id
stringlengths 1
4
| instruction
stringclasses 1
value | instances
list | is_classification
bool 1
class |
|---|---|---|---|
1654
|
what kind of clause is following
|
[
{
"input": "The Holders shall have delivered to the Company the Original Securities.",
"output": "delivery"
}
] | false |
8151
|
what kind of clause is following
|
[
{
"input": "No failure on the part of the Lender to exercise, and no delay in exercising, any right hereunder or under any other Loan Document 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 |
6307
|
what kind of clause is following
|
[
{
"input": "The Company, any Subsidiary or other person paying any amount or providing any benefit pursuant to this Plan may withhold from any such amount payable or benefit provided under this Plan such Federal, state, local, foreign and other taxes as are required to be withheld pursuant to any applicable law or regulation.",
"output": "withholdings"
}
] | false |
4839
|
what kind of clause is following
|
[
{
"input": "A Participant shall not be entitled to receive any greater payment under Section 3.01 or 3.04 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, except to the extent such entitlement to receive a greater payment results from a Change in Law that occurs after the Participant acquired the applicable participation.",
"output": "limitations upon participant rights"
}
] | false |
5652
|
what kind of clause is following
|
[
{
"input": "Payable . Third, to benefits payable to a Participant or Beneficiary who at the date which is three years before termination either had begun to receive benefit payments or would have begun receiving benefit payments had the Participant elected to retire and begin receiving benefits as of that date.",
"output": "benefits"
}
] | false |
7478
|
what kind of clause is following
|
[
{
"input": "Each Participant who executes an Addendum to his or her Deferral and Acknowledgement Agreement substantially in the form of Exhibit B to this Plan shall become subject to all of the terms and conditions of Section IX notwithstanding any provision of his or her Deferral and Acknowledgement Agreement, or the other portions of this Plan, to the contrary.",
"output": "addendums"
}
] | false |
3336
|
what kind of clause is following
|
[
{
"input": "Upon the mutual agreement of Consultant and the Company’s CEO, the term of this Agreement may be extended beyond January 12, 2018. In the event Consultant continues at the CEO's request to perform Services to the Company beyond January 12, 2018, the Agreement will be extended for successive three (3) month periods. Any agreed extension will be considered part of the Term.",
"output": "extensions"
}
] | false |
5845
|
what kind of clause is following
|
[
{
"input": "This Award Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. The Grantee’s electronic signature of this Award Agreement shall have the same validity and effect as a signature affixed by the Grantee’s hand.",
"output": "electronic signatures"
}
] | false |
2054
|
what kind of clause is following
|
[
{
"input": "The Warrant Shares subject to this Warrant shall be _____ shares of Common Stock.",
"output": "number of shares"
}
] | false |
7195
|
what kind of clause is following
|
[
{
"input": "The parties hereto agree that, notwithstanding anything to the contrary set forth herein or the Credit Agreement, the Borrower shall be deemed to have delivered (and the Administrative Agent and Lenders party hereto acknowledge receipt of) any notice of prepayment required pursuant to Section 2.12 of the Restated Credit Agreement in connection with the exchange of the Existing Revolving Loans and the Existing Term Loans contemplated herein.",
"output": "notice of prepayments"
}
] | false |
329
|
what kind of clause is following
|
[
{
"input": "During any period when any Event of Default has occurred and is continuing, neither the Borrower nor MCRC will make any Distributions in excess of the Distributions required to be made by it in order to maintain MCRC’s status as a REIT.",
"output": "distributions"
}
] | false |
1127
|
what kind of clause is following
|
[
{
"input": "The Employee represents that the Employee has full power and authority to enter into this Agreement, and further represents that entering into this Agreement will not result in a conflict of interest with a party to any pending litigation relating to or against the Company, with attorneys representing a party to any pending litigation relating to or against the Company, or with any governmental or administrative agency.",
"output": "authority"
}
] | false |
3070
|
what kind of clause is following
|
[
{
