id
stringlengths 1
4
| instruction
stringclasses 1
value | instances
list | is_classification
bool 1
class |
|---|---|---|---|
1470
|
what kind of clause is following
|
[
{
"input": "The Company shall deduct any foreign, federal, state or local withholding or other taxes from any payments to be made by the Company hereunder in such amounts which the Company reasonably determines are required to be deducted under applicable law.",
"output": "withholding taxes"
}
] | false |
5505
|
what kind of clause is following
|
[
{
"input": "You acknowledge that your employment by the Company may be terminated at any time by the Company or by you with or without cause in accordance with the terms of this Agreement. This Agreement is in addition to and not in place of other obligations of trust, confidence and ethical duty imposed on you by law.",
"output": "no limitations"
}
] | false |
5618
|
what kind of clause is following
|
[
{
"input": "If any term or provision of this Subscription and Royalty Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Subscription and Royalty Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.",
"output": "severability"
}
] | false |
3111
|
what kind of clause is following
|
[
{
"input": "No failure on the part of any Lender , the Administrative Agent , or the Issuing Lender to exercise , and no delay in exercising , any right hereunder or under any Note shall operate as a waiver thereof; nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.",
"output": "no waivers"
}
] | false |
6659
|
what kind of clause is following
|
[
{
"input": "No failure or delay on the part of Buyer in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privileges. All rights and remedies of each Buyer existing hereunder are cumulative to, and not exclusive of, any rights or remedies otherwise available.",
"output": "failure or indulgence not waiver"
}
] | false |
7896
|
what kind of clause is following
|
[
{
"input": "(a) Each of the Borrowers and their Subsidiaries has good title to, or valid leasehold interests in, all its real and personal property material to its business, except for minor defects in title that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties for their intended purposes.",
"output": "properties"
}
] | false |
1577
|
what kind of clause is following
|
[
{
"input": "Any special allocations of income or gain pursuant to Sections 5.5(b) or 5.5(c) hereof shall be taken into account in computing subsequent allocations pursuant to Section 5.4 and this Section 5.5(h), so that the net amount of any items so allocated and all other items allocated to each Partner shall, to the extent possible, be equal to the net amount that would have been allocated to each Partner if such allocations pursuant to Sections 5.5(b) or 5.5(c) had not occurred.",
"output": "ameliorative allocations"
}
] | false |
2246
|
what kind of clause is following
|
[
{
"input": "Neither the Company nor any affiliate is obligated by or as a result of this Agreement to continue to have the Employee as an employee, consultant or advisor and this Agreement shall not interfere in any way with the right of the Company or any subsidiary to terminate the Employee’s employment with the Company and its subsidiaries at any time.",
"output": "no obligation to continue position as an employee"
}
] | false |
7897
|
what kind of clause is following
|
[
{
"input": "The undersigned hereby makes each representation and warranty set forth in Section 6 of the Security Agreement with respect to itself (as supplemented by the attached supplemental schedules) as of the date hereof.",
"output": "representations"
}
] | false |
7472
|
what kind of clause is following
|
[
{
"input": "The provisions of this Award Agreement may not be amended, modified, supplemented or terminated, and waivers or consents to departures from the provisions hereof may not be given, without the written consent of each of the parties hereto.",
"output": "waivers"
}
] | false |
676
|
what kind of clause is following
|
[
{
"input": "The Shares have not been registered under the Securities Act of 1933, as amended (the “ 1933 Act ”), and are being issued to the Purchaser in reliance upon the exemption from such registration provided by Section 4(2) of the 1933 Act based on the representations and warranties made by the Purchaser herein.",
"output": "exemption from registration"
}
] | false |
6869
|
what kind of clause is following
|
[
{
"input": "Unless otherwise expressly agreed by the applicable Issuing Lender and the Company when a Letter of Credit is issued (including any such agreement applicable to an Existing Letter of Credit), the rules of the ISP shall apply to each Letter of Credit.",
