id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
de9b2383-fa0e-44c6-9e99-0c5c6329099c | Clause:
Each Party agrees that the specific terms and conditions of this Agreement and any information, Service Recipient Data and Materials conveyed or otherwise received by or on behalf of a Party in conjunction herewith are confidential and are subject to the terms of the confidentiality provisions set forth in Sect... | Label: Confidentiality |
16b8a2a6-47cd-46be-9b14-7b77e97246fb | Clause:
(a) each Seller has full power and authority to execute and deliver this Agreement and all other documents to be executed and delivered by such Seller pursuant to this Agreement (the “ Sellers’ Documents ”), and to perform all obligations required of it under this Agreement and each of the Sellers’ Documents; (... | Label: Authority |
3d7ee227-fac0-4d98-9fdb-9b744354002b | Clause:
Any Proceeding seeking to enforce any provision of, or based on any right arising out of, this Agreement must be brought against any of the parties in the courts of the State of Minnesota, Hennepin County, and each of the parties consents to the jurisdiction of those courts (and of the appropriate appellate cou... | Label: Jurisdictions |
bcf242cd-805e-4778-95aa-ff151bb8d2b3 | Clause:
This Agreement will be construed in accordance with and governed by the laws of the State of Georgia, the state in which the Company is incorporated, without giving effect to the principles of conflicts of law of that state. Any action to enforce this Agreement or any action otherwise regarding this Agreement m... | Label: Governing Laws |
3cbc0f37-4ff2-4b37-bce4-8df83f93aa64 | Clause:
During the Term (defined below), QTS LLC shall employ Executive as the CPO of the Company, upon the terms and conditions set forth in this Agreement, and Executive shall report directly to the Chief Executive Officer of the Company (the “ CEO ”), unless otherwise determined by the Board of Directors of the Gene... | Label: Employment |
12a0ee21-5464-4669-8e45-c6ffcea7431a | Clause:
Subject to Section 4 , if any provision of this Agreement or any part of any such provision is held under any circumstances to be invalid or unenforceable in any jurisdiction, then (a) such provision or part thereof shall, with respect to such circumstances and in such jurisdiction, be deemed amended to confor... | Label: Severability |
6cd5e85e-a51d-4a3c-aa1a-1a0fe1a9108d | Clause:
The Seller shall permit the Partnership and its representatives to contact Sellers ’ accountants, auditors and employees, and shall cause such accountants, auditors and employees to discuss, cooperate and provide information reasonably requested by the Partnership or its representatives, in order for the Partne... | Label: Financial Statements |
d8eff29e-5d58-4d5f-b964-ea61e172356e | Clause:
(i) There are no actions, suits, proceedings or investigations pending or, to the knowledge of any Loan Party, threatened against such Loan Party or any Subsidiary of such Loan Party at law or in equity before any Official Body which individually or in the aggregate may could reasonably be expected to result in... | Label: Litigations |
3378cee4-2ac6-47b7-bb47-69f8d053d5ec | Clause:
This Award Agreement and all questions arising hereunder or in connection herewith shall be determined in accordance with the laws of the State of Wisconsin without giving effect to its conflicts of law provisions.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements,... | Label: Governing Laws |
d27bd3fb-b141-4cb4-ba34-277edbdb0e90 | Clause:
Neither this Agreement nor any rights under this Agreement may be assigned by any party without the written consent of all other parties; provided, however, the Investors may assign this Agreement to an Affiliate or Affiliates of the Investors.
