id
stringlengths 1
4
| instruction
stringclasses 1
value | instances
list | is_classification
bool 1
class |
|---|---|---|---|
2732
|
what kind of clause is following
|
[
{
"input": "The Borrower shall not elect to adjust the cash distribution sharing ratios pursuant to Section 4.01(e)(iii) of the [***] LLC Agreement to the extent such adjustment would reduce the cash distributed to the Class B Member (as defined in the [***] LLC Agreement) without the prior written consent of the Required Lenders.",
"output": "llc agreements"
}
] | false |
1805
|
what kind of clause is following
|
[
{
"input": "An Eligible Employee shall not disparage the Company, its Affiliates, or their employees, products, or services in any form or fashion while employed and following the Eligible Employee’s termination of employment.",
"output": "nondisparagement"
}
] | false |
8018
|
what kind of clause is following
|
[
{
"input": "In no event shall Lender be liable to Borrower for consequential damages, whatever the nature of a breach by Lender of its obligations under this Agreement, or any of the Loan Documents, and Borrower for itself and all Affiliated Parties hereby waives all claims for consequential damages.",
"output": "waiver of consequential damages"
}
] | false |
4186
|
what kind of clause is following
|
[
{
"input": "The compensation of the officers of the Corporation shall be fixed from time to time by the Board. None of such officers shall be prevented from receiving such compensation by reason of the fact that he is also a director of the Corporation. Nothing contained herein shall preclude any officer from serving the Corporation, or any subsidiary corporation, in any other capacity and receiving proper compensation therefor.",
"output": "compensation"
}
] | false |
1383
|
what kind of clause is following
|
[
{
"input": "The Recitals set forth above are incorporated into this Agreement, as if fully set forth herein.",
"output": "recitals"
}
] | false |
4978
|
what kind of clause is following
|
[
{
"input": "In reliance on the representations, warranties, covenants and agreements contained in this Eleventh Amendment, and subject to the conditions precedent contained in Section 5 hereof, the Credit Agreement shall be amended effective as of the date hereof in the manner provided in this Section 2 .",
"output": "amendments to credit agreement"
}
] | false |
2218
|
what kind of clause is following
|
[
{
"input": "Singular and Plural . When the context requires, singular nouns and pronouns include the plural. All references to “Debtor” include each Debtor and any combination of Debtors (if more than one). Debtor agrees this security agreement was the result of a negotiated agreement with Secured Party and the rule of construction that states ambiguities in a document are construed against the party who drafted it does not apply in interpreting this instrument.",
"output": "legal construction"
}
] | false |
7186
|
what kind of clause is following
|
[
{
"input": "Each Party acknowledges and agrees that the other Parties hereby reserve all rights, powers and remedies under the Existing Swap Agreements and applicable law in connection with any violation or noncompliance by any Memorial Party with the terms of the Existing Swap Agreements, except for the rights, powers and remedies which the Continuing Hedging Lenders have agreed to forbear from exercising during the Forbearance Period.",
"output": "reservation of rights"
}
] | false |
4576
|
what kind of clause is following
|
[
{
"input": "Each Restricted Stock Award shall be evidenced by an Award Agreement that contains any vesting, transferability restrictions and other provisions not inconsistent with the Plan as the Committee may specify.",
"output": "restricted stock award agreements"
}
] | false |
6284
|
what kind of clause is following
|
[
{
"input": "The general rule that ambiguities are to be construed against the drafter shall not apply to this Agreement. In the event that any language of this Agreement is found to be ambiguous, all parties shall have the opportunity to present evidence as to the actual intent of the parties with respect to any such ambiguous language.",
"output": "ambiguities"
}
] | false |
8246
|
what kind of clause is following
|
[
{
"input": "Any Voluntarily Deferred Fees designated as Interest Rate Deferrals shall be credited to a Director's account as of the day it would otherwise have been paid in cash and shall thereafter accrue interest at a rate to be designated from time to time by the Board, with such interest to be compounded monthly.",
"output": "accounts"
}
] | false |
6948
|
what kind of clause is following
|
[
{
