id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
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|---|---|---|
6262b7fc-6ba6-4332-b273-abe9acfd10fd | Clause:
This Agreement sets forth all of the promises, agreements, conditions, understandings, warranties and representations among the Parties with respect to the transactions contemplated hereby and thereby, and supersedes all prior agreements, arrangements and understandings between the Parties, whether written, ora... | Label: Entire Agreements |
9037036f-ae70-4aae-8c6e-3b05230860b0 | Clause:
If a Party is required to take any action to enforce this Agreement, the court shall award reasonable attorneys' fees and costs to the prevailing Party.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals,... | Label: Costs |
4ff0c9d6-5ba2-496a-b81b-f9d92bbd45bb | Clause:
The Issuer and the Investor shall pay all of their own costs and expenses incurred with respect to the negotiation, execution, delivery and performance of this Agreement. In the event any attorney is employed by either party to this Agreement with respect to legal or equitable action, arbitration or other proce... | Label: Expenses |
b5782d4a-5623-4e2a-915b-11e172877c7d | Clause:
Each of the Parties hereto shall do, execute, acknowledge, and deliver or cause to be done, executed, acknowledged and delivered at any time and from time to time upon the request of any other Parties hereto, all such further acts, documents and instruments as may be reasonably required to affect any of the tra... | Label: Further Assurances |
f036717d-7773-427d-8888-70777efc1b46 | Clause:
The headings used herein are inserted merely as a matter of convenience and shall not alter or have any effect upon the meaning, terms, or substance of this agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable L... | Label: Headings |
4edb83e9-ecaa-464b-b580-428da87586f0 | Clause:
This Agreement, and all claims or causes of action (whether in contract or tort) based upon, arising out of, or related to this Agreement or the transactions contemplated hereby, shall be governed by, and construed in accordance with, the Laws of the State of New York, without giving effect to principles or rul... | Label: Governing Laws |
831d7080-402f-4ed9-8e16-81b6f9aa0df9 | Clause:
Executive shall serve as the Company’s Chief Financial Officer, with such duties as are customarily associated with the position of a Chief Financial Officer for a public company. Notwithstanding the foregoing, Executive shall report to and perform the specific duties and responsibilities assigned to him by the... | Label: Positions |
4609392a-fcd7-4bef-b276-510a999e0d76 | Clause:
This Agreement shall terminate on the earliest of (a) the date on which either Independent Nominee ceases to serve on, or withdraws its nomination from, the Board, or the Board fails to nominate either Independent Nominee to serve on the Board, (b) the day following the 2016 Annual Meeting and (c) June 18, 2016... | Label: Terminations |
d06e848c-1083-4577-ad1c-a90bd9706a05 | Clause:
Borrower shall use the proceeds of the Credit Extensions solely as working capital and to fund its general business requirements and not for personal, family, household or agricultural purposes.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Co... | Label: Use Of Proceeds |
9eb99d64-6aaf-472f-a559-32539b6f2c96 | Clause:
Except as provided in Sections 3.6 and 5.3 , and subject to Section 3.3 , within five (5) Business Days after all the Tax Benefit Schedules with respect to the Taxable Year delivered to the Holders pursuant to this Agreement become final in accordance with ARTICLE II , the Corporate Taxpayer shall pay or cause ... | Label: Payments |
74fb49e3-478c-4ada-9e17-30c2c765a3c3 | Clause:
The headings of the Articles, Sections, paragraphs and clauses of this Agreement are inserted for convenience only and shall not be deemed to constitute a part of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, A... | Label: Headings |
204995d1-4752-4603-8fca-b8a1f1f7a17a | Clause:
This Agreement may be terminated by any party, by written notice to the other parties, if the Closing has not been consummated on or before August 15, 2016; provided, however, that such termination will not affect the right of any party to sue for any breach by any other party.
