id stringlengths 36 36 | prompt stringlengths 1.48k 9.26k | response stringclasses 100
values |
|---|---|---|
928550e2-02c9-49f2-a6e2-9dbadca17a2b | Clause:
The Company has disclosed (directly or through disclosure in its reports filed with the SEC) to the Lenders all agreements, instruments and corporate or other restrictions to which it or any of its Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, could reasonab... | Label: Disclosures |
44a7611e-432a-4ff1-a82c-5492a0344298 | Clause:
(a) The Holders may exercise the registration rights granted hereunder in such manner and proportions as they shall agree among themselves. The registration rights hereunder shall cease to apply to any particular Shares and such securities shall cease to be Shares when: (i) a registration statement with respect... | Label: Benefits |
b4d63cd3-b246-464f-b84a-5da4f79c8caa | Clause:
Except for the fees payable to Citigroup Global Markets Inc. and Goldman, Sachs & Co., which shall be paid by Parent, none of Parent, the Sellers, the Companies or the Subsidiaries have paid or become obligated to pay any fee or commission to any broker, finder or other intermediary who might be entitled to any... | Label: Fees |
55c83120-6288-4d21-9c60-d3a1ea60ef8f | Clause:
THE VALIDITY, CONSTRUCTION, INTERPRETATION AND EFFECT OF THIS INSTRUMENT SHALL BE GOVERNED EXCLUSIVELY BY, AND DETERMINED IN ACCORDANCE WITH, THE LAWS of the State of Delaware (WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAW PRINCIPLES THEREOF), EXCEPT TO THE EXTENT PRE-EMPTED BY FEDERAL LAW, WHICH SHALL GOVERN.
... | Label: Governing Laws |
22137972-fb15-49c9-bf98-318ed7234ae0 | Clause:
Unless there shall occur and be continuing any Event of Default, each Grantor shall have the right to commence and prosecute in its own name, as the party in interest, for its own benefit and at the sole cost and expense of the Grantors, such applications for protection of the Intellectual Property Collateral a... | Label: Litigations |
8be29008-0666-4b39-a52d-02136f7ab7e5 | Clause:
The execution, delivery and performance of this Agreement has been duly authorized by all necessary action on the part of Purchaser, and this Agreement is a valid and binding obligation of Purchaser, enforceable against it in accordance with its terms.
Task: Classify this clause into ONE of these types (exactl... | Label: Authorizations |
2b5cd488-48f0-4cb6-ae2b-b32a94f4ac1b | Clause:
(a) Grant . Subject to the provisions of this Award Agreement (this “Agreement”) and the provisions of the Amended and Restated Assurant, Inc. Long Term Equity Incentive Plan (the “Plan”), the Company hereby grants to the Participant, as of March 10, 2016 (the “Grant Date”), a number of Restricted Stock Units (... | Label: Vesting |
03e31e82-9a42-4a65-9849-90cc26f1dfea | Clause:
The execution, delivery and performance by such Buyer of this Agreement and the Registration Rights Agreement and the consummation by such Buyer of the transactions contemplated hereby and thereby will not (i) result in a violation of the organizational documents of such Buyer, or (ii) conflict with, or constit... | Label: No Conflicts |
9c79f5c0-997d-4347-b8bb-1b946603b8fc | Clause:
The purchase and sale of the Shares shall take place by electronic communication or at such location and on such date as the parties may agree at a closing (the “ Closing ”), to occur following the delivery of all items required to be delivered in connection with Section 1.3 of this Agreement.