"input": "The Company acknowledges and agrees that the Consultant shall not be required to devote his full time and business efforts to the duties of the Consultant specified in this Agreement, but instead shall devote only so much of such time and efforts as are reasonably requested by the Board commensurate with the mutually agreed upon scope of Services as set forth in this Agreement.",
"output": "other interests"
}
] | false |
677
|
what kind of clause is following
|
[
{
"input": "As of any date, the sum of the then current Revolving Credit Commitments of the Banks. As of the Closing Date, the Total Revolving Credit Commitment is $1,500,000,000.",
"output": "total revolving credit commitment"
}
] | false |
4349
|
what kind of clause is following
|
[
{
"input": "You confirm that you have fully disclosed to the Company and its affiliates, to the best of your knowledge, any circumstances under which you, your immediate family and other persons who reside in your household have or may have a conflict of interest with the Company. You further agree to fully disclose to the Company any such circumstances that might arise during your employment upon your becoming aware of such circumstances.",
"output": "no conflict of interest"
}
] | false |
1254
|
what kind of clause is following
|
[
{
"input": "The rules of interpretation set forth in Section 1.02 of the Credit Agreement shall apply to this Amendment. Solely for purposes of convenience, an amendment to an existing provision of the Credit Agreement is shown in this Amendment with the text that is deleted from the provision (indicated textually in the same manner as the following example: deleted text ) and the text that is added to the provision (indicated textually in the same manner as the following example: double-underlined text ).",
"output": "rules of interpretation"
}
] | false |
2150
|
what kind of clause is following
|
[
{
"input": "U pon payment in full and performance of all of the Secured Obligations, and otherwise in accordance with the terms, conditions and provisions set forth in Section 9.20 of the Credit Agreement, Beneficiary shall deliver to Grantor a written release or satisfaction of this Deed of Trust (without recourse and without representation and warranty). Grantor shall pay Beneficiary ’s reasonable costs incurred in connection with same .",
"output": "releases"
}
] | false |
414
|
what kind of clause is following
|
[
{
"input": "Maintain with financially sound and reputable insurance companies insurance on its property in at least such amounts and against at least such risks as are usually insured against in the same general area by companies engaged in the same or a similar business.",
"output": "maintenance of insurance"
}
] | false |
7949
|
what kind of clause is following
|
[
{
"input": "On the Closing Date, the Administrative Agent shall have received all fees and expenses due and payable by the Company and Holdings that have been invoiced to the Company or Holdings, as applicable, not less than one Business Day prior to the Closing Date.",
"output": "payment of fees"
}
] | false |
5370
|
what kind of clause is following
|
[
{
"input": "Any investments by the Company or the Operating Partnership in unimproved and improved Real Property (including, without limitation, fee or leasehold interests, options and leases) either directly or through a Joint Venture .",
"output": "real estate assets"
}
] | false |
6469
|
what kind of clause is following
|
[
{
"input": "The Borrower will pay the Notes according to the reading, tenor and effect thereof, and the Borrower and the Parent MLP will and will cause each Restricted Subsidiary to do and perform every act and discharge all of the obligations to be performed and discharged by them under the Loan Documents and this Agreement, at the time or times and in the manner specified.",
"output": "performance of obligations"
}
] | false |
2532
|
what kind of clause is following
|
[
{
"input": "An Officer’s Compliance Certificate from the Borrower demonstrating that the Borrower is in compliance on a pro forma basis with the Financial Covenants both before and after giving effect to (1) the Incremental Loan Commitments set forth herein, (2) the making of any Incremental Loan pursuant thereto and (3) any Permitted Acquisition consummated in connection therewith (if any).",
"output": "officer’s compliance certificates"
}
] | false |
2795
|
what kind of clause is following
|
[
{
"input": "The undersigned will, as of the date first-above written, be bound as a Grantor by all of the terms and provisions of the Security Agreement. As of the date first-above written, that each reference in the Security Agreement to a “Grantor” shall also mean and be a reference to the undersigned.",
"output": "obligations under the security agreement"
}
] | false |
5457
|
what kind of clause is following
|
[
{
"input": "All obligations of the Company under the Plan with respect to Awards granted hereunder shall be binding on any successor to the Company.",