Task: Classify this clause into ... | Label: Terminations |
9fb8b95d-317f-4114-9f74-b93a289b3ebc | Clause:
This agreement hereby amends, restates and supercedes in its entirety the Employment Agreement and each and every provision contained therein.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitrati... | Label: Amendments |
03b26bfc-c321-42b5-af24-022965dd0f5d | Clause:
This Second Amendment may be executed in counterparts, each of which shall be deemed an original, but such counterparts, when taken together, shall constitute one agreement. This document may be executed by a party’s signature transmitted by electronic means, including by facsimile or electronic mail (“ Electro... | Label: Counterparts |
31938a30-4df1-4e92-8edf-8c0fd3306ceb | Clause:
Except as otherwise expressly provided herein , all costs and expenses, including , without limitation, fees and disbursements of counsel, financial advisors and accountants, incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and e... | Label: Expenses |
ce5dca0f-4f37-4fd4-b625-e8c963b57fe6 | Clause:
Except as otherwise provided in this Agreement, the Company shall advance Expenses to Indemnitee to the fullest extent permitted by the Applicable Law as such law may from time to time be amended. Indemnitee shall be entitled to the advancement provided in this Section if by reason of his or her Official Capac... | Label: General |
ffa395ec-73a1-4d7b-8a67-fd7db91f08fc | Clause:
In order to exercise the Options, the Participant may tender payment of the exercise price in full with, or in a combination of: (i) delivery of cash or cash equivalents, (ii) subject to all applicable laws, delivery of Common Shares already owned by the Participant that are fully vested and freely transferable... | Label: Payments |
653d6e29-5e2b-4c88-802b-71665ed831df | Clause:
This Agreement, the rights of the parties hereunder and all Actions arising in whole or in part under or in connection herewith, will be governed by and construed and enforced in accordance with the domestic substantive laws of the State of California, U.S.A., without giving effect to any choice or conflict of ... | Label: Governing Laws |
f3fa5332-64e9-4741-a660-804f1e9a6afd | Clause:
The stock option will be governed by and subject to (i) the terms and conditions of the Company’s 2012 Equity Incentive Plan and (ii) the Stock Option Agreement entered into between you and the Company.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments,... | Label: Terms |
d1a4eeb9-ba97-4b23-b64a-e06861a33908 | Clause:
Borrower has taken all necessary action to authorize the execution, delivery and performance of the Loan Documents. The Loan Documents have been duly executed and delivered by Borrower and constitute legal, valid and binding obligations of Borrower enforceable against Borrower in accordance with their respectiv... | Label: Enforceability |
ab94e7ee-443e-429c-b6fc-02e23a4690e6 | Clause:
The Company intends that payments under this Agreement will either comply with or be exempt from Section 409A of the Code and the regulations and guidance promulgated thereunder (collectively “ Section 409A ”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be exempt fr... | Label: Interpretations |
1bde7b3e-331e-42d8-b660-328155e020c3 | Clause:
In consideration of Executive’s full and faithful satisfaction of Executive’s duties under this Agreement, the Company agrees to pay to Executive a salary in the amount of two hundred thousand dollars ($200,000) per annum (the “Base Salary”), payable in accordance with the current regular payroll practices of t... | Label: Base Salary |
89e5bfbe-ff7d-4d45-b93f-76574c32eeaa | Clause:
Seller and each Plan is in compliance in all material respects with the requirements of ERISA and the Code, and no Reportable Event has occurred with respect to any Plan maintained by Seller or any of its ERISA Affiliates. The present value of all accumulated benefit obligations under each Plan subject to Title... | Label: Erisa |
0ca97d62-6fac-4712-bd05-d0a18aad78bf | Clause:
All notices to be given hereunder by either party shall be in writing, and shall be sent by certified mail, postage prepaid, addressed to the party intended to be notified. Notice given as aforesaid shall be a sufficient service thereof and shall be deemed given as of the date when deposited in any post office,... | Label: Notices |
5fa5bfd4-54bd-4808-83a2-f3779c19cc9c | Clause:
Executive will have such duties, responsibilities and authorities as are determined by the Board of Directors of the Company (the “ Board ”) and Executive Chairman of the Company, if applicable, and consistent with the Company's Corporate Governance Guidelines and corporate governance structure as in effect fro... | Label: Duties |
feb1c0e7-d4d3-472c-9158-9ed65e08a67e | Clause:
This Agreement will be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and performed in such State without regard to conflicts of laws principles thereof. Any dispute or claim arising out of or in connection with this Agreement will be finally settled ... | Label: Governing Laws |
38be9e6c-bf21-46c9-a487-7e725dd3970d | Clause:
The laws of the State of Ohio will govern this 2016 VSEP and all matters related hereto. If any Participant or the Company institutes a suit or other legal proceedings, whether in law or equity with respect to this 2016 VSEP, the Company and such Participant irrevocably consents to the jurisdiction of the Comm... | Label: Governing Laws |
6a21cd47-789d-48c8-bafa-4b9e7fd9fc5c | Clause:
This Agreement shall be governed by and construed under the laws of the State of Delaware applicable to agreements made and to be performed entirely in Delaware, without regard to the conflicts of law provisions of Delaware or any other jurisdiction.