Task: Classify t... | Label: Closings |
18a9a126-05aa-473b-b577-4d19439d5a08 | Clause:
In any suit to enforce and/or defend the License Patent Rights pursuant to this Section 8, the party not in control of such suit shall, at the request and expense of the controlling party, reasonably cooperate and, to the extent possible, have its employees testify when requested and make available relevant rec... | Label: Cooperation |
d13006cb-7652-4b39-a1cd-847245dcb6b1 | Clause:
In the performance of its obligation to supply Licensed Adjuvants to Purchaser under this Agreement, Supplier shall (i) comply with all Applicable Laws, including those in any Regulatory Approval of any Regulatory Authority (including without limitation, cGMPs as applicable in each relevant country as defined i... | Label: Compliance With Laws |
28f09e13-f5ba-48f0-a8b2-4074e592170f | Clause:
Neither this Agreement nor any of the rights or obligations hereunder shall be assigned or delegated by any party without the prior written consent of the other party.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable L... | Label: Assignments |
ae27e15d-72ed-40a7-8aa4-f37fbef50dce | Clause:
Each Loan Party shall, and shall cause each of its Subsidiaries to, comply, in all material respects, with all Requirements of Law of any Governmental Authority having jurisdiction over it or its business, including, without limitation, the Federal Fair Labor Standards Act, ERISA, the Foreign Corrupt Practices ... | Label: Compliance With Laws |
f3015090-1598-4fda-bd12-170741a19741 | Clause:
In addition to any specific survival references in Agreement, Articles 1, 11 and 12 and Sections 2.4, 2.5, 4.2, 4.7, 4.8, 5.3, 5.4, 6.4, 6.5, 7.6, 8.1, 8.2, 9.2, 9.3, 10.1 (in the case of expiration of Agreement in accordance with Section 10.1) 10.7, 10.8, 10.9 and 10.10 shall survive termination or expiration ... | Label: Survival |
e4e183cf-cef9-4e8f-b3c0-511dce60e123 | Clause:
The provisions of this Section 11.3 shall be a contract between the Company, on the one hand, and each Covered Person who served in such capacity at any time while this Section 11.3 is in effect, on the other hand, pursuant to which the Company and each such Covered Person intend to be legally bound. No amendme... | Label: Amendments |
9a3b784e-5135-455b-bd03-d7cf0e85755f | Clause:
The Micron-NTC Mutual NDA is incorporated herein by reference, and the Parties agree that the Micron-NTC Mutual NDA shall govern the confidentiality and non-disclosure obligations of the Parties in connection with information exchanged under this Agreement. If the Micron-NTC Mutual NDA is terminated or expires ... | Label: Confidentiality |
c73b3606-7db8-4b8e-b3b6-1840e1351c3a | Clause:
All notices and other communications provided for hereunder shall, unless otherwise stated herein, be in writing (including facsimile or e-mail communication) and shall be personally delivered or sent by facsimile, by e-mail or by overnight mail, to the intended party at the mailing address, e-mail address or f... | Label: Notices |
0ff1ec32-33b9-4116-a006-7148b860e516 | Clause:
During the term of Employee’s employment with the Company, Employee shall devote his full time, skill and attention to his duties and responsibilities, which Employee shall perform faithfully, diligently and competently, and Employee shall use their best efforts to further the business of the Company. During th... | Label: Duties |
593c7090-4849-4e34-8f9a-71dea7ea842c | Clause:
Immediately after the consummation of the Transactions to occur on the Closing Date, the Borrower and its Subsidiaries, on a consolidated basis, are Solvent, in each case after giving effect to any rights of indemnification, contribution or subrogation arising among the Subsidiary Loan Parties pursuant to the C... | Label: Solvency |
3dff1207-2e7c-43e7-99ae-7535b44032ef | Clause:
On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, up to an aggregate of $3,000,000 of ... | Label: Closings |
758282a7-ea91-4a81-90b4-1f0eb885d46d | Clause:
This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument, and either party hereto may execute this Agreement by signing one or more counterparts.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Ag... | Label: Counterparts |
8a57a420-46fa-40a4-b45e-c319c6687d8e | Clause:
The Sellers have disclosed to the Buyer all facts material to the assets, prospects, and business of Rapid Fire Marketing, Inc. No representation or warranty by the Sellers contained in this Agreement, and no statement contained in any instrument, list, certificate, or writing furnished to the Buyer pursuant t... | Label: Disclosures |
d186d7ef-ba26-44b2-a1d0-c05a351daf9c | Clause:
No term of the Credit Documents and/or Security Documents may be amended, and the performance or observance by the parties to a Credit Document or a Security Document of any term of such Credit Document or Security Document may not be waived (either generally or in a particular instance and either retroactively... | Label: Amendments |
bc3797ca-17f2-41b6-9410-8d3458099243 | Clause:
The Administrative Agent shall have received copies of the financial statements and other financial information referred to in Section 3.1 hereof, each in form and substance reasonably satisfactory to it.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendment... | Label: Financial Statements |
e48854f4-4656-4904-af4e-5e498659cfcd | Clause:
You agree that you will reasonably cooperate with Nuo Therapeutics and its officers and employees to provide transition support in connection with any matter on which your cooperation may reasonably be requested or of which you had knowledge. You agree that, in the event that you are subpoenaed by any person or... | Label: Cooperation |
5467fc2a-92b3-4c14-a8e3-e6efb8163050 | Clause:
Neither this Agreement, nor any other document, certificate or statement furnished to Buyer by or on behalf of Seller or Schadel in connection with the transactions contemplated hereby, within the actual knowledge of Seller or Schadel, contains any untrue statement of a material fact or omits to state a materia... | Label: Disclosures |
b0671c79-c9b9-4da3-a49f-c3f95b59593e | Clause:
With the exception of Base Rate Loans, interest on Loans, Letter of Credit fees, facility fees, ticking fees and other fees and charges hereunder shall be computed on the basis of a year having three hundred sixty (360) days and calculated for the actual number of days elapsed. With respect to Base Rate Loans, ... | Label: Fees |
9576b0c9-c699-4a92-9a87-6ebf9665e705 | Clause:
The amendment contemplated hereby shall be effective as of May 31, 2016.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Bene... | Label: Effective Dates |
4e7f4232-48a2-4eed-b9ee-4b2a4d96367a | Clause:
As an employee of the Bank, the Executive will have access to and may participate in the origination of non-public, proprietary and confidential information relating to the Bank and/or its subsidiaries, and the Executive acknowledges a fiduciary duty owed to the Bank and its subsidiaries not to disclose impermi... | Label: Confidentiality |
5df37b38-06f9-4647-97cd-7578213ba3f8 | Clause:
Each Company shall (a) comply with all material federal, state, local, or foreign applicable statutes, rules, regulations, and orders including, without limitation, those relating to environmental protection, occupational safety and health, and equal employment practices; (b) comply with Anti-Corruption Laws, a... | Label: Compliance With Laws |
61196a2c-adc2-4b5e-94d0-187872ae4069 | Clause:
This First Amendment may be executed in any number of counterparts and by each of the undersigned on separate counterparts, and each such counterpart shall be deemed to be an original, but all such counterparts when taken together shall constitute but one and the same First Amendment. Signatures to this First A... | Label: Counterparts |
acd61d56-9b80-45f3-a5f6-5f9a93e2e31e | Clause:
No party may assign either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of the other party and any such assignment by a party without prior written approval of the other parties will be deemed invalid and not binding on such other parties; provided, ... | Label: Binding Effects |
f5597ea3-1eea-42b4-98ea-571af75a687d | Clause:
The Lender hereby acknowledges that it and/or its Affiliates from time to time may hold investments in, make other loans to or have other relationships with the Borrower and its Affiliates.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corrupt... | Label: Disclosures |
93d55fbd-5484-4c0c-ba4d-d0a1740b091b | Clause:
The Executive’s employment may be terminated in accordance with the Panama Labor Code, specifically including Article 210, Article 213 and Article 223 (the terms of which are set forth in Exhibit “A” hereto) and other related applicable laws or regulations.