"output": "successors"
}
] | false |
6346
|
what kind of clause is following
|
[
{
"input": "The Administrative Agent shall have received evidence that the reasonable and documented fees and expenses of Winston & Strawn LLP, counsel to the Administrative Agent, in each case in connection with the transactions contemplated hereby (to the extent invoiced prior to the First Amendment Effective Date), shall have been paid by the Borrower.",
"output": "expenses"
}
] | false |
5570
|
what kind of clause is following
|
[
{
"input": "This Option will in any event expire on the expiration date set forth in the Notice, which date is 10 years after the Date of Grant (five years after the Date of Grant if this option is designated as an ISO in the Notice of Stock Option Grant and Section 5.3 of the Plan applies).",
"output": "term of options"
}
] | false |
3326
|
what kind of clause is following
|
[
{
"input": "This Agreement may be executed in any number of counterparts with the same effect as if the Parties hereto had signed the same document. All counterparts will be construed together and shall constitute one agreement. Signatures transmitted by facsimile or by e-mail in .pdf format, shall have the same effect as original signatures.",
"output": "execution"
}
] | false |
5981
|
what kind of clause is following
|
[
{
"input": "On or prior to the Closing, the Company shall, at its expense, cause the Exchange Shares to be listed on the NASDAQ, subject to official notice of issuance, and shall maintain such listing for so long as any Voting Common Stock is listed on such exchange.",
"output": "exchange listing"
}
] | false |
6646
|
what kind of clause is following
|
[
{
"input": "If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall not be a Business Day , then , such action may be taken or such right may be exercised on the next succeeding Business Day .",
"output": "saturdays"
}
] | false |
3044
|
what kind of clause is following
|
[
{
"input": "The Borrower and its Subsidiaries are in compliance with the PATRIOT Act in all material respects.",
"output": "patriot act"
}
] | false |
371
|
what kind of clause is following
|
[
{
"input": "The headings of the Sections of this Agreement are provided for convenience only. They do not alter or limit, in any way, the text of any Section of this Agreement.",
"output": "headings"
}
] | false |
8375
|
what kind of clause is following
|
[
{
"input": "ALEXION shall pay to DICERNA, within [***] Business Days of the Effective Date, a one-time, non-refundable, non-reimbursable and non-creditable upfront payment of Twenty-Two Million Dollars ($22,000,000).",
"output": "upfront payments"
}
] | false |
2649
|
what kind of clause is following
|
[
{
"input": "The provisions of this Agreement shall be construed in accordance with the laws of the State of Iowa, without reference to principles of conflicts of laws.",
"output": "governing laws"
}
] | false |
302
|
what kind of clause is following
|
[
{
"input": "Capitalized terms used but not otherwise defined herein shall have the meanings given such terms in Annex I hereto, and the rules of interpretation set forth in Annex I hereto shall apply to this Agreement.",
"output": "defined terms"
}
] | false |
8264
|
what kind of clause is following
|
[
{
"input": "Executive shall not have any duty to mitigate the amounts payable under this Agreement by seeking new employment or self-employment following termination .",
"output": "no mitigation"
}
] | false |
1083
|
what kind of clause is following
|
[
{
"input": "The Buyer has taken no action that would give rise to any claim by any person for brokerage commissions, finders’ fees or the like relating to this Agreement or the Transaction Documents or the transactions contemplated hereby or thereby.",
"output": "fees"
}
] | false |
7440
|
what kind of clause is following
|
[
{
"input": "In the event of termination of an Optionee’s Continuous Service Status as a result of his or her Disability, such Optionee may exercise any outstanding Option at any time within 12 months following such termination to the extent the Optionee is vested in the Optioned Stock.",
"output": "disability of optionee"
}
] | false |
1422
|
what kind of clause is following
|
[
{
"input": "Each Credit Party shall maintain its primary deposit accounts and operating accounts at Agent in accordance with the standard account documents of Agent such that at least 80% of the aggregate amount of cash of such Persons are in deposit accounts at Agent.",
"output": "bank accounts"
}
] | false |
2079
|
what kind of clause is following
|
[
{
"input": "The Bank agrees to pay the Employee during the term of this Agreement a salary at the rate of $175,000 gross per annum, payable not less frequently than monthly. The Board shall review, not less often than annually, the rate of the Employee’s salary and, in its sole discretion, may decide to increase his salary.",