Task: Classify this clause into ONE of these types (exactly ... | Label: Governing Laws |
46ceca1b-c34c-40b2-ba05-5584eb6232a3 | Clause:
During the period of time from and after the Closing Date through the final determination and payment of the Final Closing Date Purchase Price in accordance with this Section 2.5 , (i) the Representative and Purchaser shall, and Purchaser shall cause the Company and each of its and the Company’s representatives... | Label: Cooperation |
3c81ec24-4dce-432e-950e-53f54919acc5 | Clause:
This Plan is effective as of February 10, 2016, the date of its approval by the Board (the “ Effective Date ”). This Plan shall be submitted for and subject to stockholder approval no later than twelve months after the Effective Date. Unless earlier terminated by the Board and subject to any extension that may ... | Label: Effective Dates |
e2589e7a-2bc6-4f4b-baea-292182c56769 | Clause:
Waggoner shall be paid an initial base salary of $760,000 per year in accordance with the Company’s normal payroll procedures. Increases in Waggoner’s base salary, if any, shall be as approved by the Board or its compensation committee.
Task: Classify this clause into ONE of these types (exactly one label):
A... | Label: Base Salary |
a752b161-e6a7-453c-abdd-f13d025ca915 | Clause:
The General Partner and each of the Partnership Entities has been duly formed and is validly existing and in good standing under the Laws of the State or other jurisdiction of its organization and has the requisite power and authority, and has all governmental licenses, authorizations, consents and approvals ne... | Label: Qualifications |
0b84cffd-d9fe-426e-b66a-26005cc8e52f | Clause:
This Plan shall be binding upon any successor of the Company, including, without limitation, any purchaser of all or substantially all of the assets of the Company.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws... | Label: Successors |
e406cd08-0e6c-42bb-b131-8f1216d92e2b | Clause:
If any Indemnified Party receives notice of the assertion or commencement of any claim or proceeding made or brought by any Person who is not a Party to this Agreement or an Affiliate of a Party to this Agreement or a representative of the foregoing (a “Third Party Claim” ) , the Indemnified Party shall notify ... | Label: Notices |
dcdf891c-f0cb-4619-aa80-272729834fc9 | Clause:
The provisions of this Section 17 shall survive the Closing without limitation.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salar... | Label: Survival |
853e81c3-1cf4-4202-8a6e-5fe9b37ec6bb | Clause:
Evidence of existence, organization and authority of Seller and the authority of the persons executing documents on behalf of Seller reasonably satisfactory to Purchaser and Title Company.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corrupti... | Label: Authority |
c1855184-cd11-47ec-b1d6-bc245c7cb540 | Clause:
THE PURCHASER, THE SELLER, THE SERVICERS AND THE AGENT EACH WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY... | Label: Waiver Of Jury Trials |
d39e77af-c5ab-42f8-8eb4-3b44b81c2ad6 | Clause:
It is a limited liability company duly formed or organized, validly existing and in good standing under the laws of the State of Delaware.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, ... | Label: Organizations |