Task: Classify this clause into ONE of these types (exactly one la... | Label: Assignments |
f9fe823e-3a4d-44f2-b687-1d3e781a2893 | Clause:
Each Lender, upon execution and delivery of the Existing Credit Agreement or upon executing and delivering an Assignment Agreement, as the case may be, represents and warrants as of the Original Closing Date or as of the applicable Effective Date (as defined in the applicable Assignment Agreement) that (i) it i... | Label: Representations |
70631d86-22bd-4818-b046-5d2a9885998b | Clause:
Participant acknowledges that the Award, including the vesting of the Award and the number of Shares subject to the Award, is subject to adjustment in the discretion of the Board (or any Committee to which administration of the Plan has been delegated by the Board) upon the occurrence of certain events as provi... | Label: Adjustments |
1f1b974f-0c50-4ea9-a980-31920e7159d6 | Clause:
Any notice will be given in writing at the address of each party set forth in the first paragraph of this Agreement, or to such other address as either party may substitute by written notice to the other in accordance with this subsection 12.3, and will be deemed given when delivered or, if delivery is not acco... | Label: Notices |
7ee5ccdc-541e-4d06-8e0d-74e54566b692 | Clause:
The Company will use the proceeds from the sale of the Securities for general corporate purposes, but not, directly or indirectly, for (i) the satisfaction of any indebtedness of the Company or any of its Subsidiaries (other than payment of trade payables in the ordinary course of business), (ii) the redemption... | Label: Use Of Proceeds |
718a9d36-4e83-4927-85fa-56308e85c673 | Clause:
No waiver of any provision of this Agreement or the Note, or consent to departure therefrom, is effective unless in writing and signed by the Lender. No such consent or waiver extends beyond the particular case and purpose involved. No amendment to this Agreement is effective unless in writing and signed by t... | Label: Amendments |
a0551606-564e-49fc-b46d-f155085cfbea | Clause:
Each Guarantor shall remain obligated hereunder notwithstanding that, without any reservation of rights against any Guarantor and without notice to or further assent by any Guarantor, any demand for payment of any of the Borrower Obligations made by the Administrative Agent, the Collateral Agent or any other Se... | Label: Amendments |
321f249a-3bcf-4ca2-b174-a91f3ee5c270 | Clause:
The Historical Financial Statements fairly present in all material respects the financial condition and results of operation and cash flows of GCP as of such dates and for such periods in accordance with GAAP consistently applied throughout the periods covered thereby (except as otherwise disclosed), subject, i... | Label: Financial Statements |
929fe7bf-ccb7-4693-be61-18a781753fee | Clause:
If (a) this Note is placed in the hands of an attorney for collection or enforcement or is collected or enforced through any legal proceeding or the Holder otherwise takes action to collect amounts due under this Note or to enforce the provisions of this Note; or (b) there occurs any bankruptcy, reorganization,... | Label: Enforcements |
88d4035b-c57e-4c00-b350-a7472e00cd0c | Clause:
This Agreement shall be construed, interpreted, and governed in accordance with the laws of the State of New York without reference to rules relating to conflicts of law.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicabl... | Label: Governing Laws |
fc415a46-2f87-4251-93f1-1bf028a0bb53 | Clause:
The Borrower will, and will cause each Subsidiary to, comply with all laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to which it may be subject (including ERISA and applicable Environmental Laws), except where the failure to so comply could not reasonably be expected to have ... | Label: Compliance With Laws |
c7a4bb8c-c9e2-4c56-8ffc-7100846082b1 | Clause:
The Borrower has the power and authority to incur, and the Loan Parties have the power and authority to guarantee, the Indebtedness represented by the Loans, the Secured Hedging Obligations and the Loan Documents. The execution, delivery and performance by each Loan Party of the Loan Documents to which it is a... | Label: Authority |
f183a819-7da7-4131-9a09-99daa1ad40a4 | Clause:
On the basis of the representations, warranties and agreements herein contained and subject to the terms and conditions hereof, the Seller hereby agrees to sell to the Purchaser, and the Purchaser agrees to purchase from the Seller, the Warrant.
Task: Classify this clause into ONE of these types (exactly one l... | Label: Sales |
0d66fdaa-9f63-4402-8c92-01c04d5a1ea2 | Clause:
This Agreement may only be amended with the written consent of Holder and the Company.