"output": "base compensation"
}
] | false |
5619
|
what kind of clause is following
|
[
{
"input": "Nothing in the Plan or any instrument executed or Award granted pursuant thereto shall confer upon any Participant any right to continue to serve the Company or an Affiliate in the capacity in effect at the time the Award was granted or shall affect the right of the Company or an Affiliate to terminate the employment or service of an Employee or Director with or without Cause.",
"output": "no employment or other service rights"
}
] | false |
8208
|
what kind of clause is following
|
[
{
"input": "A certificate of any Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.",
"output": "certificates for reimbursement"
}
] | false |
6718
|
what kind of clause is following
|
[
{
"input": "(a) Use the proceeds of (i) the Term Borrowings made on the Closing Date, to finance the Transactions and pay the Transactions Costs and (ii) to the extent incurred pursuant to Section 2.01(b) , any Initial Revolving Credit Loans funded on the Closing Date to fund any additional OID or upfront fees required to be paid by the Borrower on the Closing Date and (b) use the proceeds of all other Borrowings after the Closing Date, for any purpose not prohibited hereunder.",
"output": "use of proceeds"
}
] | false |
8129
|
what kind of clause is following
|
[
{
"input": "Tenant shall not declare, order, pay or make, directly or indirectly, any Distributions except as permitted under the Real Property Lease.",
"output": "distributions"
}
] | false |
3669
|
what kind of clause is following
|
[
{
"input": "Except as expressly modified herby, the Receivables Purchase Agreement is hereby ratified and remains unaltered and in full force and effect.",
"output": "reaffirmations"
}
] | false |
3479
|
what kind of clause is following
|
[
{
"input": "There are no civil, criminal or administrative actions, suits, claims, hearings, investigations, arbitrations, or proceedings pending or threatened against the Seller (or any of its affiliates) preventing, or which, if determined adversely to the Seller (or any such affiliate) would prevent the Seller (or any such affiliate) from consummating the transactions contemplated by this Agreement.",
"output": "litigations"
}
] | false |
4784
|
what kind of clause is following
|
[
{
"input": "As soon as available, but in any event within 60 days after the end of each fiscal year of the Borrower, copies of the asset review for each Real Property owned by the Borrower, Subsidiaries of the Borrower and any DownREIT Partnership in the form of Exhibit K ; each delivery to the Administrative Agent of such asset review shall be deemed to be a representation of the Borrower that the matters set forth therein are true in all material respects.",
"output": "rent rolls"
}
] | false |
379
|
what kind of clause is following
|
[
{
"input": "The Borrower shall not, nor shall it permit any Subsidiary to make any Restricted Payments if at the time of the making of such Restricted Payments a Default exists or a Default would result from the making of such Restricted Payment.",
"output": "restricted payments"
}
] | false |
7072
|
what kind of clause is following
|
[
{
"input": "If one or more parties shall commence an action, suit or proceeding to enforce any provision of this Agreement, the prevailing party or parties in such action, suit or proceeding shall be reimbursed by the other party or parties to such action, suit or proceeding for the reasonable attorneys’ fees and other costs and expenses incurred by the prevailing party or parties with the investigation, preparation and prosecution of such action, suit or proceeding.",
"output": "attorney’s fees"
}
] | false |
7918
|
what kind of clause is following
|
[
{
"input": "This Second Amendment is a “Loan Document” as defined and described in the Credit Agreement and all of the terms and provisions of the Amended Credit Agreement relating to Loan Documents shall apply hereto.",
"output": "loan documents"
}
] | false |
8399
|
what kind of clause is following
|
[
{
"input": "The Company shall have performed and complied in all material respects with the covenants and agreements required to be performed or complied with by it hereunder on or prior to the Signing Date or the Closing Date, as applicable.",
"output": "covenants"
}
] | false |
6372
|
what kind of clause is following
|
[
{
"input": "(a) Permit any Equity Interests that are owned by Blackstone Group, either directly or through its direct or indirect subsidiaries, in a Core Business Entity, to be owned by any Person other than the Guarantors and the Subsidiaries (unless such Core Business Entity is itself a Loan Party), it being understood that the foregoing will not prohibit Blackstone Group’s indirect ownership of such Equity Interests through its direct or indirect ownership of Equity Interests in the Loan Parties.",