07b87096-a3d9-493a-8703-a1a84671ae02 | Clause:
Each Loan Party has (a) not entered into the transaction contemplated by this Agreement nor executed any Loan Document with the actual intent to hinder, delay or defraud any creditor and (b) received reasonably equivalent value in exchange for its obligations under the Loan Documents. After giving effect to the... | Label: Solvency |
f7e62859-6c18-485e-a53e-18ab66847d6d | Clause:
You agree to make yourself available, attend meetings, give testimony, and otherwise cooperate as reasonably requested by the Company regarding any litigation, arbitration, administrative proceedings, investigations or other matters of a similar nature involving the Company of which you had knowledge or are all... | Label: Cooperation |
0c367165-4867-45a3-8f0f-4edc1084b529 | Clause:
All fees required to be paid to the Arrangers, the Administrative Agent and the Lenders on or before the Closing Date shall have been paid. All reasonable and documented out-of-pocket fees and expenses (including reasonable and documented fees and expenses of outside counsel) required to be paid to the Administ... | Label: Fees |
134049c9-13b2-4bc9-ac11-a1010792e3b7 | Clause:
None of the terms or provisions of this Agreement may be waived, amended, supplemented or otherwise modified except in accordance with Section 10.01 of the Credit Agreement. No consent of any Hedge Bank or any Cash Management Bank (except in such Person’s capacity as a Lender, if applicable) shall be required ... | Label: Amendments |
f34cca50-64a6-40c1-9ff1-40d2c1fd5ab7 | Clause:
All notices and other communications provided for hereunder shall be given in the form and manner provided in Section 11.01 of the Credit Agreement, and, if to the Administrative Agent or the Collateral Agent, shall be mailed, sent, or delivered to the Administrative Agent or the Collateral Agent in accordance ... | Label: Notices |
5b63bbc8-b44a-47b5-a0a6-239ac98ab624 | Clause:
Lessors shall be responsible for billing, collecting, reporting and remitting any and all sales, use, transfer, documentary or similar taxes imposed as a result of or related to the transactions contemplated by this Lease Agreement; provided that Lessee shall promptly pay Lessors for any such taxes upon demand ... | Label: Sales |
986a916d-ea89-44ad-89cc-8479559655f5 | Clause:
This Award shall vest in installments over a five (5) year period, commencing on the Grant Date, at the rate of 20% effective on each of the first through fifth anniversaries of the Grant Date; provided that you have not incurred a Termination of Employment (as defined below) prior to the applicable vesting dat... | Label: Vesting |
3ef80de9-dfdb-4853-947e-ca82de0ed557 | Clause:
Each party to this IP Security Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.2 of the Guarantee and Collateral Agreement. Nothing in this IP Security Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process ... | Label: Notices |
e6c5f347-4398-41a0-9ccf-ff0ef5240db4 | Clause:
This Agreement is effective on the eighth (8th) day after you sign it and without revocation by you (the “Effective Date”).