"output": "applicability of isp"
}
] | false |
2474
|
what kind of clause is following
|
[
{
"input": "This Agreement shall terminate and shall have no further force or effect immediately as of and following the Expiration Time.",
"output": "terminations"
}
] | false |
3927
|
what kind of clause is following
|
[
{
"input": "Notwithstanding anything herein to the contrary, all of the terms and provisions of this Article VI shall survive the Closing or a termination of this Agreement for a period of nine months.",
"output": "survival"
}
] | false |
3116
|
what kind of clause is following
|
[
{
"input": "Cash on deposit in any Account (other than the Payment Account) may be invested at any time in Eligible Investments in accordance with Article X.",
"output": "investment in eligible investments"
}
] | false |
2771
|
what kind of clause is following
|
[
{
"input": "It is my understanding that the Company or I may terminate my employment at any time, with or without cause; provided that if I have entered into or in the future enter into a separate written and fully executed employment agreement that expressly provides for employment on other than an at-will basis, my employment status pursuant to such agreement shall supersede the foregoing acknowledgment of at-will employment.",
"output": "at-will employment"
}
] | false |
4932
|
what kind of clause is following
|
[
{
"input": "The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, except that the Borrower may not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the Agent and each Lender.",
"output": "assigns"
}
] | false |
7653
|
what kind of clause is following
|
[
{
"input": "This Agreement, to the extent not otherwise governed by mandatory provisions of the Code or the securities laws of the United States, shall be governed by, construed, and enforced in accordance with the laws of the State of Texas.",
"output": "governing laws"
}
] | false |
4284
|
what kind of clause is following
|
[
{
"input": "The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and has the requisite corporate power and authority to own, lease and operate its assets and properties, and to carry on its business, as it is being conducted as of the date of this Agreement.",
"output": "organizations"
}
] | false |
1028
|
what kind of clause is following
|
[
{
"input": "Guarantor (i) is not and will not become a Person or entity described by section 1 of Executive Order 13224 of September 24, 2001 Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (12 C.F.R. 595), and no Credit Party engages in dealings or transactions with any such Persons or entities, and (ii) is not in violation of the USA PATRIOT Act.",
"output": "foreign assets control regulations"
}
] | false |
8138
|
what kind of clause is following
|
[
{
"input": "Borrower and Guarantor shall timely pay to the relevant Governmental Authority in accordance with Applicable Law, or at the option of Administrative Agent timely reimburse it for the payment of, any Other Taxes.",
"output": "payment of other taxes by borrowers"
}
] | false |
7161
|
what kind of clause is following
|
[
{
"input": "Pursuant to Section 6(c) of the 2014 Incentive Compensation Plan, the Committee retains the authority to exercise negative discretion to reduce payments under this Plan as it deems appropriate.",
"output": "negative discretion"
}
] | false |
2746
|
what kind of clause is following
|
[
{
"input": "This Agreement is not an employment agreement, and no provision of this Agreement shall be construed or interpreted to create any employment relationship between Optionee and the Company for any guaranteed time period. The Employment of Optionee shall be subject to termination to the same extent as if this Agreement had not been executed.",
"output": "not an employment agreement"
}
] | false |
5521
|
what kind of clause is following
|
[
{
"input": "This Agreement shall become effective on the Effective Date and continue in full force and effect unless and until this Agreement is terminated in accordance with Section 10.2 (the “ Term ”).",
"output": "terms"
}
] | false |
4368
|
what kind of clause is following
|
[
{
"input": "The Borrower shall lose the \"bid\" price for its Common Stock ($0.0001 on the \"Ask\" with zero market makers on the \"Bid\" per Level 2) and/or a market (including the OTCBB, OTCQB, or an equivalent replacement exchange ).",
"output": "bid price"
}
] | false |
7615
|
what kind of clause is following
|
[
{