"output": "borrowers"
}
] | false |
5727
|
what kind of clause is following
|
[
{
"input": "Employee hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of Employee’s personal data as described in this Agreement and any other Performance Stock Unit grant materials by and among, as applicable, Employee’s employer, the Company, and its Subsidiaries for the exclusive purpose of implementing, administering and managing Employee’s participation in the Plan.",
"output": "data privacy notice"
}
] | false |
2292
|
what kind of clause is following
|
[
{
"input": "To the extent this Agreement is in conflict, contravenes or violates any provision of the By-Laws, the Company and the Shareholders shall, to the extent possible, use their reasonable best efforts to cause the By-laws to be amended to reflect the terms of this Agreement.",
"output": "by-laws"
}
] | false |
592
|
what kind of clause is following
|
[
{
"input": "The option shall not be exercisable if such exercise would involve a violation of any law.",
"output": "compliance with laws"
}
] | false |
6213
|
what kind of clause is following
|
[
{
"input": "The Participant may from time to time name any beneficiary or beneficiaries (who may be named contingently or successively) by whom any right under the Plan and this Agreement is to be exercised in case of his or her death. Each designation will revoke all prior designations by the Participant, shall be in a form reasonably prescribed by the Committee, and will be effective only when filed by the Participant in writing with the Committee during his or her lifetime.",
"output": "beneficiary designations"
}
] | false |
1080
|
what kind of clause is following
|
[
{
"input": "Only the CEO and such other executive officers of the Company, if any, as shall be designated by the Committee are eligible to participate in the Executive Officer Incentive Plan. The Executive Officer Incentive Plan is designed with the intent that Incentive Awards earned hereunder are eligible to be fully deductible by the Company in accordance with the deduction limits of Section 162(m) of the Code.",
"output": "eligibility"
}
] | false |
4664
|
what kind of clause is following
|
[
{
"input": "The Borrower represents and warrants to the Administrative Agent and each Lender that neither of La Sonrisa De Siena, L.L.C., an Arizona limited liability company, and Tierra Vista Inversiones, LLC, a Delaware limited liability company. is a Material Domestic Subsidiary as of the date hereof.",
"output": "representations"
}
] | false |
6309
|
what kind of clause is following
|
[
{
"input": "As soon as practicable after any payment of Indemnified Taxes by any Credit Party to a Governmental Authority, such Credit Party shall deliver to the Lender the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Lender.",
"output": "evidence of payments"
}
] | false |
2833
|
what kind of clause is following
|
[
{
"input": "The entity or individual designated from time to time by the Administrator to serve as trustee of the Trust in accordance with the terms of the Plan and the Trust.",
"output": "trustees"
}
] | false |
747
|
what kind of clause is following
|
[
{
"input": "Each Responsible Officer identified on the attached incumbency certificate is authorized to execute this Amendment and any other Loan Document, certificate and other document being delivered in connection herewith or therewith.",
"output": "incumbency"
}
] | false |
7830
|
what kind of clause is following
|
[
{
"input": "The titles of paragraphs in this Agreement are for convenience only, are not definitive, and shall not be considered or referred to in resolving questions of interpretation or construction.",
"output": "headings"
}
] | false |
7328
|
what kind of clause is following
|
[
{
"input": "Indemnitee agrees promptly to notify the Company in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter that may be subject to indemnification or advancement of Expenses covered hereunder.",
"output": "notice of proceedings"
}
] | false |
4977
|
what kind of clause is following
|
[
{
"input": "After Executive’s termination of employment, he agrees to cooperate with the Company on the terms and conditions as set out in the CiC Agreement.",
"output": "cooperation"
}
] | false |
6585
|
what kind of clause is following
|
[
{
"input": "No person shall, by virtue of the granting of the RSUs to the Participant, be deemed to be a holder of any Shares underlying the RSUs or be entitled to the rights or privileges of a holder of such Shares unless and until the RSUs have vested with respect to such Shares and the Shares have been issued pursuant to the vesting of the RSUs.",