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, As... | Label: Effective Dates |
47b67828-ba04-4651-bd9c-f0cf9cf1e8e8 | Clause:
The Pledgors waive any right to require the Lender to proceed against any person, to proceed against or exhaust any collateral, or to pursue any other remedy in the power of the Lender. The Pledgors further waive any defense arising by reason of any disability or other defense of any other person. Until all of ... | Label: Waivers |
c52336f0-ce16-4878-80dc-2cf86cff11ca | Clause:
Borrower shall pay the Lender's legal fee of $750.00 upon execution of 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, Bas... | Label: Expenses |
96d3879c-6e12-4c20-930c-a051580b6f42 | Clause:
The Borrower will not, and will not permit any of its Restricted Subsidiaries to, enter into any arrangement with any Person (other than the Borrower or a Restricted Subsidiary) providing for the leasing by the Borrower or any Restricted Subsidiary of real or personal property that has been or is to be sold or ... | Label: Sales |
9c080b2b-cbd2-4aec-bde8-55da82b4c54c | Clause:
If any provision of this Agreement or the application thereof is held invalid, the invalidity shall not affect the other provisions or applications of this Agreement which can be given effect without the invalid provisions or applications and to this end the provisions of this Agreement are declared to be sever... | Label: Severability |
54fa703a-6a0e-4823-b592-6ba7e4c011b1 | Clause:
The Transactions (a) have been duly authorized by all requisite corporate and, if required, stockholder action and (b) will not (i) violate (A) any provision of law, statute, rule or regulation, or of the certificate or articles of incorporation or other constitutive documents or by-laws of Holdings, the Borrow... | Label: Authorizations |
d565e316-44d3-49e8-abf5-a5a079f7ba1f | Clause:
This Agreement may he executed in counterparts, each of which shall be deemed an original, but 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 Laws, Applicable Laws, Approva... | Label: Counterparts |
9bf819d8-e5b7-4989-a1d4-a64838787b22 | Clause:
The Company hereby employs Executive, and Executive hereby accepts employment by the Company, upon the terms and conditions set forth in this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals,... | Label: Employment |
eed16f47-600a-4040-a395-407338e407a6 | Clause:
The Plan may be amended in whole or in part at any time for any reason by the Board; provided, however, that (1) no amendment shall decrease the benefits under the Plan which have accrued prior to the date of such amendment and (2) no amendment shall accelerate any payment under the Plan except as permitted und... | Label: Amendments |
31011744-4227-4e5c-98f7-1241695a72f0 | Clause:
Schedule 3.14 sets forth a description of all insurance maintained by or on behalf of the Loan Parties as of the Third Restatement Date. As of the Third Restatement Date, all premiums in respect of such insurance have been paid. The Borrowers believe that the insurance maintained by or on behalf of the Loan P... | Label: Insurances |
61c560a3-9763-4192-b1a2-da9eaded677c | Clause:
The Administrative Agent and the Lenders shall have received copies of the financial statements referred to in Section 5.05.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, A... | Label: Financial Statements |
b1ea83c6-9c8c-44f2-bbd5-41abcfa8133d | Clause:
This Plan supersedes all prior or contemporaneous agreements, whether written or oral, with respect to the benefits contemplated by this Plan (including without limitation any severance benefits or payments included in a Participant’s offer letter, employment agreement or other severance arrangement); provided ... | Label: Integration |
280aa0cd-097d-49be-9ca6-6872c081c7af | Clause:
Employee agrees that he will not in any way, either directly or indirectly, disparage the Company or any other Company Released Party (or any of their respective employees, officers, directors, or agents), including, without limitation, by conduct or communication; provided that you may respond accurately and f... | Label: Non-Disparagement |
79dcd197-24c5-4dda-b80d-36e7d238987f | Clause:
The completion of the purchase and sale of the Securities (the “ Closing ”) shall occur at a place and time (the “ Closing Date ”) to be specified by the Company and the Placement Agent, and of which the Investors will be notified in advance by the Placement Agent, in accordance with Rule 15c6-l promulgated und... | Label: Closings |
15c216a2-5c96-454a-b27c-222c33a8c693 | Clause:
The Participant shall pay to the Company promptly upon request, and in any event at the time the Participant recognizes taxable income with respect to the Restricted Shares (or, if the Participant makes an election under Section 83(b) of the Code in connection with such grant), an amount equal to the taxes the ... | Label: Taxes |
fb34c9f3-081d-433d-858f-922068ee87e1 | Clause:
During the Employment Period, Executive shall serve as the Chief Financial Officer and Treasurer of the Company and shall report to the Chief Executive Officer and have the normal duties, responsibilities and authority of an executive serving in such positions, subject to the direction of the Board of Directors... | Label: Positions |
7fa1468b-5219-4258-b881-86b4297f6e9f | Clause:
This Agreement shall become effective as of the Effective Date and, unless earlier terminated pursuant to this ARTICLE 12, shall continue in full force and effect as long as Company continues to Exploit the Compounds or the Products in accordance with the terms and conditions of this Agreement (the “ Term ”) .