"input": "Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the definition of “Required Lenders,”, “Required Term Lenders” and Section 10.01 .",
"output": "waivers"
}
] | false |
7057
|
what kind of clause is following
|
[
{
"input": "The Partnership will pay all reasonable out-of-pocket expenses incurred by the Directors in connection with their participation in meetings of the Board of Directors (and committees thereof) and attending to the business of the Partnership.",
"output": "costs"
}
] | false |
7463
|
what kind of clause is following
|
[
{
"input": "In the event of any litigation arising out of this Agreement, the prevailing party shall be entitled to reasonable costs and expenses, including without limitation, attorneys’ fees.",
"output": "attorneys’ fees"
}
] | false |
1032
|
what kind of clause is following
|
[
{
"input": "Prior to or substantially concurrently with the initial Borrowing on the Closing Date, the Required Equity Contribution Amount shall have been contributed in full to the Borrowers as cash common equity.",
"output": "equity contributions"
}
] | false |
1904
|
what kind of clause is following
|
[
{
"input": "In accordance with Section 2.2 of the Transaction Agreement dated June 1, 2015 by and among Landlord, Tenant and certain of their Affiliates, Landlord and Tenant confirm that the defined term “Base Year” set forth in Section 1.10 of the Lease means, with respect to the Property located at 160 State Highway 77, Hillsboro, Texas, the 2019 calendar year.",
"output": "base year"
}
] | false |
4976
|
what kind of clause is following
|
[
{
"input": "Since December 31, 2017, there has been no event, change, circumstance or occurrence that could reasonably be expected to have a Material Adverse Effect. On a consolidated basis, the Parent and its Subsidiaries are Solvent.",
"output": "no material adverse changes"
}
] | false |
4031
|
what kind of clause is following
|
[
{
"input": "Tax matters are as provided in Schedule III hereto which is incorporated herein by reference.",
"output": "taxes"
}
] | false |
5823
|
what kind of clause is following
|
[
{
"input": "The Borrower is organized, validly existing and in good standing under the laws of the jurisdiction of its organization.",
"output": "existence"
}
] | false |
1926
|
what kind of clause is following
|
[
{
"input": "Borrower shall furnish to Lender within ninety (90) days following the end of each Fiscal Year, a certified true, complete, correct and accurate copy of the financial and operating statements Borrower, the Property and Guarantor for such period, including a statement of operations (profit and loss), a statement of cash flows, a calculation of net operating income, a balance sheet, an aged accounts receivable report and such other information or reports as shall be requested by Lender.",
"output": "annual reporting"
}
] | false |
3892
|
what kind of clause is following
|
[
{
"input": "This Plan shall be effective as of the Effective Date and shall remain in effect for the Plan Term, as provided in Section 10.",
"output": "effectiveness"
}
] | false |
5630
|
what kind of clause is following
|
[
{
"input": "In the event Indemnitee is required to bring any action to enforce rights under this Agreement (including, without limitation, the Expenses of any Proceeding described in Section 3), the Indemnitee shall be entitled to all reasonable fees and Expenses in bringing and pursuing such action, unless a court of competent jurisdiction finds each of the material claims of the Indemnitee in any such action was frivolous and not made in good faith.",
"output": "attorneys' fees"
}
] | false |
6778
|
what kind of clause is following
|
[
{
"input": "Your Awards are subject to additional rules as described in the Plans. You should read the Plans carefully to ensure you fully understand all the terms and conditions of your Awards.",
"output": "other rules"
}
] | false |
5450
|
what kind of clause is following
|
[
{
"input": "Except for those purchases, acquisitions and other transactions described on Schedule 3 attached hereto, all of the Collateral has been originated by each Company in the ordinary course of business or consists of goods which have been acquired by such Company in the ordinary course of business from a person in the business of selling goods of that kind.",
"output": "extraordinary transactions"
}
] | false |
1671
|
what kind of clause is following
|
[
{
"input": "Except pursuant to a transaction or series of transactions permitted without the Lender's consent under Section 6.4 above, Borrower shall not create, establish or acquire Subsidiaries or acquire or own stock or any other interest in any bank other than the Bank, or permit the creation, establishment or acquisition of any such Subsidiaries by any other Subsidiary.",