"input": "No Event of Default and no Default, shall have occurred and be continuing hereunder.",
"output": "no defaults"
}
] | false |
4207
|
what kind of clause is following
|
[
{
"input": "All of the Borrower’s obligations under this ARTICLE III shall survive termination of the Aggregate Commitments and repayment of all other Obligations hereunder.",
"output": "survival"
}
] | false |
3255
|
what kind of clause is following
|
[
{
"input": "The Partnership is properly treated as a partnership for United States federal income tax purposes and has, for each taxable year beginning after December 31, 2010 during which the Partnership was in existence, met the gross income requirements of Section 7704(c)(2) of the Internal Revenue Code.",
"output": "mlp status"
}
] | false |
3952
|
what kind of clause is following
|
[
{
"input": "The Company shall use the net proceeds from the sale of the Securities in accordance with the Use of Proceeds section in the Prospectus Supplement, and for the avoidance of doubt, the Company shall not use such proceeds to pay any dividend or other distribution on any shares of Common Stock or Preferred Stock or to make any Make-Whole Payment (as defined in the Series A Certificate of Designation and the Series B Certificate of Designation).",
"output": "use of proceeds"
}
] | false |
2151
|
what kind of clause is following
|
[
{
"input": "To the extent not preempted by Federal law, the Plan, and all awards and agreements hereunder, and any and all disputes in connection therewith, shall be governed by and construed in accordance with the substantive laws of the State of Minnesota, without regard to conflict or choice of law principles which might otherwise refer the construction, interpretation or enforceability of the Plan to the substantive law of another jurisdiction.",
"output": "governing laws"
}
] | false |
7633
|
what kind of clause is following
|
[
{
"input": "This Agreement may be executed in any number of counterparts which together shall constitute one instrument.",
"output": "counterparts"
}
] | false |
5101
|
what kind of clause is following
|
[
{
"input": "Subject to Section 8.1.17(a)(ii) [Collateral] and Section 8.1.21 [Post-Closing Matters], this Agreement, each of the other Loan Documents and the Perfection Certificate signed by an Authorized Officer of each of the Loan Parties party thereto, and to the extent required under applicable requirements of Law, the Security Documents shall be properly recorded or filed with the applicable recording or filing offices and be in proper form for such recording.",
"output": "delivery of loan documents"
}
] | false |
5417
|
what kind of clause is following
|
[
{
"input": "Subject to Section 5 hereof, the Required Holders shall have the right to select one legal counsel to review and oversee any registration pursuant to this Section 2 (“ Legal Counsel ”), which shall be Grushko & Mittman, P.C., or such other counsel as thereafter designated by the Required Holders. The Company and Legal Counsel shall reasonably cooperate with each other in performing the Company’s obligations under this Agreement.",
"output": "legal counsel"
}
] | false |
527
|
what kind of clause is following
|
[
{
"input": "The Borrowers consent to the publication by the Agent or any Lender of customary advertising material relating to the transactions contemplated hereby using the name, product photographs, logo or trademark of the Borrowers.",
"output": "customary advertising material"
}
] | false |
3984
|
what kind of clause is following
|
[
{
"input": "The Borrower shall make mandatory principal prepayments of the Loans in the manner set forth in clause (iv) below in an amount equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Debt Issuance not otherwise permitted pursuant to Section 9.1 . Such prepayment shall be made within three (3) Business Days after the date of receipt of the Net Cash Proceeds of any such Debt Issuance.",
"output": "debt issuances"
}
] | false |
5964
|
what kind of clause is following
|
[
{
"input": "This Supplement may be executed in multiple counterparts. Each counterpart will be an original and the counterparts will together be one document.",
"output": "counterparts"
}
] | false |
7190
|
what kind of clause is following
|
[
{
"input": "Time constitutes an essential part of each and every part of this Guaranty.",
"output": "times"
}
] | false |
2851
|
what kind of clause is following
|
[
{
"input": "No amendment, modification or termination of this Agreement or waiver of any right shall be binding on any party unless it is in writing and signed by the party to be charged.",