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: Amendments |
4b04214d-5188-488e-952c-11ceade0cd02 | Clause:
Except as disclosed in the SEC Documents (as defined below), and for other convertible indebtedness of less than $1,50,000.00 and related warrants, and for issuances in the ordinary course of business, no shares are reserved for issuance pursuant to the Company’s stock option plans, no shares are reserved for i... | Label: Capitalization |
96fba877-2487-49c7-9cee-dbe5718d69d4 | Clause:
Each term, covenant, condition or provision of this Agreement shall be viewed as separate and distinct, and in the event that any such term, covenant, condition or provision shall be deemed by an arbitrator or a court of competent jurisdiction to be invalid or unenforceable, the court or arbitrator finding such... | Label: Severability |
fbc5819d-bbec-4671-9a44-8436ff706d30 | Clause:
Except as otherwise expressly provided herein, each party shall be responsible for its own fees and expenses in connection with the execution and delivery of this Agreement and the performance of its obligations hereunder.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agr... | Label: Expenses |
b33df89b-2c95-40ec-92b1-3566818d7654 | Clause:
Other than as set forth on Schedule 2.22 , none of the officers or directors of the Company or any Subsidiary and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently a party to any transaction with the Company or any Subsidiary (other than for services as employ... | Label: Transactions With Affiliates |
3c11d20d-2263-4105-807c-a52ee82b120e | Clause:
The Company or the Investor may (i) extend the time for the performance of any of the obligations or other acts of any other Party, (ii) waive any inaccuracies in the representations and warranties of any other Party contained herein or in any document delivered by any other Party pursuant hereto, or (iii) waiv... | Label: Waivers |
ec660f89-b0a9-4b90-a8cb-6eea73f292b0 | Clause:
Conduct all transactions otherwise permitted under this Agreement with any of their Affiliates on terms that are fair and reasonable and no less favorable to Holdings, the applicable Borrower or their respective Subsidiaries than it would obtain in a comparable arm’s-length transaction with a Person not an Affi... | Label: Transactions With Affiliates |
2e7aa90c-d377-4a21-bc4e-ff8e51b67a73 | Clause:
Any of the terms and provisions of Article 8 of this Mortgage that are intended to survive, shall nevertheless survive the release or satisfaction of this Mortgage whether voluntarily granted by Agent, as a result of a judgment upon judicial foreclosure of this Mortgage or in the event a deed in lieu of foreclo... | Label: Survival |
8433c457-f39b-4c88-be0c-18005adb6ce9 | Clause:
Neither the execution, delivery or performance by Client of this Agreement, nor compliance by it with the terms and provisions hereof, (i) will contravene any applicable provision of any material law, statute, rule, regulation, order, writ, injunction or decree of any court or governmental instrumentality, or (... | Label: No Conflicts |
aec26216-6a9b-41b3-a2b7-47bc18f6317a | Clause:
The Executive shall have such duties and responsibilities that are consistent with the Executive’s position as the Board determines and shall perform such duties and carry out such responsibilities to the best of the Executive’s ability for the purpose of advancing the business of the Company and its subsidiari... | Label: Duties |
f847446b-62f4-48e2-be80-2cdada1cd2d8 | Clause:
Each of Seller, the Company and Buyer shall reasonably cooperate, and shall cause their respective Affiliates, officers, employees, agents, auditors and other Representatives reasonably to cooperate, in preparing and filing all Tax Returns, including maintaining and making available to each other all records ne... | Label: Cooperation |
4569c7c5-1dd8-477d-ad84-f45dec5bdb6d | Clause:
The Borrower and its Restricted Subsidiaries have filed all tax returns and reports required to be filed, and have paid all taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except those which are being contested ... | Label: Taxes |
4fcddbdf-0e9b-4833-91f2-8dd50f1adbde | Clause:
This Amendment and any disputes hereunder shall be governed by and construed in accordance with the laws of State of New York without giving effect to the conflict of law principles thereof. The United Nations Convention on Contracts for International Sales of Goods shall not apply to this Amendment.