"output": "subsidiaries"
}
] | false |
7219
|
what kind of clause is following
|
[
{
"input": "Executive shall not be required to mitigate the amount of any payment provided for in this Section 5 by seeking other employment or otherwise, nor shall the amount of any payment provided for in this Section 5 be reduced by any compensation earned by Executive as the result of Executive’s employment by another employer or business or by profits earned by Executive from any other source at any time before and after Executive’s Date of Termination.",
"output": "no duty to mitigate"
}
] | false |
6321
|
what kind of clause is following
|
[
{
"input": "So long as Tenant observes and performs all of the terms of this Agreement, Landlord warrants the peaceful and quiet occupation and enjoyment of the Property by Tenant free and clear of interference by any Person.",
"output": "quiet enjoyment"
}
] | false |
253
|
what kind of clause is following
|
[
{
"input": "If the Administrative Agent shall not already have given any notice to the Borrower under Section 6.1, the Administrative Agent shall give notice to the Borrower under Section 6.1 promptly upon being requested to do so by the Required Banks and shall thereupon notify all the Banks thereof.",
"output": "notice of defaults"
}
] | false |
4315
|
what kind of clause is following
|
[
{
"input": "The execution, delivery and performance by the Company of the Transaction Documents and the offer, issuance and sale of the Securities require no consent of, action by or in respect of, or filing with, any Person or Governmental Entity other than filings that have been made pursuant to applicable state securities laws and post-sale filings pursuant to applicable state and federal securities laws which the Company undertakes to file within the applicable time periods..",
"output": "consents"
}
] | false |
6267
|
what kind of clause is following
|
[
{
"input": "Shares of Stock acquired under the Plan may not be sold or transferred, other than by will or laws of descent and distribution or to joint ownership with a Participant’s spouse, for a period of 6 months following the Purchase Date on which such shares were acquired. The foregoing restriction on resales does not apply to shares of Stock acquired through the reinvestment of dividends.",
"output": "limitation on transfers"
}
] | false |
3537
|
what kind of clause is following
|
[
{
"input": "A Participant shall have no rights to dividends, dividend equivalents or distributions or any other rights of a stockholder with respect to the Shares subject to an Option until the Participant has given written notice of the exercise thereof, and has paid in full for such Shares and has satisfied the requirements of Section 16 hereof.",
"output": "rights as stockholders"
}
] | false |
5280
|
what kind of clause is following
|
[
{
"input": "Any notice to the Corporation contemplated by this Award Certificate shall be addressed to it in care of its President; and any notice to the Participant shall be addressed to him or her at the address on file with the Corporation on the date hereof or at such other address as he or she may hereafter designate in writing.",
"output": "notices"
}
] | false |
6431
|
what kind of clause is following
|
[
{
"input": "An amendment of the Escrow Agreement, duly executed and delivered by the parties thereto and the Buyer.",
"output": "escrow agreement"
}
] | false |
7450
|
what kind of clause is following
|
[
{
"input": "The Committee is authorized, at the expense of the Company, to employ such legal, financial and tax counsel, as well as any other agents that it deems advisable, to assist in the performance of its duties hereunder. Expenses and fees incurred in connection with the administration of the Plan, including without limitation the foregoing, shall be paid by the Company.",
"output": "expenses"
}
] | false |
1889
|
what kind of clause is following
|
[
{
"input": "The interest payable pursuant to Section 3.02 of the Credit Agreement shall accrue during the Forbearance Period and be deemed to have accrued at the Post-Default Rate from and after January 1, 2015.",
"output": "default interests"
}
] | false |
5205
|
what kind of clause is following
|
[
{
"input": "Purchase of All Receivables .",
"output": "optional"
}
] | false |
2565
|
what kind of clause is following
|
[
{
"input": "The Administrative Agent shall have received a Borrowing Request in accordance with Section 2.03.",
"output": "borrowing requests"
}
] | false |
883
|
what kind of clause is following
|
[
{
"input": "All terms, provisions, and conditions of the Guaranties shall continue in full force and effect and shall remain enforceable and binding in accordance with the terms thereof.",