"output": "amendments"
}
] | false |
7158
|
what kind of clause is following
|
[
{
"input": "For each calendar year of the Employment Term, Executive shall be eligible to receive an annual bonus (the “ Annual Bonus ”), in the amount (if any) determined by the Compensation Committee in accordance with the terms and eligibility requirements of the Company’s then - current Annual Incentive Plan or its successor plan, adopted by the Compensation Committee from time to time.",
"output": "annual incentive plans"
}
] | false |
170
|
what kind of clause is following
|
[
{
"input": "It is the express intention and agreement of the parties hereto that the provisions of Sections 7 , 9 , 10 , 11 , 12 , 13 , 15 , 16 , 17 , 19 , 20 , 21 , 23 , 24 and 25 hereof and this Section 14 shall survive the termination of employment of the Executive. In addition, all obligations of the Company to make payments hereunder shall survive any termination of this Agreement on the terms and conditions set forth herein.",
"output": "survival"
}
] | false |
1002
|
what kind of clause is following
|
[
{
"input": "This Agreement is subject to and shall be enforced in accordance with the laws of the State of California.",
"output": "governing laws"
}
] | false |
1376
|
what kind of clause is following
|
[
{
"input": "Any provision of this Sixth Amendment held by a court of competent jurisdiction to be invalid or unenforceable shall not impair or invalidate the remainder of this Sixth Amendment and the effect thereof shall be confined to the provision so held to be invalid or unenforceable.",
"output": "severability"
}
] | false |
4209
|
what kind of clause is following
|
[
{
"input": "No Stockholder shall have any right to obtain or seek an injunction restraining or otherwise delaying any such Registration as the result of any controversy that might arise with respect to the interpretation or implementation of this Section 2 .",
"output": "delay of registration"
}
] | false |
6859
|
what kind of clause is following
|
[
{
"input": "All of the direct and indirect subsidiaries of the Company are set forth on Schedule 2.9 . Except as set forth in the Company’s SEC Reports, the Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens. All of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.",
"output": "subsidiaries"
}
] | false |
3094
|
what kind of clause is following
|
[
{
"input": "The Participant’s interest in all of the shares of Common Stock covered by the Restricted Stock Award (if not sooner vested), shall become vested and nonforfeitable on a Change in Control if the Participant remains in continuous Service from the Date of Grant until the effective date of the Change in Control.",
"output": "change in control"
}
] | false |
4008
|
what kind of clause is following
|
[
{
"input": "The respective rights and obligations of the parties hereto shall not be assignable, without the prior written consent of the other party. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their successors and permitted assigns.",
"output": "assigns"
}
] | false |
5082
|
what kind of clause is following
|
[
{
"input": "If the Participant remains continuously employed by the Company or a Subsidiary through each Vesting Date set forth in the Notice of Grant, the Restricted Stock Units shall vest (it being understood that Units shall vest cumulatively) and the Company shall electronically register one share of Common Stock in the Participant’s name for each vested Unit.",
"output": "vesting"
}
] | false |
8089
|
what kind of clause is following
|
[
{
"input": "I hereby authorize the Company to use, reuse, and to grant others the right to use and reuse, my name, photograph, likeness (including caricature), voice, and biographical information, and any reproduction or simulation thereof, in any form of media or technology now known or hereafter developed, both during and after my employment, for any purposes related to the Company’s business, such as marketing, advertising, credits, and presentations.",
"output": "likeness"
}
] | false |
7662
|
what kind of clause is following
|
[
{
"input": "(a) This Agreement is personal to the Executive, and, without the prior written consent of the Partnership or the Employer, shall not be assignable by the Executive other than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Executive’s legal representatives.",
"output": "successors"
}
] | false |
7153
|
what kind of clause is following
|
[
{
"input": "The Seller agrees to sell to Buyer, and the Buyer agrees to purchase from Seller, food grade Purified Wet Phosphoric acid (PPA) (the “Product”) upon the terms and conditions set forth in this Contract.",