Task: Cla... | Label: Governing Laws |
1c0351da-cbac-4ee1-bd5d-24eb28d1e880 | Clause:
Prior to any disclosure, the Debtors shall submit to the Plan Sponsor (with a copy to Kirkland & Ellis LLP, counsel for the Plan Sponsor), Claren Road (with a copy to Bracewell LLP, counsel to Claren Road), and the Initial Consenting Supporting Noteholders (with a copy to Stroock), all press releases, announcem... | Label: Disclosures |
115d0d4a-7b64-4b9e-b295-11c7f7f39b15 | Clause:
(f) Except for the Disclosed Matters, there are no actions, suits or proceedings by or before any Governmental Authority pending against or, to the knowledge of any Borrower, threatened against or affecting FCX or any of its Subsidiaries that would reasonably be expected, individually or in the aggregate, to re... | Label: Litigations |
bc718dd7-ef17-45e9-85f7-1ef57e84ae3f | Clause:
This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be fully performed therein. Any disputes that arise under this Agreement, even after the termination of this Agreement, will be heard only in the state or federal courts lo... | Label: Governing Laws |
f9b740b2-c5ec-4598-b528-2ebad807921c | Clause:
The Executive agrees that in the event of any breach or threatened breach by the Executive of any covenant contained in Section 9(a), 9(b), or 9(c) hereof, the resulting injuries to the Employer would be difficult or impossible to estimate accurately, even though irreparable injury or damages would certainly re... | Label: Enforcements |
3f260b86-88f2-42bb-b523-9c79905cc648 | Clause:
This Warrant Agreement, as it relates to the 2019 Warrants and the 2020 Warrants shall terminate at the 2019 Expiration Date and the 2020 Expiration Date, respectively (or Close of Business on the Settlement Date with respect to any Exercise Notice delivered prior to the applicable Expiration Date). Notwithstan... | Label: Terminations |
3035bc44-4ca7-48eb-b44e-fc563bb50530 | Clause:
The Administrative Agent shall subordinate or release its Liens on Collateral, or release a Grantor from this Security Agreement, as provided in Section 9.10 of the Credit Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Law... | Label: Releases |
69f0ab0e-0b21-40f1-b55f-2d3f16c4466b | Clause:
This Agreement may be executed in any number of identical counterparts (which may include facsimile signatures and may be delivered by facsimile or electronic transmission), each of which shall be deemed an original but all of which together shall constitute one and the same instrument.
Task: Classify this cla... | Label: Counterparts |
00ab426b-c5b3-429c-838b-d281143ecac5 | Clause:
This Eighth Amendment may be amended or supplemented by and only by an instrument executed and delivered by each party hereto.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments,... | Label: Amendments |
1bb0ca25-6cbd-416a-b5d0-fbda058d2d6d | Clause:
This Agreement shall be binding in all respects on the heirs, administrators, representatives, executors and successors of Recipient, and on the Company and its successors and assigns.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption L... | Label: Binding Effects |
a847cac4-e317-4545-b063-06c050421cb3 | Clause:
The Borrowers covenant and agree that they will use the proceeds of the Term B Loans and the Term A Loans as set forth in Section 5.11 of the Amended Credit Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable L... | Label: Use Of Proceeds |
36c02c74-e251-42b9-ad6f-813196c56d17 | Clause:
No Loan Party is in default with respect to any note, indenture, loan agreement, mortgage, lease, deed, or other agreement to which such Person is a party or by which it is bound, which default could reasonably be expected to have a Material Adverse Effect.
Task: Classify this clause into ONE of these types (e... | Label: No Defaults |
41c9747b-7d70-4f4f-8ddf-cf74285b3154 | Clause:
A detailed summary update of the Borrower’s use of the proceeds being funded hereunder as set forth in Exhibit A .
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Au... | Label: Use Of Proceeds |
1d826bce-824e-499a-a48a-3c94407f30d8 | Clause:
No Loan Party or any of its Subsidiaries is in violation of (i) any of its Governing Documents, (ii) any material Requirement of Law, or (iii) any term of any Contractual Obligation (including, without limitation, any Material Contract) binding on or otherwise affecting it or any of its properties, except, in t... | Label: Compliance With Laws |
f89a1fe8-061a-4855-80fd-21ffb503a3b6 | Clause:
All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be determined in accordance with the laws of the State of Delaware, without giving effect to conflicts of laws thereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments... | Label: Governing Laws |
59054e72-850e-4ad6-880c-e7446afe0505 | Clause:
No provision of this Agreement may be modified, waived, or discharged unless such modification, waiver, or discharge is agreed to in writing and signed by the Executive and by a member of the Board, as applicable, or by the respective parties’ legal representatives or successors.