"output": "continued effect"
}
] | false |
6975
|
what kind of clause is following
|
[
{
"input": "In case at any time after the Effective Date of the Release, any further actions are necessary or desirable to carry out the purposes of any of the provisions of this Agreement, each party shall, as promptly as reasonably practicable, execute and deliver all such documents, and take all such other actions, in order to give full effect to the provisions of this Agreement.",
"output": "further assurances"
}
] | false |
4683
|
what kind of clause is following
|
[
{
"input": "Expenses . On the Closing Date, all Lender Expenses incurred through the Closing Date, and, after the Closing Date, all Lender Expenses, as and when requested by Lender .",
"output": "lenders"
}
] | false |
7125
|
what kind of clause is following
|
[
{
"input": "This Option shall be binding upon and shall inure to the benefit of the Company and its successors and assigns.",
"output": "assigns"
}
] | false |
5449
|
what kind of clause is following
|
[
{
"input": "This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware applicable to agreements made and to be performed entirely within the State of Delaware without giving effect to the laws that might otherwise govern under applicable principles of conflict of laws thereof.",
"output": "governing laws"
}
] | false |
2631
|
what kind of clause is following
|
[
{
"input": "The Award is subject to the terms of the Company’s recoupment, clawback or similar policy, if any, as it may be in effect from time to time, as well as any similar provisions of applicable law, any of which could in certain circumstances require repayment or forfeiture of the Restricted Stock Units or other cash or property received with respect to the Award (including any value received from a disposition of the shares of Common Stock distributed in respect of the Restricted Stock Units).",
"output": "clawback policy"
}
] | false |
824
|
what kind of clause is following
|
[
{
"input": "Executive shall be reimbursed for all customary and appropriate business-related expenses actually incurred and documented in accordance with the Company’s policies applicable to senior-level executives.",
"output": "reimbursement of expenses"
}
] | false |
2537
|
what kind of clause is following
|
[
{
"input": "Manager will provide all necessary or useful Lease and land administration services, including, but not limited to, administering all Leases and division orders, and maintaining all land, Lease and other related records, providing associated services, and timely paying rentals, shut-in payments and other Lease payments.",
"output": "leases"
}
] | false |
7565
|
what kind of clause is following
|
[
{
"input": "Effective as of the Closing, Buyer shall recognize, and assume all Liabilities for, any earned but not taken paid time off of the Continuing Employees prior to the Closing Date, to the extent such Liabilities are accrued in Final Closing Working Capital.",
"output": "vacations"
}
] | false |
7841
|
what kind of clause is following
|
[
{
"input": "This Agreement will be construed in accordance with the laws of the State of Delaware, without regard to the application of the principles of conflicts of laws.",
"output": "governing laws"
}
] | false |
2993
|
what kind of clause is following
|
[
{
"input": "This Employment Agreement and all disputes between the parties in connection to this Employment Agreement shall be governed by the laws of Switzerland excluding its conflict of laws rules. All terms of employment not explicitly governed by this Employment Agreement are governed by the Swiss Code of Obligations.",
"output": "governing laws"
}
] | false |
6801
|
what kind of clause is following
|
[
{
"input": "This Agreement and any amendments, waivers, consents or supplements hereto may be executed in any number of counterparts (including by facsimile or electronic delivery (PDF), and by different parties hereto in separate counterparts, each of which when so delivered shall be deemed an original, but all of which counterparts shall constitute but one and the same instrument.",
"output": "counterparts"
}
] | false |
3924
|
what kind of clause is following
|
[
{
"input": "Capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the original Warrant.",
"output": "general"
}
] | false |
3415
|
what kind of clause is following
|
[
{
"input": "The Shares that are being sold to the Purchaser hereunder are duly and validly issued, fully paid and nonassessable and free of restrictions on transfer, other than restrictions on transfer under this Agreement and under applicable federal and state securities laws, and will be free of all other liens and adverse claims.",