"output": "rights of participants"
}
] | false |
5148
|
what kind of clause is following
|
[
{
"input": "Letter of Credit ” - any standby or documentary letter of credit issued by Issuing Bank for the account of a Borrower, or any indemnity, guarantee, exposure transmittal memorandum or similar form of credit support issued by Agent or Issuing Bank for the benefit of a Borrower.",
"output": "letter of credit"
}
] | false |
5587
|
what kind of clause is following
|
[
{
"input": "After giving effect to the reallocation described in Section 4.15(c) , promptly on demand by any Swingline Lender or the Administrative Agent from time to time, the Borrower shall prepay Swingline Loans in an amount of all Fronting Exposure with respect to such Swingline Lender.",
"output": "prepayment of swingline loans"
}
] | false |
1277
|
what kind of clause is following
|
[
{
"input": "Each Loan Party and each of its Subsidiaries is in compliance with (a) all Requirements of Law and all judgments, decrees and orders of any Governmental Authority applicable to it, and (b) all Material Agreements, in each case of (a) and (b), except where non-compliance, either individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.",
"output": "agreements"
}
] | false |
1218
|
what kind of clause is following
|
[
{
"input": "The Buyer makes the representations and warranties in Section 7.2(a), (c), (d), (e) and (f) to the Lessees as of the Lease Closing Date and as of each Upgrade Date and makes the agreements in Section 7.2(b) and (f) from the Lease Closing Date to the Final Settlement Date.",
"output": "representations"
}
] | false |
3782
|
what kind of clause is following
|
[
{
"input": "This Amendment shall be governed by and construed in accordance with the law of the State of New York, without regard to the conflicts oflaw rules of such state.",
"output": "governing laws"
}
] | false |
5730
|
what kind of clause is following
|
[
{
"input": "Guarantor intentionally and unconditionally enters into the covenants and agreements as set forth above and understands that, in reliance upon and in consideration of such covenants and agreements, specific monetary and other obligations have been, are being and shall be entered into which would not be made or entered into but for such reliance.",
"output": "reliance"
}
] | false |
958
|
what kind of clause is following
|
[
{
"input": "Executive will be entitled to accrue vacation time, in an amount and subject to accrual limits, in accordance with the Company’s policies and practices for employees of the Company. Executive shall schedule and take vacation at the mutual convenience of the Executive and the Company.",
"output": "vacations"
}
] | false |
274
|
what kind of clause is following
|
[
{
"input": "This Amendment may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same agreement. It is agreed by the Parties that facsimile signature pages signed by the Parties shall be binding to the same extent as original signature pages.",
"output": "counterparts"
}
] | false |
591
|
what kind of clause is following
|
[
{
"input": "THIS AGREEMENT HAS BEEN DELIVERED AND ACCEPTED AT AND SHALL BE DEEMED TO HAVE BEEN MADE AT NEW YORK, NEW YORK. THIS AGREEMENT SHALL BE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (BUT OTHERWISE WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS) OF THE STATE OF NEW YORK.",
"output": "governing laws"
}
] | false |
3378
|
what kind of clause is following
|
[
{
"input": "Each Guarantor agrees that from time to time, at the expense of such Guarantor, it shall promptly execute and deliver all further instruments and documents and take all further action that may be necessary or desirable, or that the Agent may reasonably request, in order to ensure that the Guaranteed Parties receive the intended benefits hereof or to enable the Agent to exercise and enforce its rights and remedies hereunder.",
"output": "further assurances"
}
] | false |
733
|
what kind of clause is following
|
[
{
"input": "The term of each Award shall be determined by the Administrator and stated in the Award Agreement. In the case of an Option, the term shall be ten years from the Grant Date or such shorter term as may be provided in the Award Agreement.",
"output": "term of awards"
}
] | false |
1502
|
what kind of clause is following
|
[
{
"input": "Pursuant to Company policy, and to the extent not set forth in the Compensation Schedule, the Company shall reimburse the Employee for all authorized travel and other reasonable expenses incurred by him in furtherance of the Company’s business upon the Employee’s presentation of an itemized account of expenditures.",
"output": "expenses"
}
] | false |
8643
|
what kind of clause is following
|
[
{