Task: Classify this clause int... | Label: Modifications |
130edc57-a5cc-4f67-9b35-d38e33978dc4 | Clause:
The performance criteria to be achieved during any Performance Period and the length of the Performance Period shall be determined by the Plan Administrator upon the grant of each Performance Award. The amount of the Award to be distributed shall be conclusively determined by the Plan Administrator.
Task: Clas... | Label: Terms |
de668e16-ff52-4d59-9ee0-6dedfb505161 | Clause:
This Agreement (including the Plan and the Summary of Award) contains the entire understanding between the parties and supersedes any prior understanding and agreements between them regarding the subject matter hereof with respect to the SARs, and there are no other representations, agreements, arrangements or ... | Label: Entire Agreements |
52ee8348-a4db-49d0-a65f-590c5382a102 | Clause:
Except for as set forth on Schedule 2.4, the execution, delivery and performance by the Company of the Related Agreements to which it is a party, the issuance and sale of the Preferred Securities hereunder and the issuance of the Common Stock upon conversion of the Preferred Securities and the consummation of t... | Label: No Conflicts |
3bd4d21b-08be-4f86-b8c8-589fa8c49e6b | Clause:
The Company Parties will use the proceeds from the sale of the Securities solely for operational purposes and not for the repayment of any outstanding indebtedness of the Company Parties arising under the OrbiMed Credit Agreement or the OrbiMed Royalty Agreement.
Task: Classify this clause into ONE of these ty... | Label: Use Of Proceeds |
6fe40aeb-3cc4-4d75-ba39-3a9308e0256a | Clause:
If the Termination Date occurs during the Employment Period and is a result of a Termination for Cause, the Executive’s death or Disability, or termination by the Executive other than for Good Reason, then, other than the Minimum Benefits, the Executive shall have no right to benefits under this Agreement (and ... | Label: Death |
c6f90128-772b-418d-bd13-5859d779e485 | Clause:
Tenant shall clean and maintain in good order, condition, and repair and replace when necessary the Premises and every part thereof, through regular inspections and servicing, including, but not limited to: (i) all plumbing and sewage facilities (including all sinks, toilets, faucets and drains), and all ducts,... | Label: General |
a7c47a06-de12-498d-a5a3-2272afe2879d | Clause:
An Eligible Employee will become a Participant by electing to defer Compensation in accordance with Section 3.1 and such procedures as may be established from time to time by the Committee (or its designee). An Eligible Employee who is hired during a Plan Year may not participate in the Plan until the commencem... | Label: Participations |
141041b6-5d4c-49a6-beea-47a89dafe081 | Clause:
The Borrower will not, and will not permit any of its Subsidiaries to, sell, lease or otherwise transfer any Property or assets to, or purchase, lease or otherwise acquire any Property or assets from, or otherwise engage in any other transactions with, any of its Affiliates, except (a) in the ordinary course of... | Label: Transactions With Affiliates |
d96b8002-c8a9-4426-894b-1055f0df2936 | Clause:
If the Aggregate Revolving Credit Commitments or the Term Loan Facility are increased or an incremental term facility is provided in accordance with this Section 2.17 , Administrative Agent and Borrower shall determine the effective date (the “ Increase Effective Date ”) and the final allocation of such increas... | Label: Effective Dates |
5e6a2920-235d-4cd9-a332-9b329b9f885e | Clause:
The Executive agrees and covenants: (i) to treat all Confidential Information as strictly confidential; (ii) not, directly or indirectly, to disclose, publish, communicate, or make available Confidential Information, or allow it to be disclosed, published, communicated, or made available, in whole or part, to a... | Label: Disclosures |
4e968091-8f5b-4689-a392-e804c9320d3a | Clause:
Notwithstanding anything herein to the contrary, a Participant shall not be eligible to receive any Severance under the Plan unless he or she first executes a Release within 21 days (or 45 days if necessary to comply with applicable law) after the Date of Termination and does not revoke such Release within seve... | Label: Releases |
516b4fe8-0eaa-4472-a677-81f1c82cd8f4 | Clause:
Each member of Macellum jointly represents and warrants that, as of the date of this Agreement, (a) Macellum, together with all of the Macellum Affiliates, collectively Beneficially Own an aggregate of 3,131,505 shares of Common Stock; (b) except for such ownership, no member of Macellum, individually or in the... | Label: Representations |
da914a60-c9be-44c2-b2c7-f21ada0ce4d6 | Clause:
Upon any termination or expiration of this Agreement, unless otherwise specified in this Agreement and except for any rights or obligations that have accrued prior to the effective date of termination or expiration, all rights and obligations of each Party under this Agreement shall terminate in whole or with r... | Label: Survival |
d6d6e8c6-eee0-462a-9ef2-b2b733b5725d | Clause:
Item 6.21 (“ Insurance ”) of the Disclosure Schedule sets forth a true, complete and correct description of all insurance maintained by each Loan Party and each of its Subsidiaries as of the Effective Date . As of such date, such insurance is in full force and effect and all premiums have been duly paid.