"output": "valid issuance of shares"
}
] | false |
5983
|
what kind of clause is following
|
[
{
"input": "Each Advance hereunder shall consist of Loans made from the several Lenders ratably in proportion to the ratio that their respective Commitments bear to the Aggregate Commitment.",
"output": "advances"
}
] | false |
4626
|
what kind of clause is following
|
[
{
"input": "If any Loan Party fails to obtain insurance as hereinabove provided, or to keep the same in force, Agent, if Agent so elects, may obtain such insurance and pay the premium therefor on behalf of such Loan Party, and charge the Borrowers’ Account therefor as a Revolving Advance of a Domestic Rate Loan and such expenses so paid shall be part of the Obligations.",
"output": "failure to pay insurance"
}
] | false |
5013
|
what kind of clause is following
|
[
{
"input": "A Phase I Environmental Site Assessment of the land prepared by an engineer acceptable to the Lender, which report shall be certified to the Lender and shall otherwise be acceptable to the Lender in form and content.",
"output": "environmental reports"
}
] | false |
7731
|
what kind of clause is following
|
[
{
"input": "The RSUs generally may not be transferred, assigned or made subject to any encumbrance, pledge, or charge. Limited exceptions to this rule apply in the case of death, divorce, or gift as provided in Section 12.3 of the Plan.",
"output": "transferability"
}
] | false |
6680
|
what kind of clause is following
|
[
{
"input": "As a condition to participation in the Plan, an Eligible Employee must cooperate with the Company by furnishing any and all information reasonably requested by any of the Company, its subsidiaries or affiliates, and take such other actions as may be requested to facilitate Plan administration and the payment of benefits hereunder.",
"output": "employee cooperation"
}
] | false |
8116
|
what kind of clause is following
|
[
{
"input": "The Board of Directors of the Company reserves the right to amend the Program with respect to any Measurement Period, by written resolution, at any time within 90 days of the commencement of such Measurement Period.",
"output": "amendments"
}
] | false |
8226
|
what kind of clause is following
|
[
{
"input": "The Borrower and its Subsidiaries have complied with all applicable statutes, rules, regulations, orders and restrictions of any domestic or foreign government or any instrumentality or agency thereof having jurisdiction over the conduct of their respective businesses or the ownership of their respective property except for any failure to comply with any of the foregoing which could not reasonably be expected to have a Material Adverse Effect. No Default has occurred and is continuing.",
"output": "compliance with laws"
}
] | false |
7319
|
what kind of clause is following
|
[
{
"input": "When used in this Agreement, the term “affiliate” shall have the meaning set forth in Rule 144 promulgated under the 1933 Act. The term “knowledge”, when used to refer to the knowledge of the Company, shall refer to the actual conscious awareness of Thomas Steipp, Tony Chung, or Bruce Bromage.",
"output": "certain terms"
}
] | false |
370
|
what kind of clause is following
|
[
{
"input": "The provisions of this Section 4.3 shall survive the Closing (and not be merged therein) or any earlier termination of this Agreement.",
"output": "survival"
}
] | false |
99
|
what kind of clause is following
|
[
{
"input": "Manager shall provide PA with human resource services as reasonably required by PA.",
"output": "human resources"
}
] | false |
309
|
what kind of clause is following
|
[
{
"input": "The assets and liabilities of the TCBS Plan as of the close of business on June 30, 2001 will be merged into this Plan and will be assets and liabilities of this Plan as of July 1, 2001.",
"output": "mergers"
}
] | false |
4196
|
what kind of clause is following
|
[
{
"input": "The Purchasers shall be entitled to receive Warrants representing the number of Warrant Components equal to the principal amount of Securities to be purchased by the applicable Purchaser divided by $1,000.",
"output": "warrants"
}
] | false |
1667
|
what kind of clause is following
|
[
{
"input": "This Agreement constitutes the entire agreement between the Parties regarding the subject matter hereof and supersedes and replaces all prior or contemporaneous agreements, understandings, and communications between the Parties, whether written or oral regarding the subject matter hereof, with respect to activities on or after the Effective Date.",
"output": "entire agreements"
}
] | false |
7880
|
what kind of clause is following
|
[
{