Task: Classify this clause into ONE of these types (e... | Label: Applicable Laws |
34971c7d-4e87-4f83-865e-17d73e0c23fb | Clause:
This Agreement may be executed in any number of counterparts (including counterparts executed by less than all parties hereto), each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. A signed copy of this Agreement delivered by facsimile, e-mail ... | Label: Counterparts |
970e6a88-8c69-4657-9dcf-e69f2dfe0a55 | Clause:
Mortgagor is a corporation duly organized and in good standing under the laws of the State of Delaware and has the power to enter into and has authorized execution and delivery of this Mortgage. Mortgagor shall, at all times, preserve and maintain its existence and all of its rights, privileges and franchises a... | Label: Authorizations |
06172ccb-cfcb-4f65-9d2d-8ce488a45f70 | Clause:
The capitalization of the Company is as set forth on Schedule 3.1(g) , which Schedule 3.1(g) shall also include the number of shares of Common Stock owned beneficially, and of record, by Affiliates of the Company as of the date hereof. The Company has not issued any capital stock since its most recently filed p... | Label: Capitalization |
c6e0100e-521d-4f78-a8dd-9d84d1eba7f5 | Clause:
Sections 5, 6 and 11 shall survive termination of this Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments, Assigns, Authority, Authorizations, Base Salary, Benefits, B... | Label: Survival |
ab5790a8-9f1b-407b-8db3-4d0a44c17521 | Clause:
No amendment or waiver of any provision of this letter agreement, nor any consent or approval to any departure therefrom, shall in any event be effective unless the same shall be in writing and signed by the parties hereto.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Ag... | Label: Amendments |
4fbf8a3e-7f59-4e34-bf8c-a4c9dd8c3900 | Clause:
All capitalized terms used in this First Amendment and not otherwise defined shall have the same meanings herein as in the Agreement.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assig... | Label: Definitions |
bfb178e7-35d5-420a-8119-e8e774384869 | Clause:
The authorized capital stock of the Company consists of Twenty Thousand (20,000) shares of One Dollar ($1.00) par value common stock. Schedule 4.1.5 sets forth a true and correct capitalization table for the Company. All of the issued and outstanding capital stock of the Company was duly authorized, validly ... | Label: Capitalization |
473b132a-f5ad-4cb1-8e77-7d56b30e926d | Clause:
This Agreement, the Investment Agreement and the Certificate of Designations are intended by the parties as a final expression of their agreement, and are intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein ... | Label: Entire Agreements |
5816701c-d092-4c4e-a6ad-437c413b2ccd | Clause:
This Agreement may be executed in one or more counterparts, each of which shall be an original and all of which shall constitute but one and the same document.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, App... | Label: Counterparts |
248c7d7d-20c1-4446-9146-276b452bfe56 | Clause:
Tenant shall not conduct or permit to be conducted any activity, or place any equipment in or about the Premises or the Building which will in any way increase the rate of fire insurance or other insurance on the Building pertaining to the Permitted Use in compliance with the terms of the Lease provided that th... | Label: Insurances |
ff2361cb-614e-44f3-b565-3e0e5f6fcd7c | Clause:
The Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except (a) as required by federal securities law in connection with (i) any r... | Label: Publicity |
a55b6ec7-931b-46d3-9439-6867a090b530 | Clause:
The Service Provider has the full power and authority to enter into and consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement.