... | Label: Terms |
abfd41b0-4d3f-49b1-9313-445afc149b38 | Clause:
The parties’ respective representations and warranties contained in this Agreement shall survive for a period of twelve (12) months following the Closing, and thereafter neither party may claim any damage for breach thereof. The covenants contained in this Agreement shall survive the Closing and not expire unle... | Label: Survival |
16d831b6-331e-4dc8-8bd3-e2eb960079b0 | Clause:
No consent, approval, order or authorization of, or registration, declaration or filing with, or permit from any Governmental Entity is required to be obtained or made by the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement by the Company or the consummation by ... | Label: Consents |
05cd26d4-325e-460e-8fd4-380e5f9037d7 | Clause:
The term of the Partnership commenced on July 31, 2012, the date that the original Certificate was accepted for record by the SDAT in accordance with the Act, and shall continue indefinitely unless the Partnership is dissolved sooner pursuant to the provisions of Article 13 hereof or as otherwise provided by la... | Label: Terms |
c24a4673-b600-49c8-b58b-d6271117963f | Clause:
The Company is an exempted company duly incorporated, validly existing and in good standing under the laws of the Cayman Islands and has all requisite corporate power and authority to (i) execute, deliver and perform its obligations under this Agreement, (ii) to issue and sell Ordinary Shares pursuant to this A... | Label: Qualifications |
94297967-e764-471d-aded-d4e53f919a4b | Clause:
Mortgagor shall obtain and maintain, or cause to be maintained, in full force and effect at all times insurance with respect to Mortgagor and the Mortgaged Property as required pursuant to the Purchase Agreement, including but not limited to Section 6.5 of the Purchase Agreement.
Task: Classify this clause int... | Label: Insurances |
ec8540e4-404e-4a78-81ee-76807699bbc9 | Clause:
Each Loan Party shall defend, protect, indemnify, pay and save harmless Administrative Agent, the Collateral Agent, the Lead Arrangers, the Bookrunners, each Lender and each of their respective officers, directors, Affiliates, attorneys, employees and agents (each an “ Indemnified Party ”) for and from and agai... | Label: Indemnity |
29daaf89-20d3-4d31-afc5-61e251f208d8 | Clause:
All covenants, agreements, representations and warranties made by the Loan Parties in the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the other parties hereto and... | Label: Survival |
21df848d-51e0-4df8-a393-1f42b101d498 | Clause:
The interpretation and construction of this Agreement, and all matters relating to this Agreement, will be governed by the laws of the State of New York applicable to contracts made and to be performed entirely within the State of New York without giving effect to any conflict of law provisions thereof. Each o... | Label: Governing Laws |
fd26218d-10f4-48cd-885d-98a61bafba75 | Clause:
IN ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF DELAWARE APPLICABLE TO CONTRACTS MADE AND PERFORMED IN THAT STATE AND ANY APPLICABLE LAWS OF THE UNITED STATES O... | Label: Governing Laws |
f7b27137-5024-4a41-818c-d4f33e9281bc | Clause:
Interest will accrue and be payable in full on the Maturity Date.
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, B... | Label: Interests |
80751dce-8fc6-46db-9957-f47bf317339c | Clause:
TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, EACH PARTY HEREBY WAIVES AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE OR ACTION, CLAIM, CAUSE OF ACTION OR SUIT (IN CONTRACT, TORT OR OTH... | Label: Waiver Of Jury Trials |
adf9340b-8c54-4e3b-8032-4b37422f6f73 | Clause:
The Transactions will not violate (i) the Governing Documents of any Loan Party, (ii) any Requirement of Law, or (iii) any term of any Material Contract binding on or otherwise affecting it or any of its properties, except in the case of clauses (ii) through (iii) to the extent such violations could not reasona... | Label: Compliance With Laws |
5649bec0-0433-489f-a5c5-fd30a56cff9e | Clause:
If an Event of Default shall have occurred, and without limiting any other rights and remedies provided herein, under any of the other Loan Documents or otherwise available to Secured Party, Secured Party may exercise one or more of the rights and remedies provided in this Section.