"output": "products"
}
] | false |
6313
|
what kind of clause is following
|
[
{
"input": "Borrower will not, directly or indirectly, enter into or assume any agreement (other than the Financing Documents) prohibiting the creation or assumption of any Lien upon its properties or assets, whether now owned or hereafter acquired.",
"output": "restrictive agreements"
}
] | false |
5143
|
what kind of clause is following
|
[
{
"input": "This Agreement may be executed in any number of counterparts and by facsimile transmission, each of which shall be deemed to be an original instrument, but all of which taken together shall constitute one and the same agreement. Facsimile signatures and copies of signatures delivered by email shall be deemed to be original signatures for all purposes.",
"output": "counterparts"
}
] | false |
3508
|
what kind of clause is following
|
[
{
"input": "With respect to any fiscal period of the Borrower, means “funds from operations” as defined in accordance with resolutions adopted by the board of Governors of the National Association of Real Estate Investment Trusts as in effect from time to time, but excluding therefrom non-recurring, non-cash charges.",
"output": "funds from operations"
}
] | false |
3517
|
what kind of clause is following
|
[
{
"input": "Nothing in the Plan or this Award Agreement shall confer on the Grantee any right to continue in the employ of, or other relationship with, the Company, or limit in any way the right of the Company to terminate the Grantee’s Employment or other relationship at any time, with or without cause.",
"output": "no obligation to employ"
}
] | false |
636
|
what kind of clause is following
|
[
{
"input": "Neither Parent Guarantor, nor any Issuer, nor any of their respective Affiliates (to the extent controlled by Parent Guarantor or any Issuer) shall make any offer or sale of securities of any class that is or will be integrated with the sale of the Notes by the Issuers to the Noteholders in a manner that would require registration of the Notes under the Securities Act.",
"output": "no integration"
}
] | false |
954
|
what kind of clause is following
|
[
{
"input": "This Agreement may be amended or terminated only by a writing executed by both the Company and Kriegsman.",
"output": "amendments"
}
] | false |
8416
|
what kind of clause is following
|
[
{
"input": "Sections 4 and 6 of this Agreement shall survive indefinitely.",
"output": "survival"
}
] | false |
2967
|
what kind of clause is following
|
[
{
"input": "The amounts represented by such Grantor to the Secured Parties from time to time as owing to such Grantor in respect of the Receivables will at such times be accurate (subject to offsets and refunds in the ordinary course of business).",
"output": "receivables"
}
] | false |
5843
|
what kind of clause is following
|
[
{
"input": "The Units payable to the Employee shall be converted into shares of Stock on the Payment Date and such shares shall be delivered to the Employee on the Payment Date.",
"output": "conversions"
}
] | false |
7942
|
what kind of clause is following
|
[
{
"input": "The Earnest Money Deposit shall be held in escrow by the Escrow Agent in an interest-bearing account in accordance with the provisions of Article XVII .",
"output": "escrow instructions"
}
] | false |
4509
|
what kind of clause is following
|
[
{
"input": "This Annual Incentive Plan, dated effective as of January 1, 2013, together with any subsequent amendments hereto.",
"output": "plans"
}
] | false |
613
|
what kind of clause is following
|
[
{
"input": "The Company will pay you a starting salary of $400,000 per year. In addition, we will provide you a one-time signing bonus of $175,000 payable 60 days after your start date. If you were to resign within the first year of employment, you acknowledge and agree to pay back the $175,000 signing bonus from your final check or personal check upon separation from the Company.",
"output": "cash compensation"
}
] | false |
2506
|
what kind of clause is following
|
[
{
"input": "All notices under this Agreement shall be delivered electronically to the parties at their respective e-mail addresses set forth beneath their signatures below or at such other address as may be designated in writing by either of the parties to one another. Notices shall be effective upon receipt.",
"output": "notices"
}
] | false |
7869
|
what kind of clause is following
|
[
{