"input": "Until the one year anniversary of the Closing Date, other than if in connection with maintaining the listing of the Common Stock on the Trading Market, the Company shall not undertake a reverse or forward stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest of the Underlying Shares.",
"output": "capital changes"
}
] | false |
6548
|
what kind of clause is following
|
[
{
"input": "Cyclerion shall be solely responsible for the issuance of Cyclerion Common Stock in respect of the grant, exercise and/or vesting of Cyclerion Options and Cyclerion RSUs (regardless of the holder thereof). Ironwood shall be solely responsible for the issuance of Ironwood Common Stock in respect of the grant, exercise, and/or vesting of Ironwood Options, Ironwood Restricted Stock and Ironwood RSUs (regardless of the holder thereof).",
"output": "delivery"
}
] | false |
5045
|
what kind of clause is following
|
[
{
"input": "If for any reason the Total Revolving Outstandings at any time exceed the Revolving Facility at such time, the Borrowers shall immediately prepay Revolving Loans, Swingline Loans and L/C Borrowings (together with all accrued but unpaid interest thereon) and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess.",
"output": "revolving outstandings"
}
] | false |
4330
|
what kind of clause is following
|
[
{
"input": "The provisions of this Agreement are severable and if any one or more provisions may be determined to be illegal or otherwise unenforceable in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.",
"output": "severability"
}
] | false |
8239
|
what kind of clause is following
|
[
{
"input": "The Committee shall from time to time, in its sole and complete discretion and subject to the provisions of the Plan, designate those Eligible Persons to whom Awards shall be granted and shall determine the nature and amount of each Award.",
"output": "participation in the plan"
}
] | false |
873
|
what kind of clause is following
|
[
{
"input": "SINHA agrees that he will not do or say anything that disparages ALEXION, reflects negatively on ALEXION, or encourages any adverse action against ALEXION, except as required by law.",
"output": "non-disparagement"
}
] | false |
6365
|
what kind of clause is following
|
[
{
"input": "On or prior to thirty (30) calendar days after the First Closing, the Company agrees to deliver, or cause to be delivered, to each Buyer and K&L Gates, LLP a complete closing set of the executed Transaction Documents, Securities and any other documents required to be delivered to any party pursuant to Section 7 hereof or otherwise.",
"output": "closing documents"
}
] | false |
7720
|
what kind of clause is following
|
[
{
"input": "This Letter of Intent will be governed by and construed in accordance with the laws of the State of California without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of California.",
"output": "governing laws"
}
] | false |
6821
|
what kind of clause is following
|
[
{
"input": "Notwithstanding Section 2 above, pursuant to Section 13.2(d) of the Plan, the RSUs shall become fully vested in the event of a Change in Control.",
"output": "acceleration of vesting"
}
] | false |
6218
|
what kind of clause is following
|
[
{
"input": "(a) Not enter into any merger, consolidation or amalgamation (other than any merger that (i) could not reasonably be expected to have a Material Adverse Effect, (ii) would not result in a Change of Control and (iii) would result in Guarantor being the surviving Person), or (b) liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), or dispose of all or substantially all of its Property or business.",
"output": "fundamental changes"
}
] | false |
3889
|
what kind of clause is following
|
[
{
"input": "During the Standstill Period, the Stockholder shall appear in person or by proxy at each Stockholder Meeting and vote all shares of Common Stock beneficially owned by the Stockholder, or which the Stockholder has the right or ability to vote, cause to be voted, control, or direct, at such Stockholder Meeting in accordance with the Board’s recommendations with respect to each election of directors and any removal of directors.",
"output": "voting"
}
] | false |
7312
|
what kind of clause is following
|
[
{
"input": "The Plan and the Award Agreement are incorporated herein by reference and together with this Exercise Notice constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and the Participant with respect to the subject matter hereof, and may not be modified adversely to the Participant’s rights except by means of a writing signed by the Company and the Participant.",
"output": "entire agreements"
}
] | false |
24
|
what kind of clause is following
|
[
{