Task... | Label: Insurances |
d3be4a53-1637-40d7-b1f6-43184e94bd1c | Clause:
The execution and delivery and performance of this Amendment by the Borrowers and each of the other Credit Parties will not violate any Federal, state or any other material law, rule, regulation or order or material contractual obligation of such Person in any material respect and will not result in, or require... | Label: No Conflicts |
8084843c-758d-4b79-8e8f-63c484888ed4 | Clause:
Words or phrases appearing in this Article with initial capitals shall have the meaning set forth in the main body of the Plan.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments... | Label: Definitions |
ecb6a40c-c4a9-4be3-89d0-8a7e13877888 | Clause:
The Administrator’s authority to act with respect to any outstanding Plan Award and the Board’s authority to amend the Plan shall survive termination of the Plan.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, ... | Label: Survival |
0da53a0f-9034-470a-9581-9697aaea080f | Clause:
All terms defined in the Personal Property Security Act (Ontario) (the “PPSA”) and used herein, unless defined herein or in the Securities Purchase Agreement, shall have the same definitions herein as specified in the PPSA.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Ag... | Label: Definitions |
8181c381-7af8-4083-9a60-9c1f7a850fd7 | Clause:
The representations, warranties, covenants, indemnities and agreements contained in this Agreement, in the Transaction Documents shall survive the Closings of the transactions contemplated by this Agreement for the applicable statute of limitations.
Task: Classify this clause into ONE of these types (exactly o... | Label: Survival |
2f8f55ad-a26c-41e5-9b24-4994858e9bef | Clause:
Pursuant to the terms of this Agreement, each of GEL and CPI (in such capacity, the “ Disclosing Party ”) has disclosed and will be disclosing to the other Party, and to the officers, directors, employees, agents and/or representatives of each (in such capacity, the “ Receiving Party ”) certain secret, confiden... | Label: General |
8af916b0-c762-424b-aa5d-01ca6aa31d13 | Clause:
This Agreement shall in all respects be governed by, and construed in accordance with, the law of the State of New York, including all matters of construction, validity and performance.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption ... | Label: Governing Laws |
c7b64aa4-a658-4406-a4e7-174308dc1a9b | Clause:
If any provision of this Agreement shall be held by any court of competent jurisdiction to be illegal, void or unenforceable, such provision shall be of no force and effect. The illegality or unenforceability of such provision, however, shall have no effect upon and shall not impair the enforceability of any ot... | Label: Severability |
c9410d53-701e-4733-b177-dab8ad27227b | Clause:
Subject to the terms and conditions hereinafter set forth, each Seller Entity agrees to sell and convey its Respective Property to Purchaser and Purchaser agrees to purchase each Respective Property from the applicable Seller Entity.
Task: Classify this clause into ONE of these types (exactly one label):
Adjus... | Label: Sales |
13b4d443-9fd3-4b0d-b8ab-bc8ba6e5bc43 | Clause:
As of the Closing Date, the Borrower and its Subsidiaries taken as a whole, immediately after giving effect to the incurrence and repayment of all Indebtedness and obligations being incurred and repaid in connection herewith, are Solvent.