Task: Classify this clause i... | Label: Remedies |
8b0cb283-2cd4-409d-8915-d5b8a49916ba | Clause:
Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the ap... | Label: Releases |
19656db8-6a9b-4a70-8238-812e8e2eda7b | Clause:
Neither the Company nor any of its Subsidiaries is required to obtain any consent, authorization or order of, or make any filing or registration with, any government, court, regulatory, self-regulatory, administrative agency or commission or other governmental agency, authority or instrumentality, domestic or f... | Label: Consents |
9a4d1a2c-095b-404a-8e30-419f14f8944d | Clause:
The term of this Agreement shall commence on the Effective Date and shall last in perpetuity, subject to Section 5.2.
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: Terms |
af113f1e-8293-4c73-8cc6-8488e39300da | Clause:
At the Closings (as defined below), the Company hereby agrees to repurchase from the Selling Stockholder, and the Selling Stockholder hereby agrees to sell and deliver, or cause to be delivered, to the Company the Shares. The purchase will occur in three (3) tranches, with the first tranche of $125,000 being on... | Label: Sales |
cef9f642-3a72-47cf-99f5-551b2aac831c | Clause:
The Holder agrees to maintain, and to require its representatives to maintain, all confidential information obtained from the Company on a confidential basis, which, among other things, precludes the use of such confidential information for the purposes of trading on the Warrant Shares.
Task: Classify this cla... | Label: Confidentiality |
b62747e0-5859-4c6f-94f1-570cb0a13bd1 | Clause:
The parties shall share the costs of arbitration equally, except that the Parent or the Company shall bear the cost of the arbitrator’s fee and any other type of expense or cost that Executive would not be required to bear if he were to bring the dispute or claim in court. The Parent, the Company and Executive ... | Label: Costs |
ea766633-f017-4360-9b59-3bd0088d7e4e | Clause:
All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with the internal laws of the State of California, without regard to the principles of conflicts of law thereof. Each party agrees that a... | Label: Governing Laws |
8b0b5b8a-9e34-45ea-af08-0d1d3115507c | Clause:
Notices and all other communications contemplated by this Agreement shall be in writing and shall be deemed to have been duly given when personally delivered or when mailed by U.S. registered or certified mail, return receipt requested and postage prepaid. In the case of the Employee, mailed notices shall be a... | Label: Notices |
3dbb48e4-a9fe-47b9-bc5f-d73bbff77735 | Clause:
The Company has the right to deduct from all Award payments any taxes required to be withheld with respect to such payment. The Company may decide to satisfy the withholding obligations through additional withholding on salary, wages or other compensation or amounts owed to the Participant. If the Company elect... | Label: Withholdings |
c248157f-7479-4f54-b912-39d14f1496cc | Clause:
If you have a Termination of Affiliation prior to any of the events specified in paragraphs 5 or 6 of this Restricted Shares Award section, then you will forfeit your Restricted Shares that are not vested upon such Termination of Affiliation. All of your rights to and interest in any Restricted Shares that are ... | Label: Forfeitures |
010e6bed-72d1-4b38-8ca9-07c356bfdc20 | Clause:
The parties agree that money damages would not be a sufficient remedy for any breach of the confidentiality and non-disclosure and non-disparagement provisions herein, and that the non-breaching party in such case will be entitled to seek specific performance and injunctive and other equitable relief as a remed... | Label: Enforcements |
4b12c418-7927-4210-bebd-2a3b3beed368 | Clause:
The Company may terminate the Executive’s employment upon the Executive’s Permanent Disability. If any question shall arise as to whether the Executive has a Permanent Disability so as to be unable to perform the essential functions of the Executive’s then existing position or positions with or without reasonab... | Label: Disability |
4fed5325-cf82-4ad9-b2fe-f8c2d44ed6cf | Clause:
The Company hereby represents that this Agreement has been duly authorized, executed and delivered by it, and is a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. Each of the Clover Parties represents and warrants that this Agreement has been duly autho... | Label: Authority |