"input": "Suffer or permit any material change to be made to Borrower’s ownership or management structure or the character of its business as carried on as of the Closing Date without the prior written consent of Lender. Notwithstanding the foregoing, Borrower intends to merge both Guarantor entities into Borrower, and nothing in this Agreement shall be deemed to prevent such merger or to constitute a default or Event of Default in the event such mergers occur.",
"output": "structure"
}
] | false |
4001
|
what kind of clause is following
|
[
{
"input": "A rate per annum (computed on the basis of a year of 360 days and actual days elapsed) equal to the LIBOR Rate as determined for each applicable Interest Period plus the Applicable Margin.",
"output": "revolving credit libor rate option"
}
] | false |
3312
|
what kind of clause is following
|
[
{
"input": "During each fiscal year, within 30 days of receipt, a statement of the Unfunded Liabilities of each Plan, certified as correct by an actuary enrolled under ERISA.",
"output": "erisa matters"
}
] | false |
5129
|
what kind of clause is following
|
[
{
"input": "The Restricted Shares shall be fully vested as of the date of grant but except as otherwise provided in Section 6, shall not be assigned, sold, transferred or otherwise be subject to alienation by the Grantee until such time as the restrictions lapse in accordance with the schedule on the signature page hereto.",
"output": "general"
}
] | false |
554
|
what kind of clause is following
|
[
{
"input": "Buyers shall have paid (or be ready, willing and able to immediately pay) to Seller, via wire transfer to the account designated by Seller in immediately available funds, the Closing Payment and Buyers shall have paid (or be ready, willing and able to immediately pay) the Buyers’ Expenses.",
"output": "payments"
}
] | false |
4896
|
what kind of clause is following
|
[
{
"input": "The powers conferred on the Lender in this Section 10 are solely to protect its interest in the Collateral and shall not impose any duty upon it to exercise any such powers. Except for the safe custody of any Collateral in its possession and the accounting for moneys actually received by it hereunder, the Lender shall have no duty as to any Collateral or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any Collateral.",
"output": "no duties"
}
] | false |
2913
|
what kind of clause is following
|
[
{
"input": "An event shall occur which under the specific terms of Paragraph 1.5 shall give the Lender the option to accelerate the maturity of the Indebtedness.",
"output": "condemnation events"
}
] | false |
3925
|
what kind of clause is following
|
[
{
"input": "If, prior to the [applicable] Scheduled Conversion Date, you engage in Competitive Activity in connection with or following your resignation of Employment, then all of your outstanding stock units will be cancelled immediately, subject to applicable law.",
"output": "competitive activity"
}
] | false |
2157
|
what kind of clause is following
|
[
{
"input": "Each entity comprising Seller is duly organized and validly existing under the laws of the state in which they are formed. The execution, delivery and performance of this Agreement on behalf of Seller has been duly authorized and no approval, consent, order or authorization by any third party is required in connection with the execution and delivery of and compliance with this Agreement by Seller. Seller is the record owner of the Subject Premises.",
"output": "good standings"
}
] | false |
8308
|
what kind of clause is following
|
[
{
"input": "The Executive shall be based and essentially render services in the New York City metropolitan area at the principal office maintained by the Company in such area. The Executive will travel as reasonably required to perform his functions hereunder.",
"output": "locations"
}
] | false |
7318
|
what kind of clause is following
|
[
{
"input": "THIS NOTE SHALL BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW).",
"output": "governing laws"
}
] | false |
6097
|
what kind of clause is following
|
[
{
"input": "The Transferors have delivered true and complete copies of certificates of Seller’s insurance maintained for the Property. The insurance policies evidenced by such certificates are currently in full force and effect and, as of the date of the “loss-runs” dated January 29, 2019 and delivered by Seller to Purchaser (the “ Loss-Runs ”), no claims have been made thereunder.",
"output": "insurances"
}
] | false |
3685
|
what kind of clause is following
|
[
{
"input": "The Purchaser is not purchasing the Securities as a result of any advertisement, article, notice or other communication regarding the Securities published in any newspaper, magazine, or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation or general advertisement.",
"output": "general solicitation"
}
] | false |
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