"input": "Neither the Company nor any Subsidiary nor, to the Company's knowledge, any director, officer, agent, employee or affiliate of the Company or any Subsidiary is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“ OFAC ”).",
"output": "office of foreign assets control"
}
] | false |
7296
|
what kind of clause is following
|
[
{
"input": "Following any termination of employment under Section 3 or Section 4, Employee shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment or otherwise and except as expressly set forth herein no such other employment, if obtained, or compensation or benefits payable in connection therewith shall reduce any amounts or benefits to which Employee is entitled under this Agreement.",
"output": "no obligation to mitigate"
}
] | false |
392
|
what kind of clause is following
|
[
{
"input": "Such Grantor will keep separate, accurate and complete Books with respect to Collateral held by such Grantor, disclosing the Administrative Agent’s security interest hereunder.",
"output": "maintenance of records"
}
] | false |
4335
|
what kind of clause is following
|
[
{
"input": "For the avoidance of doubt, the stock option described in Section 4(c) of Prior Employment Agreement shall be exercisable as to any vested shares until the earlier to occur of (x) the date that is five (5) years following the date of termination of Executive’s employment or (y) the expiration date of such stock option.",
"output": "stock options"
}
] | false |
4023
|
what kind of clause is following
|
[
{
"input": "This Agreement represents the entire agreement of the parties on the subject matter hereof and shall supersede any and all previous contracts, arrangements or understandings between Executive and the Company regarding Executive’s termination of employment in connection with a Change in Control, including but not limited to the Prior Agreement.",
"output": "effect of other agreements"
}
] | false |
5639
|
what kind of clause is following
|
[
{
"input": "THIS SECURITY AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF NEW YORK, BUT GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.",
"output": "choice of laws"
}
] | false |
2365
|
what kind of clause is following
|
[
{
"input": "The proceeds of the Loans will be used to fund ongoing working capital, capital expenditures and other general corporate purposes including, but not limited to, (i) repaying the Existing Credit Agreement, (ii) liability management, (iii) Acquisitions permitted by this Agreement, (iv) payment of transaction fees, costs and expenses, (v) investments, (vi) satisfying lease obligations and (vii) any other purpose not prohibited by the terms of the Loan Documents.",
"output": "use of proceeds"
}
] | false |
6575
|
what kind of clause is following
|
[
{
"input": "Holder is acquiring the Exchange Notes for its own account for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the Securities Act.",
"output": "investment purposes"
}
] | false |
940
|
what kind of clause is following
|
[
{
"input": "THE CREDIT AGREEMENT (AS AMENDED BY THIS AMENDMENT) AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.",
"output": "entire agreements"
}
] | false |
6790
|
what kind of clause is following
|
[
{
"input": "The Agent shall have received evidence reasonably satisfactory to it that the Credit Parties have obtained the insurance policies required by Section 6.5 hereof and that such insurance policies are in full force and effect.",
"output": "insurances"
}
] | false |
3648
|
what kind of clause is following
|
[
{
"input": "In consideration of Executive's performance of the responsibilities and duties set forth in Section 1, the Bank will provide Executive the compensation specified in this Agreement. The Bank will pay Executive a salary of $162,000 for the term of this Agreement (\"Base Salary\") . Such Base Salary will be payable in accordance with the customary payroll practices of the Bank.",
"output": "base salary"
}
] | false |
6662
|
what kind of clause is following
|
[
{
"input": "This Section 2.12 shall supersede any provisions in Section 11.01 to the contrary.",
"output": "conflicting provisions"
}
] | false |
8301
|
what kind of clause is following
|
[
{
"input": "This Award Agreement is subj ect to the provisions of the Plan, as it may be amended from time to time, and shall be interpreted in accordance therewith. The Optionee hereby acknowledges receipt of a copy of the Plan.",
"output": "award agreement subject to the plan"
}
] | false |
5603
|
what kind of clause is following
|
[
{
