original and all of which, taken together, constitute a single instrument. This Agreement may be executed by facsimile signature or other electronic transmission and all such signatures shall be effective as originals.
Task: ... | Label: Counterparts |
898903cd-1be9-42cb-93ae-b5ae794e1851 | Clause:
This Agreement is valid, binding and enforceable against such Standby Purchaser in accordance with its terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization, fraudulent conveyance and other laws of general applicability relating to or affecting creditors’ rights and to general equitable p... | Label: Enforceability |
a32bc4eb-3b09-454e-b278-ed15d11ab098 | Clause:
Management of the Company shall be vested in the Board of Managers. The Board of Managers shall appoint officers of the Company to carry out the day-to-day activities of the Company. Unless otherwise required by the Delaware Act, no action by the Company of the Board of Managers shall require the consent of the... | Label: Powers |
32f7417f-5d47-475b-8481-a76f2c9db762 | Clause:
The lease term for the Expansion Premises shall be coterminous with the Term for the Existing Premises (i.e. shall expire on November 30, 2025).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitra... | Label: Terms |
4a847d7d-8ea3-48d8-af60-c7e7c4fa8d25 | Clause:
This Notice constitutes the entire agreement between You and the Company with respect to the subject matter hereof and supersedes in its entirety all prior undertakings and agreements between You and the Company with respect to the subject matter hereof, and may not be modified adversely to Your interest except... | Label: Governing Laws |
e1ef2089-dc03-4730-9677-eb647e628471 | Clause:
PharmaZell shall perform Release Testing to ensure conformance to the Specifications, in accordance with the Quality Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments... | Label: Releases |
886acfd5-ebf4-4fae-abe0-1820401978a3 | Clause:
Notwithstanding the foregoing, all Supplemental Retirement Benefits shall become immediately payable and shall be paid in a lump-sum within ninety (90) days following a Change in Control.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruptio... | Label: Change In Control |
a9988db4-440c-401d-810b-6fbe7a7bb5dd | Clause:
The Company is duly formed, validly existing and in good standing under the laws of Nevada, with full corporate power and authority for the ownership and operations of its properties and for the carrying on of its business as now conducted. The Company has all requisite corporate power and corporate authority ... | Label: Organizations |
fedd8ad7-46bb-4bf4-be07-4f288be2943e | Clause:
Create or maintain any Pension Plans or incur any withdrawal liability to any Multiemployer Plan (as defined in Section 5.13 ).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments... | Label: Erisa |
9b45442f-80ec-4bf3-8d23-29c07a4acf52 | Clause:
From and after the Closing Date, upon the request of either the Shareholders’ Representative or Parent, each of the parties hereto shall do, execute, acknowledge and deliver all such further acts, assurances, deeds, assignments, transfers, conveyances and other instruments and papers as may be reasonably requir... | Label: Further Assurances |
6ebee143-7ef9-45e3-9ce3-39cbe5d59534 | Clause:
At the time of the initial Loan disbursement, the representa-tions and warranties set forth herein and in any other Loan Document shall be true and correct.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approv... | Label: Warranties |
0cb57fc8-3e5b-4889-a8b2-a83c1c785bd8 | Clause:
Tenant covenants, warrants and represents that no broker except Newmark Grubb Knight Frank (herein called the “Broker”) was instrumental in bringing about or consummating this Modification of Lease and that Tenant has not dealt with any broker except the Broker concerning the leasing of the Premises. Tenant agr... | Label: Brokers |
5425ef9d-f6aa-4a95-a972-cdd7958cb4e4 | Clause:
If Indemnitor consists of more than one person or entity, the obligations and liabilities of each such person or entity hereunder shall be joint and several. Any one or more parties liable upon or in respect of this Agreement may be released without affecting the liability of any party not so released.
Task: C... | Label: Releases |
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