8f66b2a0-0b2c-4f95-9534-31a09756b292 | Clause:
In the event of the death of the Executive during the term of his employment hereunder, the Company shall pay to the estate of the deceased Executive any unpaid Base Salary accrued through the date of his death within ten (10) days after his death (or on such earlier date as may be required by applicable law) a... | Label: Death |
b3143c5f-f90f-4f08-8469-85e8d5c943c0 | Clause:
Notwithstanding anything to the contrary set forth herein, this Agreement will terminate and be of no further force or effect (except as provided and contemplated in Section s 2 .3, 2 . 4 and this Article I II ) upon the expiration of the E ffectiveness Period or in the event the Earnout Amount (as define... | Label: Terminations |
b7a048d2-c808-4aeb-a1f8-19bde944401e | Clause:
Tenant represents and warrants that it is duly formed and in good standing, and has full corporate or partnership power and authority, as the case may be, to enter into this Lease and has taken all corporate or partnership action, as the case may be, necessary to carry out the transaction contemplated herein, s... | Label: Authority |
93d48ddb-45eb-492c-ad3c-f78c13219a40 | Clause:
EACH CREDIT PARTY, AGENT AND THE LENDERS HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THE FINANCING DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED THEREBY AND AGREES THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED BEFORE A COURT AND N... | Label: Waiver Of Jury Trials |
8a8b439d-304c-4f14-9c48-3b59aecdd284 | Clause:
The enforceability of any agreement of any Opinion Party in any Subject Document relating to indemnification, contribution or exculpation from costs, expenses or other liabilities, which agreement is contrary to public policy or applicable law.
Task: Classify this clause into ONE of these types (exactly one la... | Label: Indemnifications |
6177efdb-e5f0-47a1-9f21-b092ac69b8f2 | Clause:
This Agreement contains all the understandings between the parties pertaining to the matters referred to herein, and supersedes any other undertakings and agreements, whether oral or written, previously entered into by them with respect thereto. Executive represents that, in executing this Agreement, Executive ... | Label: Entire Agreements |
63af4040-a6bd-4c17-bbb3-336ff7c667bc | Clause:
The parties hereto covenant, warrant and represent to each other good faith, complete cooperation, due diligence and honesty in fact in the performance of all obligations of the parties pursuant to this Agreement. All promises and covenants are mutual and dependent.
Task: Classify this clause into ONE of these... | Label: Cooperation |
2f085c30-e1f2-4c3a-b447-4aac1d23db9a | Clause:
Concurrently with the execution and delivery of this Agreement, Pledgor shall deliver to Agent, on behalf of Lender, each original certificate evidencing the Pledged Securities (which certificates shall constitute “security certificates” (as defined in the Code)), together with an undated limited liability comp... | Label: Powers |
5bd2b54f-61ee-492b-b350-44ef27b65c97 | Clause:
Section 8.2.6(2) of the Credit Agreement requires that the Loan Parties comply with certain conditions prior to making a Permitted Acquisition, including, but not limited to the following: (1) the Borrower shall demonstrate that it will be in Pro Forma Compliance with the covenant contained in Section 8.2.16 [M... | Label: Waivers |
e2aba72b-24b8-4b4a-81dc-6e1812edc455 | Clause:
All out-of-pocket expenses incurred by or on behalf of the LLC and payable to Persons in connection with keeping of the Books and Records of the LLC and its Subsidiaries and the preparation of audited or unaudited financial statements and federal, state and local tax and information returns required to implemen... | Label: Expenses |
e382983a-6481-4fd6-b6c6-28e92361cb0d | Clause:
For a period of twenty-four (24) months commencing on the date upon which Executive’s employment terminates, (i) Executive hereby agrees not to make any statements that disparage the Company, its products, services, officers, employees, members of its Board, advisers or other business contacts, and (ii) the Com... | Label: Non-Disparagement |
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