"input": "The Company agrees to indemnify Executive to the fullest extent permitted by applicable law consistent with the Articles of Incorporation and By-Laws of the Company as in effect on the effective date of this Agreement with respect to any acts or non-acts he may have committed while he was an officer, director and/or employee (i) of the Company or any subsidiary thereof, or (ii) of any other entity if his service with such entity was at the request of the Company.",
"output": "indemnifications"
}
] | false |
488
|
what kind of clause is following
|
[
{
"input": "This Agreement shall be governed by, and construed in accordance with, the laws of the Commonwealth of Pennsylvania, without regard to its conflicts of laws provisions.",
"output": "governing laws"
}
] | false |
3617
|
what kind of clause is following
|
[
{
"input": "All communications and notices hereunder shall (except as otherwise expressly permitted herein) be in writing and given as provided in Section 10.02 of the Credit Agreement. All communications and notices hereunder to a Guarantor shall be given in care of the U.S. Borrower.",
"output": "notices"
}
] | false |
4105
|
what kind of clause is following
|
[
{
"input": "These Terms and Conditions, the Notice, the terms of the Plan and any applicable, superseding terms of the Grantee’s employment agreement constitute the entire agreement between the parties, and supersede all prior agreements and understandings, relating to the subject matter hereof.",
"output": "entire agreements"
}
] | false |
6689
|
what kind of clause is following
|
[
{
"input": "No right granted to the parties under this Agreement on default or breach is intended to be in full or complete satisfaction of any damages arising out of such default or breach, and each and every right under this Agreement, or under any other document or instrument delivered hereunder, or allowed by law or equity, shall be cumulative and may be exercised from time to time.",
"output": "rights cumulative"
}
] | false |
6753
|
what kind of clause is following
|
[
{
"input": "(y) Except as otherwise permitted in the Loan Documents, such Grantor shall maintain the security interest created by this Agreement as a perfected security interest having at least the priority described in Section 4.2 and shall use commercially reasonable efforts defend such security interest against the material claims and demands of all Persons whomsoever, subject to the rights of such Grantor under the Loan Documents to Dispose of the Collateral.",
"output": "maintenance of perfected security interests"
}
] | false |
5813
|
what kind of clause is following
|
[
{
"input": "The headings in this Agreement are provided for convenience only and will not affect its construction or interpretation.",
"output": "construction"
}
] | false |
7534
|
what kind of clause is following
|
[
{
"input": "Except as provided by the Act and this Agreement, arbitration will be the sole, exclusive, and final remedy for any dispute between Executive and the Company. Accordingly, except as provided for by the Act and this Agreement, neither Executive nor the Company will be permitted to pursue court action regarding claims that are subject to arbitration.",
"output": "remedy"
}
] | false |
8082
|
what kind of clause is following
|
[
{
"input": "Any provision of this Amendment held by a court of competent jurisdiction to be invalid or unenforceable shall not impair or invalidate the remainder of this Amendment and the effect thereof shall be confined to the provision so held to be invalid or unenforceable in such jurisdiction.",
"output": "severability"
}
] | false |
8245
|
what kind of clause is following
|
[
{
"input": "It and each of its Subsidiaries is the sole legal and beneficial owner of the assets which are material in the context of its business and which are required by it in order to carry on its business as it is being conducted.",
"output": "legal"
}
] | false |
5257
|
what kind of clause is following
|
[
{
"input": "The Grantor acknowledges and agrees that the provisions of Section 10.08 of the Credit Agreement are hereby incorporated herein by this reference and shall be applicable to the Grantor as if set forth herein in full.",
"output": "set-offs"
}
] | false |
4032
|
what kind of clause is following
|
[
{
"input": "Participant is hereby granted a Restricted Stock Award for the number of shares of Common Stock (the “Shares”) as listed on Exhibit A , Notice of Restricted Stock Award.",
"output": "grant of restricted stock awards"
}
] | false |
4200
|
what kind of clause is following
|
[
{
"input": "All representations, warranties and covenants contained in this Agreement shall survive indefinitely.",
"output": "survival"
}
