Clauses Test

Identify the type of clause

This agreement shall commence on 13th January, 2024 (‘the Commencement Date’) and continue in full force  and effect for a period of three months unless terminated earlier by either party under the provisions of Clause 11.2.

Identify the clause.

Buyer shall deposit the sum of Fifty Thousand and No/100 Dollars ($50,000.00) as Earnest Money (herein so called) with Charter Title Company at 4265 San Felipe, Suite 350, Houston, Texas 77027, as Escrow Agent (herein so called), within seven (7) days after execution of this Contract by both parties. The Earnest Money shall be placed in and interest-bearing account by the Escrow Agent, and any interest thereon shall be part of the Earnest Money. If Buyer fails to deposit the Earnest Money, as required by this Contract, or by any addendum, Seller may terminate this Contract, as its sole remedy, by providing written notice to Buyer.

Complete the gaps with the correct expression.

This Agreement shall be in effect for a period of two years, __________ on 15th January, 2024 and terminating on 15th January, 2026.

Identify the type of clause.

Party A shall not be liable for any consequential, indirect, or special damages, including but not limited to lost profits, arising out of or in connection with the performance of this agreement.

Identify the clause.

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IF THE SALE OF THE PROPERTY TO BUYER IS NOT CONSUMMATED AS A RESULT OF BUYER's DEFAULT UNDER THIS AGREEMENT AFTER THE SATISFACTION OF ALL CONDITIONS TO BUYER's OBLIGATIONS UNDER THIS AGREEMENT AND THAT DEFAULT IS NOT CURED WITHIN TWO (2) BUSINESS DAYS AFTER NOTICE FROM SELLER, SELLER SHALL BE ENTITLED TO RETAIN THE DEPOSIT AS SELLER's LIQUIDATED DAMAGES AS ITS SOLE REMEDY, EXCEPT AS PROVIDED IN THIS SECTION 14.1.

Complete the gap with the correct expression

The Service Provider reserves the right, at its sole discretion, to __________ any amounts owed by the Client against any amounts owed by the Provider to the Client under this Agreement or any other agreement between the parties.

Identify the type of clause.

No party shall be liable for any failure to perform its obligations under this Agreement in the event that such failure results  flood, earthquake or any Act of God, riot, civil unrest, war or any other cause beyond a party's reasonable control, including electronic or communications failure but excluding failure due to any breach of duty of care or a party's financial condition.

Identify the type of clause.

All notices, requests, demands, or other communications required or permitted by the terms of this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally or by overnight courier, or three (3) days after being mailed by certified or registered mail, postage prepaid, return receipt requested, to the addresses of the parties as set forth herein or to such other address as either party may designate by notice to the other party.

Identify the type of clause

In the event of default in the payment of any of the said installments or said interest when due as herein provided, time being of the essence hereof, the holder of this note may, without notice or demand, declare the entire principal sum then unpaid immediately due and payable.

Identify the type of clause.

Seller hereby warrants that the goods delivered under this Agreement are merchantable and fit for the ordinary purpose for which such goods are used in the trade.

Identify the type of clause.

Party A's total liability for indemnification under this clause shall not exceed the total fees paid by Party B to Party A under this Agreement. This limitation of liability shall apply to all claims collectively and not on a per-claim basis.

Complete the gap with the correct expression

_____________ clauses ensure that the performance of the contacting party, at the time of the conclusion of the contract, fulfills all statutory (implied) and contractual (express) quality obligations.

Choose the correct option to complete the gap.

If the sale is successfully completed, the earnest money is credited toward the _________.

Compete the gap with the correct expression.

_________ clauses are contractual provisions that aim to limit, exclude, or modify certain rights, warranties, or liabilities, that would otherwise be implied by law, due to the use of the defined information, products, services, or activities.

Choose the correct option to complete the gap.

__________ is a kind of advance payment and bears serious legal consequences, depending on whom the breach of contract is attributable to.

Identify the type of clause.

Neither party shall assign this Agreement or any rights or obligations herein without the prior written consent of the other party, except in the case of an assignment to a successor in interest as part of a merger or acquisition.

Identify the type of clause.

Any additional services, modifications, or amendments to this Agreement beyond the scope outlined herein shall be subject to additional consideration as agreed upon by both parties in writing.

Identify the type of clause.

This Agreement may be novated upon the mutual written consent of all parties hereto, with the understanding that the original party shall be released from all rights and obligations upon the substitution.

Choose the correct ending of the sentence.

The novation of the original contract means that …

Identify the type of clause

Payments made under this contract shall be made without deductions (including taxes or charges). If the applicable law requires any tax or charge to be deducted before payment, the amount due under this agreement shall be increased so that the payment made will equal the amount due to Party A as if no such tax or charge had been imposed.