"input": "The Partnership shall be empowered to do any and all acts and things necessary, appropriate, proper, advisable, incidental to or convenient for the furtherance and accomplishment of the purposes and business described in Section 2.4 and for the protection and benefit of the Partnership.",
"output": "powers"
}
] | false |
1121
|
what kind of clause is following
|
[
{
"input": "During the Second Expansion Space Term with respect to the Second Expansion Space, Tenant shall be entitled to use an additional one hundred fifty (150) unreserved parking spaces in the Parking Facility in accordance with the terms of the Lease.",
"output": "parking"
}
] | false |
667
|
what kind of clause is following
|
[
{
"input": "The Company has furnished to the Buyers true, correct and complete copies of the Company’s Certificate of Incorporation, as amended and as in effect on the date hereof (the “ Certificate of Incorporation ”), and the Company’s bylaws, as amended and as in effect on the date hereof (the “ Bylaws ”), and the terms of all Convertible Securities and the material rights of the holders thereof in respect thereto.",
"output": "organizational documents"
}
] | false |
6572
|
what kind of clause is following
|
[
{
"input": "The Company may terminate Executive’s employment without Cause (as such term is defined in subsection (c) below), with Cause, or at the end of the Term by non-renewal of this Agreement.",
"output": "terminations"
}
] | false |
5940
|
what kind of clause is following
|
[
{
"input": "The Term Loan made by Lender shall be evidenced by a promissory note in the form attached hereto as Exhibit A executed by Borrowers on a joint and several basis (“ Term Note” ) in an original principal amount equal to Thirty Five Million Dollars ($35,000,000).",
"output": "term notes"
}
] | false |
6493
|
what kind of clause is following
|
[
{
"input": "The parties hereto shall execute and deliver all documents, provide all information and take or forbear from all such action as may be necessary or appropriate to achieve the purposes of this Agreement.",
"output": "further actions"
}
] | false |
5223
|
what kind of clause is following
|
[
{
"input": "(a) The provisions of this Agreement are solely for the benefit of the Companies and are not intended to confer upon any Person except the Companies any rights or remedies hereunder and (b) there are no third-party beneficiaries of this Agreement and this Agreement shall not provide any third Person with any remedy, claim, liability, reimbursement, cause of action or other right in excess of those existing without reference to this Agreement.",
"output": "third-party beneficiaries"
}
] | false |
2836
|
what kind of clause is following
|
[
{
"input": "(a) Each Eurodollar Loan shall bear interest for each day during each Interest Period with respect thereto at a rate per annum equal to the Eurodollar Rate determined for such day plus the Applicable Margin ( provided that any Competitive Loan that is a Eurodollar Loan shall bear interest at the Eurodollar Rate for the Interest Period in effect for such Competitive Borrowing plus (or minus, as applicable) the Margin applicable to such Loan).",
"output": "interest rates"
}
] | false |
3480
|
what kind of clause is following
|
[
{
"input": "As payment in full for the Purchased Shares, on the Closing Date, upon receipt of the Purchased Shares, each Purchaser shall deliver to the Company the price per share indicated on such Purchaser’s signature page, multiplied by the number of Purchased Shares (such aggregate amount, the “ Purchase Price ”). Payment of the Purchase Price shall be made in funds immediately available to the Company by wire transfer on the Closing Date.",
"output": "settlements"
}
] | false |
8314
|
what kind of clause is following
|
[
{
"input": "Woodard shall not have any right to pledge, hypothecate, anticipate, or in any way create a lien upon any payments or other benefits provided under this Agreement; and no benefits payable hereunder shall be assignable in anticipation of payment either by voluntary or involuntary acts, or by operation of law, except by will or pursuant to the laws of descent and distribution.",
"output": "nonalienation of benefits"
}
] | false |
6759
|
what kind of clause is following
|
[
{
"input": "Tenant hereby represents to Landlord that, as of the date of this First Amendment, to Tenant's actual knowledge without investigation, there are currently no breaches or defaults under the Lease by Landlord or Tenant. Landlord hereby represents to Tenant that, as of the date of this First Amendment, to Landlord's actual knowledge without investigation, there are currently no breaches or defaults under the Lease by Landlord or Tenant.",