] | false |
5749
|
what kind of clause is following
|
[
{
"input": "Fund any earn-out payable in respect of the MC Assembly Acquisition with the proceeds of any Indebtedness other than the Term Loan B.",
"output": "earn-outs"
}
] | false |
8052
|
what kind of clause is following
|
[
{
"input": "During the term of this Agreement and for a period of twelve (12) months immediately following the termination of this Agreement, Executive shall not, either directly or indirectly, on his own behalf or in the service or on behalf of others, solicit or recruit (or attempt to solicit or recruit) any person employed by Company to or for any business, organization, program, or activity that competes with any program, activity or operation of Company.",
"output": "agreement not to solicit employees"
}
] | false |
399
|
what kind of clause is following
|
[
{
"input": "The Borrower shall have paid to the Administrative Agent (a) an extension fee of $375,000 for the benefit of the Lenders based on each Lender’s respective pro rata share of the Revolving Credit Commitments and (b) all other fees and expenses required to be paid by the Borrower under Section 12.03 of the Credit Agreement (other than fees of counsel to the Administrative Agent).",
"output": "expenses"
}
] | false |
2958
|
what kind of clause is following
|
[
{
"input": "This Agreement, together with any agreements, documents and instruments executed and delivered pursuant hereto or in connection herewith, or incorporated herein by reference, contain the entire agreement of the parties hereto and no party shall be bound by anything not expressed in writing.",
"output": "entire agreements"
}
] | false |
6027
|
what kind of clause is following
|
[
{
"input": "The Incremental Facilities shall rank pari passu in right of payment with the Advances.",
"output": "ranking"
}
] | false |
7614
|
what kind of clause is following
|
[
{
"input": "Executive acknowledges that the Restrictive Covenants (as defined in the Employment Agreement) survive the termination of Executive’s employment. Executive affirms that the Restrictive Covenants are reasonable and necessary to protect the legitimate interests of the Company, that Executive received adequate consideration in exchange for agreeing to those restrictions, and that Executive will abide by those restrictions.",
"output": "confidentiality obligations"
}
] | false |
1665
|
what kind of clause is following
|
[
{
"input": "Axiom has complied with all United States federal, state or local or any applicable foreign statute, law, rule, regulation, ordinance, code, order, judgment, decree or any other applicable requirement or rule of law (a “Law”) applicable to Axiom and the operation of its business. This compliance includes, but is not limited to, the filing of all reports to date with federal and state securities authorities.",
"output": "regulations"
}
] | false |
8161
|
what kind of clause is following
|
[
{
"input": "Payment shall be made during the 90 day period commencing six months after the Participant’s Separation from Service with the Affiliated Group as defined in Treasury Regulation § 1.409A-1(h). If Separation from Service occurs as a result of death, payment shall be made within 90 days following the Participant’s death.",
"output": "separation from service"
}
] | false |
6186
|
what kind of clause is following
|
[
{
"input": "Neither Party will issue a press release or any other public announcement regarding this Agreement or the settlement of the Litigation unless the other Party provides prior consent in writing. Notwithstanding the foregoing and Section 6.2 above, upon inquiry either Party may state that Enzo and Illumina have entered into a settlement agreement.",
"output": "publicity"
}
] | false |
6565
|
what kind of clause is following
|
[
{
"input": "The Parties stipulate that this Agreement has been entered into in the State of New York. This Agreement shall be construed and interpreted and the rights of the Parties governed by the internal laws of the State of New York, without regard to any conflict of law or choice of law principles that would apply the substantive law of another jurisdiction.",
"output": "governing laws"
}
] | false |
5123
|
what kind of clause is following
|
[
{
"input": "To Seller’s Knowledge, Seller is in compliance with all applicable laws with respect to Seller’s ownership and operation of the Assets. This Section 3.10 in no way applies to environmental matters, which is covered by Section 3.11.",
"output": "compliance with laws"
}
] | false |
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