Complete the gap with the correct expression.

___________ clauses are contractual provisions that define the extent to which a party's liability is restricted or capped in the event of certain specified events or breaches.

Complete the gap with the correct expression

A _____________ clause states that the seller does not transfer the ownership of the goods or real property until the buyer has paid the full purchase price.

Identify the type of clause

The Option shall vest in 1% increments over a 2-year period, with the first 0.5% vesting on 15the January, 2024, and subsequent 0.5% increments vesting on each anniversary of the Grant Date.

Identify the type of clause.

Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or validity thereof, shall be settled by arbitration in accordance with the rules of the Permanent Arbitration Court attached to the Hungarian Chamber of Commerce and Industry (Commercial Arbitration Court Budapest).

Identify the type of clause.

Seller warrants that it is the legal owner of the real property and has full right, title, and authority to sell and transfer the same to Buyer. Seller further warrants that the real property is free and clear of all liens, encumbrances, and litigation.

Identify the clause.

Other than the matters provided in Sections 5.3 and 6.4 hereof, in the event Purchaser materially breaches this Agreement, Seller, as its sole and exclusive remedy at law in equity or otherwise, shall be entitled to terminate this Agreement and recover the Earnest Money as liquidated damages and not as penalty, in full and complete satisfaction of any and all claims against Purchaser arising in any manner whatsoever from this Agreement or the transaction contemplated in this Agreement. Seller and Purchaser agree that the Seller's damages resulting from Purchaser's default are difficult, if not impossible, to determine and the Earnest Money is a fair and reasonable estimate of those damages which has been agreed to in an effort to cause the amount of said damages to be certain.

Complete the sentence with the correct phrase.

In the case of delivery delays___________, the buyer agrees to forfeit any right to claim liquidated damages or compensation for such delays.

Identify the type of clause.

The information provided herein is for general informational purposes only and is not a substitute for professional legal advice. Consult with a qualified legal professional for advice tailored to your specific situation.

Choose the correct English translation of the following sentence.

Jelen megállapodás szóban nem módosítható, kiegészíthető vagy megváltoztatható, csak a szerződő felek által aláírt írásbeli megállapodással.

Identify the type of clause

The Buyer has the option to purchase additional units of the product at the same price as the initial order within six months of the contract expiration.

Identify the type of clause.

In case of any discrepancy or inconsistency between the English and Hungarian versions of this Agreement, the Hungarian version shall prevail.

Identify the type of clause.

The present Agreement constitutes the entire agreement between the parties and supersedes all prior negotiations, understandings, and agreements, whether oral or written, relating to the subject matter hereof.

Identify the clause.

The Buyer,  Glen  Overton/East  Bay  Lodging,  offers to purchase  the  Property described  below and delivers as Earnest Money Deposit  $500.00 in the form of a check to: Associated Title Company.(…)If Buyer defaults,  Seller may elect to either retain the Earnest Money Deposit as liquidated damages or to return the Earnest  Money  Deposit and sue Buyer to enforce  Seller's  rights.  If Seller defaults, in addition to return of the Earnest Money Deposit,  Buyer may elect to either accept from Seller as liquidated damages a sum equal to the Earnest  Money  Deposit or sue Seller for specific  performance  and/or damages.

Identify the type of clause

The ownership of the goods supplied to the buyer shall remain with the  seller until payment in full for all the goods shall have been received by the seller in accordance with the terms of this contract or until such time as the buyer sells the goods to its customers by way of bona-fide sale at full market  value. If such payment is overdue in whole or in part, the seller may recover or resell the goods or any part of it and may enter upon the buyer’s  premises for that purpose. Such payment shall become due immediately upon the commencement of any act or proceeding in which the buyer’s solvency is involved.

Identify the type of clause.

This Agreement may be executed in four (4) copies, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Read the following sentence from a contract and answer the question after it.

In the event that the property subject to this agreement is found to have a defective title due to encumbrances, the Buyer shall have the unequivocal right to demand that the Seller, at the Seller's own expense, promptly and effectively remove such encumbrance or, alternatively, furnish appropriate collateral to secure the Buyer's interests. Should neither of these remedial measures be feasible, or in the event of the Seller's refusal to cooperate in implementing them, the Buyer reserves the right to rescind this agreement in full and seek damages commensurate with the losses incurred.

Is the buyer given the right to demand that the seller remove encumbrances due to a defective title?

Identify the clause.