"output": "defaults"
}
] | false |
1794
|
what kind of clause is following
|
[
{
"input": "In order to ensure compliance with the restrictions on transfer specified in this Agreement, the Notice or the Plan, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, and, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records. The Company may issue a “stop transfer” instruction if Grantee fails to satisfy any Tax Withholding Obligations.",
"output": "stop-transfer notices"
}
] | false |
565
|
what kind of clause is following
|
[
{
"input": "This Agreement shall be governed by and construed in accordance with the domestic substantive laws of the State of New Jersey without giving effect to any choice or conflict of laws provision or rule that would cause the application of the domestic substantive laws of any other jurisdiction.",
"output": "governing laws"
}
] | false |
83
|
what kind of clause is following
|
[
{
"input": "During the Consulting Period, the Consultant shall have the title of Senior Advisor to the Company.",
"output": "titles"
}
] | false |
5079
|
what kind of clause is following
|
[
{
"input": "Unless otherwise provided by the Committee in its discretion, RSs may not be sold, assigned, alienated, transferred, pledged, attached or otherwise encumbered except as provided in Section 11 of the Plan. Any purported sale, assignment, alienation, transfer, pledge, attachment or other encumbrance of a RS in violation of the provisions of this Section 8 and Section 11 of the Plan shall be void.",
"output": "non-assignability"
}
] | false |
3596
|
what kind of clause is following
|
[
{
"input": "This Agreement will be governed by and construed in accordance with the laws of the State of New York applicable to agreements made within such State, without regard to the conflicts of law principles that would require the application of any other law.",
"output": "governing laws"
}
] | false |
4193
|
what kind of clause is following
|
[
{
"input": "Each of Ajax and the Operating Partnership acknowledges that the Manager is not registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the “ Advisers Act ”), but that it could be required to so register. The Manager agrees that its activities will at all times be in compliance in all material respects with all applicable federal, state and local laws governing its operations and investments.",
"output": "regulatory matters"
}
] | false |
40
|
what kind of clause is following
|
[
{
"input": "Borrower shall promptly reimburse the Lender on demand for all reasonable costs and expenses incurred by the Lender (including the reasonable fees and expenses of one outside counsel to the Lender) as a consequence of or in connection with any Default, Event of Default, Prepayment Trigger or voluntary or mandatory prepayment of the Loan.",
"output": "administration"
}
] | false |
4251
|
what kind of clause is following
|
[
{
"input": "All representations, warranties, covenants, agreements and obligations contained in this Agreement shall survive (i) the acceptance of the Subscriptions by the Company and each Closing and (ii) the death or disability of the Investor.",
"output": "survival of obligations"
}
] | false |
2127
|
what kind of clause is following
|
[
{
"input": "As of the Fourth Amendment Effective Date (as defined below), and subject to the terms and conditions hereof, Schedules 1 , 2 , 3 , 5.8 , 5.9 , 6.1 , 6.4 , 6.9 , 6.11 , 6.16 , and 6.18 to the Credit Agreement are hereby amended and restated in their entirety in the forms attached hereto as Annex C.",
"output": "amendment to schedules"
}
] | false |
2464
|
what kind of clause is following
|
[
{
"input": "The number of Conversion Shares issuable upon conversion of any Conversion Amount pursuant to Section 3(a) shall be determined by dividing (x) such Conversion Amount by (y) the Conversion Price (the “ Conversion Rate ”).",
"output": "conversion rate"
}
] | false |
210
|
what kind of clause is following
|
[
{
"input": "Any reference to Section or subsection in this Section 18 shall refer to this Section 18 or respective subsection.",
"output": "interpretations"
}
] | false |
3346
|
what kind of clause is following
|
[
{
"input": "Greenwood Hall shall be solely responsible for reporting, withholding, and paying all employment-related taxes, and related deductions and payments, with regard to the Greenwood Hall employees, including, but not limited to, federal, state, and local income taxes, social security, Medicare, unemployment, and disability deductions, withholdings and payments.",
"output": "taxes"
}
] | false |
897
|
what kind of clause is following
|
[
{