Task: Classify this clause into ONE of these types (exactly one label):
... | Label: Solvency |
70b4d97c-5769-4518-9bbc-c08b1d5b55f2 | Clause:
Other than as specifically provided for herein, in the event of the Executive’s termination of employment for any reason, including without limitation, resignation, termination with or without Cause, or the Executive’s breach of the non-competition provision in Section 9, the Executive shall forfeit to the Comp... | Label: Forfeitures |
22eb578a-1786-48e0-9d77-63561f267e03 | Clause:
Landlord and Tenant each represent and warrant to the other that this Amendment has been duly authorized, executed and delivered by and on behalf of each party hereto and constitutes the valid and binding agreement of Landlord and Tenant in accordance with the terms hereof. Tenant warrants and represents to Lan... | Label: Authority |
510cbf7a-cc06-4746-a705-72fd4efaface | Clause:
Except as otherwise disclosed in the Schedules annexed hereto, neither the Company nor any Person acting on any of their behalf has provided the Purchasers or their agents or counsel with any information that constitutes or might constitute material, non-public information. To the knowledge of the Company, the... | Label: Disclosures |
ca682abe-520b-4a07-8154-34abcea2ecde | Clause:
The Purchaser 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 execution of this Agreement and ending at such time that t... | Label: Confidentiality |
2fa33461-3b45-4f6a-8906-244117a76e86 | Clause:
The Borrower and its Subsidiaries carry insurance (which may be carried by the Borrower on a consolidated basis) with reputable insurers in respect of such of their respective Properties, in such amounts and against such risks as is customarily maintained by other Persons of similar size engaged in similar busi... | Label: Insurances |
9aef567f-fdd4-4ae6-9d6a-6a670ff1fc3c | Clause:
The provisions of the Plan shall be construed, administered and governed under the laws of the State of Indiana to the extent such laws have not been superseded by ERISA.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicabl... | Label: Governing Laws |
d1795117-3721-4f09-ba4b-409085d05a43 | Clause:
Each party agrees that it will perform its obligations hereunder in accordance with all applicable laws, rules and regulations now or hereafter in effect. If any term or provision of this Agreement shall be found to be wholly illegal, invalid or unenforceable in any jurisdiction, the remainder of this Agr... | Label: Severability |
5dd62eee-3e59-4d22-b3d3-e62d480decb0 | Clause:
As of the date hereof, the Company’s only Subsidiaries are set forth on Schedule 6(g) . The Company owns directly or indirectly, all of the equity interests of the Subsidiaries free and clear of any lien, charge, security interest, encumbrance, right of first refusal or other restriction, and all the equity in... | Label: Subsidiaries |
87c6c736-1a6d-49dc-83e6-69489f14d549 | Clause:
As used herein, the following terms have the following meanings.
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: Definitions |
1204cd29-350d-40cd-bb6a-a2e05ab7a437 | Clause:
Except in the case of the Mandatory Forum Selection clause set forth in Section 5.5 hereof, this Security Agreement shall be delivered and accepted in and shall be deemed to be a contract made under and governed by the internal laws of the State of Nevada, without regard to conflict of laws principles.
Task: C... | Label: Governing Laws |
5d235bee-8914-4343-9a61-6806c7fe269d | Clause:
No failure by either Party hereto at any time to give notice of any breach by the other Party of, or to require compliance with, any condition or provision of this Agreement shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.
Task: Classify... | Label: No Waivers |
c87f2561-9354-4faa-86b6-31c160e2f6d8 | Clause:
Each of the REIT Guarantor and its Subsidiaries owns or has the right to use all patents, trademarks, copyrights, service marks, and trade names, and rights with respect to the foregoing, necessary to conduct its business as now conducted and as proposed to be conducted, without any conflict with the patents, t... | Label: Intellectual Property |
d1c8497c-aa25-42a6-9c4b-d524359bf358 | Clause:
All amounts due under this Section shall be payable not later than 20 Business Days after demand therefor.