Task: Classify this clause into ONE of these typ... | Label: Authority |
b96b87be-2408-4aab-a48f-a7bc9861c3de | Clause:
Performance Awards will become vested on the Settlement Date to the extent that the applicable performance metrics have been achieved and provided that the participant is continuously employed by the Company until such time. Performance Awards will be settled in shares of Company common stock as soon as practic... | Label: Vesting |
668f0dcf-ca7f-4566-9fbc-6e09ca4b1d8e | Clause:
The Participant acknowledges that the RSUs and tandem Dividend Equivalents are subject to modification and termination in certain events as provided in this RSU Agreement and Article 13 of the Plan.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Ant... | Label: Adjustments |
2cb13cc7-2284-489c-a20f-6630482d5d9d | Clause:
The Borrower has filed or caused to be filed all federal, state, and local tax returns required to be filed by the Borrower and has paid or made arrangement for the payment of all taxes, assessments, and governmental charges and levies thereon, including any interest and penalties, to the extent the same have b... | Label: Taxes |
21ef76d3-88e2-43db-a547-0f05d920970a | Clause:
The Borrower will, and will cause each of its Subsidiaries to, (i) comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property (including without limitation Environmental Laws) and (ii) perform in all material respects its obligations under material agreeme... | Label: Compliance With Laws |
55766702-9d46-42c5-baa4-16c2ca5ef734 | Clause:
All notices, requests, demands and other communications to New Grantor provided for under the Security Agreement and any other Indenture Document shall be addressed to New Grantor at the address specified on the signature page of this Agreement, or at such other address as shall be designated by New Grantor in ... | Label: Notices |
ac455d17-59cc-4209-85d1-b44120cd2857 | Clause:
The invalidity or unenforceability of any provision of the Agreement shall not affect the validity or enforceability of the remaining provisions of the Agreement, and such invalid or unenforceable provision shall be stricken to the extent necessary to preserve the validity and enforceability of the Agreement, w... | Label: Severability |
b2070b17-6745-4f10-b51d-c673d1dfb4e2 | Clause:
When any Dividend Shares are to be paid on a Dividend Date to any Holder, the Company shall (i) (A) provided that the Company’s transfer agent (the “ Transfer Agent ”) is participating in the Depository Trust Company (“ DTC ”) Fast Automated Securities Transfer Program, credit such aggregate number of Dividend ... | Label: Payments |
7a731095-79d7-4beb-8dc8-688bc83e244c | Clause:
Except as set forth on Schedule 3.1(j) , there is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, governme... | Label: Litigations |
404ae541-baa6-408e-961e-1694edd80613 | Clause:
Neither party may assign or delegate any of its rights or obligations under this Agreement, except that the Company may, without the consent of the Executive, assign or delegate any of its rights or obligations under this Agreement to (i) any corporation or other business entity with which the Company may merge... | Label: Assignments |
34dbc600-5a13-4e33-9be7-a3addd0a9ad0 | Clause:
Any notice, consent or other communication under this Agreement shall be in writing and shall be delivered personally, telexed, sent by facsimile transmission or overnight courier (regularly providing proof of delivery) or sent by registered, certified, or express mail and shall be deemed given when so delivere... | Label: Notices |
6cb0d832-edbd-403a-8089-c86d8142a458 | Clause:
This Agreement may be executed in two (2) or more counterparts, each of which when so executed shall be deemed to be an original and, all of which taken together shall constitute one and the same Agreement and shall become effective when counterparts have been signed by each party and delivered to the other par... | Label: Counterparts |
f4271e6f-5d8f-4b31-a167-6bf1018576b2 | Clause:
The descriptive headings herein are inserted for convenience of reference only and are not intended to be a substantive part of or to affect the meaning or interpretation of this Agreement. Reference to any agreement, document or instrument means such agreement, document or instrument as amended or otherwise mo... | Label: Construction |
7d2af866-5b57-44dd-b452-3152ba0038c5 | Clause:
All of the direct and indirect Subsidiaries of the Company are set forth on Schedule 3.1(a) . The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsid... | Label: Subsidiaries |
819fdb16-0cc5-4e09-8935-29cef4435336 | Clause:
All your accrued but unpaid Base Salary as of the Departure Date will be paid to you promptly in accordance with applicable law, and your accrued but unused vacation as of the Departure Date, as reflected in the Company’s time off reporting system, will be paid to you in accordance with applicable law and the C... | Label: Vacations |