"input": "The Purchaser is and will be on the Closing Date either (a) an institutional “accredited investor” as such term is defined in Rule 501(a) of Regulation D and as contemplated by subsections (1), (2), (3) and (7) of Rule 501(a) of Regulation D, and has no less than $5,000,000 in total assets, or (b) a natural person who is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D and as contemplated by subsections (5) and (6) of Rule 501(a) of Regulation D .",
"output": "institutional accredited investor"
}
] | false |
1273
|
what kind of clause is following
|
[
{
"input": "The Administrative Agent shall have received evidence that all members, boards of directors, governmental, shareholder and material third party consents and approvals necessary in connection with the entering into of this Agreement have been obtained.",
"output": "consents"
}
] | false |
2710
|
what kind of clause is following
|
[
{
"input": "Except as otherwise provided in sections 2.3 and 8.2, the Bank may amend or terminate the Plan at any time.",
"output": "amendment or termination of plan"
}
] | false |
5128
|
what kind of clause is following
|
[
{
"input": "This Amendment may be executed by either of the parties hereto in counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument.",
"output": "counterparts"
}
] | false |
4611
|
what kind of clause is following
|
[
{
"input": "A stock option grant to purchase a number of shares of Mattel stock equal to $5,500,000 divided by a Black-Scholes value determined by using the average of the closing trading prices of the Company’s common stock over the twenty (20) consecutive trading days ending on the date immediately prior to the grant date.",
"output": "stock options"
}
] | false |
3100
|
what kind of clause is following
|
[
{
"input": "Payment by Sellers of the actual costs and expenses, including, without limitation, the reasonable fees and expenses of counsel to Buyer, incurred by Buyer in connection with this Amendment and the transactions contemplated hereby.",
"output": "fees"
}
] | false |
3501
|
what kind of clause is following
|
[
{
"input": "A certificate of the Lender setting forth the amount or amounts necessary to compensate the Lender or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section and delivered to the Company shall be conclusive absent manifest error. The Company shall pay (or cause the applicable Designated Borrower to pay) the Lender the amount shown as due on any such certificate within fifteen (15) days after receipt thereof.",
"output": "certificates for reimbursement"
}
] | false |
136
|
what kind of clause is following
|
[
{
"input": "This Agreement shall be governed by and construed in accordance with the applicable law pertaining in the State of New York, other than those conflict of law provisions that would defer to the substantive laws of another jurisdiction. This governing law election has been made by the parties in reliance (at least in part) on Section 5–1401 of the General Obligations Law of the State of New York, as amended (as and to the extent applicable), and other applicable law.",
"output": "governing laws"
}
] | false |
1599
|
what kind of clause is following
|
[
{
"input": "The delivery of the Deed by Seller, and the acceptance thereof by Purchaser shall be deemed to be the full performance and discharge of every covenant and obligation on the part of Seller to be performed hereunder except the obligations set forth herein which, by their terms, expressly survive Closing. No action shall be commenced by Purchaser after the Closing on any covenant or obligation except the obligations set forth herein which, by their terms, expressly survive Closing.",
"output": "survival"
}
] | false |
1674
|
what kind of clause is following
|
[
{
"input": "In the event that any one or more of the provisions contained in this Amendment shall be held invalid, illegal or unenforceable in any respect under any applicable Governmental Requirement, the validity, legality, and enforceability of the remaining provisions contained herein or therein shall not be affected or impaired thereby.",
"output": "invalidity"
}
] | false |
7191
|
what kind of clause is following
|
[
{
"input": "The Manager may from time to time, in its discretion, establish reasonable cash reserves, in such amounts and on such terms as it determines are necessary and appropriate for the operations of the Company Business.",
"output": "reserves"
}
] | false |
5667
|
what kind of clause is following
|
[
{
"input": "For all services rendered by Executive to the Company during the Employment Term, the Company shall compensate Executive as set forth below.",
"output": "compensation"
}
] | false |
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