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,... | Label: Payments |
fa0c9832-0ad2-44c6-9808-fafda722bcff | Clause:
The Participant acknowledges that the Company shall require the Participant to pay the Company in cash the amount of any tax or other amount required by any governmental authority to be withheld and paid over by the Company to such authority for the account of the Participant, and the Participant agrees, as a c... | Label: Withholdings |
a2c90fc7-97b5-4081-8109-4a42af21ada5 | Clause:
Employee intends this Release to cover any and all such Released Claims, whether they are contract claims, equitable claims, fraud claims, tort claims, discrimination claims, harassment claims, whistleblower or retaliation claims, personal injury claims, constructive or wrongful discharge claims, emotional dist... | Label: Benefits |
fdead407-770e-4fd1-a506-d8a214230394 | Clause:
In the event that any one or more of the terms or provisions of this Agreement or the application thereof to any Person or circumstance is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any ... | Label: Severability |
a3729f09-ae1a-4dd5-bc01-4a9824d0fd89 | Clause:
Except with respect to a Mortgage Loan that is an Early Buyout HECM Loan, there is no default, breach, violation or event of acceleration existing under the Mortgage or the Mortgage Note and no event has occurred which, with the passage of time or with notice and the expiration of any grace or cure period, woul... | Label: No Defaults |
91b30a9a-ee5f-4d01-856d-ae390207567f | Clause:
In consideration of the payments and benefits to which you are entitled as a Participant (as defined in the Plan) in the Envision Healthcare Holdings, Inc. Severance and Retention Plan for Senior Management (the “ Plan ”), you hereby waive and release and forever discharge Envision Healthcare Holdings, Inc. and... | Label: Releases |
b6880dee-75e0-4e9f-8c0a-9dbaa7245e4e | Clause:
(i) The Borrower hereby pledges, assigns and grants a Lien to and in favor of the Administrative Agent, for its benefit and the ratable benefit of the Lenders, as security for the payment of all Obligations due in respect of the Loan Documents and the performance of all other terms, conditions and cov... | Label: Releases |
56129647-3e06-447d-999d-29c49a037fd1 | Clause:
The Mortgagor agrees to comply with Subsections 6.4 and 6.8 of the Credit Agreement, in each case in accordance with and to the extent provided therein.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals,... | Label: Compliance With Laws |
4ef37641-a1a2-41ad-a8ed-6f847fffd536 | Clause:
The Company has duly authorized the issuance and sale, pursuant to the terms of this Agreement, of the Shares and Warrants against payment of the purchase price therefor.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicabl... | Label: Authorizations |
9deb23e7-24c6-4496-9424-97ee44699f06 | Clause:
Any amendment to this Agreement shall only be effective if in writing and executed by or on behalf of each of the Parties.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Ass... | Label: Amendments |
30607fa1-0b8a-42a6-93de-584e630d6658 | Clause:
Whenever notice is required or permitted by this Agreement to be given, such notice shall be in writing (including telecopy or similar writing) and shall be given to any Partner at its address or telecopy number shown in the Partnership’s books and records or, if given to the Delaware GP, at the address of the ... | Label: Notices |
b2d94cc5-47f7-4ec0-ad60-955975622dc1 | Clause:
Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law and to carry out each provision herein to the greatest extent possible, but if any provision of this Agreement is held to be void, voidable, invalid, illegal or for any oth... | Label: Severability |
64478b1f-e16d-4b27-a85a-a2c4e2b48540 | Clause:
The Board may grant Awards consisting of Stock Appreciation Rights (“SARs”) entitling the holder, upon exercise, to receive an amount of Common Stock or cash or a combination thereof (such form to be determined by the Board) determined by reference to appreciation, from and after the date of grant, in the Fair ... | Label: General |
cfe7e689-966d-4919-a3fb-99387564f5b2 | Clause:
All notices, requests, demands, and all other communications required or permitted by either party to the other party by this Agreement (including, without limitation, any notice of termination of employment and any notice of an intention to arbitrate) shall be in writing and shall be deemed to have been duly g... | Label: Notices |
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