THEREFORE, THE PARTIES HEREBY AGREE THAT BUYER'S DEPOSIT AND ALL INTEREST ACCRUED THEREON WHILE HELD BY ESCROW AGENT REPRESENTS A REASONABLE ESTIMATE OF SUCH DAMAGES, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE OF EXECUTION OF THIS AGREEMENT, AND THAT SELLER SHALL HAVE THE RIGHT TO RECEIVE AND RETAIN THE FULL AMOUNT OF THE DEPOSIT AND ACCRUED INTEREST AS LIQUIDATED DAMAGES PURSUANT TO CALIFORNIA CIVIL CODE SECTION 1671, AS SELLER'S SOLE AND EXCLUSIVE REMEDY AS A RESULT OF BUYER'S DEFAULT. SELLER WAIVES ALL RIGHTS AND REMEDIES SELLER OTHERWISE MAY HAVE BASED UPON SUCH DEFAULT, INCLUDING, WITHOUT LIMITATION, ANY RIGHT PURSUANT TO CALIFORNIA CIVIL CODE SECTION 3389 TO SPECIFICALLY ENFORCE THIS AGREEMENT.

Read the following sentence from a contract and answer the question after it.

In the event that the property subject to this agreement is found to have a defective title due to encumbrances, the Buyer shall have the unequivocal right to demand that the Seller, at the Seller's own expense, promptly and effectively remove such encumbrance or, alternatively, furnish appropriate collateral to secure the Buyer's interests. Should neither of these remedial measures be feasible, or in the event of the Seller's refusal to cooperate in implementing them, the Buyer reserves the right to rescind this agreement in full and seek damages commensurate with the losses incurred.

What options are available to the Buyer if the Seller doesn't promptly remove the encumbrances?

Identify the type of clause.

If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable but that by limiting such provision, it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited. The invalidity or unenforceability of any provision of this Agreement will not affect the validity or enforceability of any other provision of this Agreement.

Identify the type of clause

Party B agrees with Party A throughout the term of the contract not to set off for any reason any money payable by Party B to Party A for supplies or products under the contract.

Identify the type of clause.

Either party may terminate the present Agreement by giving six weeks' written notice to the other party; or giving notice where there is a material breach of the terms hereof; or giving notice where one of the parties ceases to trade or is insolvent.

Choose the correct option to complete the gap.

The _________ is usually held in an escrow account, a neutral third-party account.

Choose the correct word to complete the gap.

The court ordered the breaching party to pay ______________ damages, which were intended to serve as a pre-determined form of compensation for any breach.

Identify the type of clause.

In the event that the goods are found to be defective or non-conforming within the guarantee period, Buyer shall promptly notify Seller in writing, specifying the nature of the defect. Seller shall, at its expense, promptly replace or repair the defective goods, or, at Seller's option, refund the purchase price for such goods.

Identify the type of clause

Upon the occurrence of any of the following events, the Lender shall have the right to declare the entire outstanding principal amount, together with accrued interest and any other amounts owed under this Agreement, immediately due and payable:

If the Borrower fails to make any payment when due under this Agreement.

If the Borrower breaches any material covenant, representation, or warranty contained in this Agreement.

If the Borrower becomes insolvent or files for bankruptcy.

If there is a change of control in the ownership or management of the Borrower.

Identify the type of clause.

The present Agreement may only be modified or amended in writing and signed by all parties hereto.

Identify the clause.

THIS AGREEMENT OF SALE AND PURCHASE (this "AGREEMENT") is made by and

between D & B REALTY HOLDING, INC., a Missouri corporation (the "SELLER"), and

LANDFAIR, LLC, a California limited liability company (the "PURCHASER").

Identify the type of clause.

The total liability of Party A for any and all claims arising under or in connection with this agreement shall not exceed the total fees paid by Party B to Party A under this agreement.

Complete the gap with the correct expression

The _____________ clause specifies whether involving a third party is allowed and under what conditions. It may provide the contracting party with the freedom to delegate certain tasks to a third party.

Identify the clause.

(a) The settlement date shall be 14 days after the Buyer receives written notice from the Seller that the Request to Record Death/Transmission Application is registered and the Seller is recorded as the sole registered owner of the Land.

(b) In the event that registration of the Request to Record Death/Transmission Application is not effected within xxxx months of the date hereof this Contract may be terminated at the option of the Buyer, whereupon all moneys previously paid by the Buyer shall be refunded to him without any deduction whatsoever.

(c) The Seller Agrees to all things reasonably necessary to effect the registration of the Request to Record Death/Transmission Application as soon as possible.

Complete the gap with the correct expression

When the __________ clause is invoked, the borrower is required to pay the entire outstanding balance of the loan immediately,

Identify  the clause.

This Agreement of Purchase and Sale and Joint Escrow Instructions (this "Agreement") is entered into as of the Agreement Date by and between MS PASADENA, LLC, a Delaware limited liability company ("Seller"), and INDYMAC BANK, F.S.B., a Federal Savings Bank ("Buyer"). Seller and Buyer hereby agree as follows:

Identify the type of clause.

Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of Hungary.