e304a142-ef0d-4c21-a2a5-6e2ccaea20a7 | Clause:
Each party’s obligations under this Section 2.16 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Credit Document.... | Label: Survival |
49c1abae-82af-477b-92c1-486facd2ac36 | Clause:
This Agreement contains the entire agreement between the Parties as to the subject matter hereof and supersedes all prior and contemporaneous agreements with respect to the subject matter hereof. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, and ... | Label: Entire Agreements |
37a8fd29-839d-4b8e-bf76-247c1f17d588 | Clause:
This Third Amendment shall be effective automatically and without necessity of any further action by the Borrower, the Administrative Agent or the Lenders when counterparts hereof have been executed by the Borrower, the Administrative Agent and the Majority Lenders, and all conditions to the effectiveness hereo... | Label: Effectiveness |
6b1aae9b-1c42-4fe2-8ebd-2e99a8d072d1 | Clause:
Borrowers and Lender hereby represent that they have dealt with no financial advisors, brokers, underwriters, placement agents, agents or finders in connection with the transactions contemplated by this Agreement except as disclosed to Lender. Borrowers hereby agrees to indemnify and hold Lender harmless from a... | Label: Brokers |
0d083976-ae4a-40e8-86f8-4eed8acbe5a7 | Clause:
Borrowers shall keep and maintain all Intellectual Property relating to the use or operation of the Properties and all Intellectual Property shall be held by and (if applicable) registered in the name of the applicable Borrower. Borrowers shall not Transfer or let lapse any Intellectual Property without Agent’s... | Label: Intellectual Property |
051a5f32-dcff-4552-84fc-5733526840ae | Clause:
Except as otherwise provided in this Section 10, this Agreement may not be amended or modified at any time except by a written instrument approved by the Board, and executed by the Companies and the Executive; provided , however , that any attempted amendment or modification without such approval and execution ... | Label: Amendments |
b4576db9-03f8-4412-b29e-2cfe7be5f46d | Clause:
As a term of your employment and a condition to this offer, you must execute Vocera’s Arbitration Agreement as attached hereto.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignments... | Label: Arbitration |
6122fc17-1c1a-4004-bd65-a248030c9396 | Clause:
This Memorandum of Lease may be executed in any number of counterparts, each of which shall be an original, but all of which shall together constitute one and the same document.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Ap... | Label: Counterparts |
d2809c4c-bd90-4111-8ee5-8e042e610108 | Clause:
(a) Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, (i) no ERISA Event has occurred or is expected to occur; (ii) there are no pending or, to the knowledge of any Group Member, claims, actions or lawsuits or action by any Governmental Authority, ... | Label: Erisa |
9be508c1-ac46-4350-99a4-524bb166a792 | Clause:
Borrower shall pay to Lender (a) $57,000 on the date hereof on account of Insurance Premiums and (b) on each Payment one-twelfth (1/12) of the Insurance Premiums that Lender estimates will be payable (initially $8,100 per month) for the renewal of the coverage afforded by the Policies upon the expiration thereo... | Label: Insurances |
7a901f2e-bf53-4c7d-9d14-5edff0a524eb | Clause:
The execution, delivery and performance by Clayton of the Transaction Documents to which it is a party have been duly authorized by all necessary corporate action on the part of Clayton and do not contravene or constitute a default under (i) any applicable law, rule or regulation, (ii) its organizational docume... | Label: Authorizations |
8ce60ab6-49a8-4783-8fc4-7bebbbae264a | Clause:
If any one or more provisions in this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, such provision shall be judicially modified accordingly to make such provision enforceable and if not possible to reasonably do so, such provision shall be deemed excluded from thi... | Label: Severability |
a82f8417-7ef5-4230-9e41-fc00564fa4c4 | Clause:
The execution, delivery and performance by each Loan Party and the Parent GP of each Loan Document to which such Person is a party, and the consummation of the Transaction, are within such Person’s corporate or other powers, have been duly authorized by all necessary corporate or other organizational action, an... | Label: Authorizations |
0966d4e4-5608-4604-86b6-1dcca3a916a1 | Clause:
The Company agrees to indemnify the Executive to the fullest extent provided under the Company’s Bylaws, on the same terms and conditions as indemnification is generally provided to the Company’s officers and directors, in the event that he was or is a party or is threatened to be made a party to any threatened... | Label: Indemnifications |
68c90472-646a-464b-825c-0a54c65e478e | Clause:
The Committee is authorized to designate any of the Awards that may be granted under Section 6 of the Plan as Performance Awards. The Committee may use such business criteria and other measures of performance as it may deem appropriate in establishing any performance conditions applicable to a Performance Award... | Label: General |
b59336fa-5302-425a-8e6f-d843677961d4 | Clause:
No rule of construction against the draftsperson shall be applied in connection with the interpretation or enforcement of this Agreement. When a reference is made in this Agreement to any “Section,” “Article” or “Schedule,” such reference shall be to such Section, Article or Schedule of this Agreement unless ot... | Label: Interpretations |
fd00a86f-96cb-4f57-8043-4292084ec77f | Clause:
The headings in this Agreement are inserted for convenience only and shall not constitute a part hereof. Except where the context requires otherwise, whenever used in this Agreement, the singular includes the plural, the plural includes the singular, the use of any gender is applicable to all genders and the wo... | Label: Interpretations |
80aa0f64-07a8-4f52-abb4-62c0e58df634 | Clause:
Failure or delay on the part of either party hereto to enforce any right, power or privilege hereunder shall not be deemed to constitute a waiver thereof. Additionally, a waiver by either party or a breach of any promise hereof by the other party shall not operate as or be construed to constitute a waiver of an... | Label: Waivers |
df065614-d705-4397-8f7c-00d87dd6ff58 | Clause:
The authorized and outstanding capital stock of the Company on a fully diluted basis as of the date of this Agreement and the Final Closing Date (not including the Units ) are set forth in the SEC Filings. Except as set forth in the SEC Filings, there are no options, warrants, or rights to subscribe to, securi... | Label: Capitalization |
fcadd861-d395-42d9-9e16-37a99c9f8a5a | Clause:
This Agreement, together with the attached Appendices and any executed SOWs and Change Orders, each of which are incorporated into this Agreement, constitute the entire agreement between the parties with respect to the specific subject matter of this Agreement and all prior agreements with respect such subject ... | Label: Entire Agreements |
6572e7d1-e7a1-4ca0-9b11-be6ef4da4e5d | Clause:
The representations and warranties of the Company hereunder and under the other Transaction Documents shall survive the execution and delivery hereof and the Final Closing hereunder for a period of three (3) years following the Final Closing Date.
Task: Classify this clause into ONE of these types (exactly one... | Label: Survival |
b362a6da-5996-411e-9fd3-537bb5cca27a | Clause:
To the extent Supplier or its Representatives use any know-how, processes, technology, trade secrets or other intellectual property owned by or licensed to Supplier or any of its Representatives (“ IP ”) in providing the Services, such IP (other than such IP licensed to Supplier by Buyer or its Affiliates, if a... | Label: Intellectual Property |
6da43fd1-bf77-402d-8300-c16fddc30180 | Clause:
This Termination Letter shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable Laws, Approvals, Arbitration, Assignme... | Label: Binding Effects |
b25975e8-4fdb-4b5a-998a-ebf52c17208a | Clause:
The Company shall reimburse Hudson Bay (a Buyer) or its designee(s) (in addition to any other expense amounts paid to any Buyer or its counsel prior to the date of this Agreement) for all costs and expenses incurred in connection with the transactions contemplated by the Transaction Documents (including all leg... | Label: Fees |
93d8d6ac-ac08-4142-8460-74b0ac358e87 | Clause:
This Agreement represents the entire agreement between the parties concerning the subject matter of your employment by the Company. It may be amended, or any of its provisions waived, only by a written document executed by both parties in the case of an amendment, or by the party against whom the waiver is asse... | Label: Entire Agreements |
172bb9a8-c9fd-443f-8be3-39f4af7285d8 | Clause:
Each Grantor hereby waives notice of the time and place of any public sale or the time after which any private sale or other disposition of all or any part of the Collateral may be made. To the extent such notice may not be waived under applicable law, any notice made shall be deemed reasonable if sent to the ... | Label: Waivers |
c4970ebd-4731-4426-8e18-de7a0f5129af | Clause:
The Lenders agree to indemnify the Administrative Agent and its Related Parties, ratably according to their pro rata share of the Aggregate Credit Facility Exposure (excluding Swing Line Loans), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, ... | Label: Indemnifications |
40854969-b522-4134-81b7-197b1c34d364 | Clause:
All notices, requests or other communications provided for in this Agreement shall be made, if to the Company, to Thermon Group Holdings, Inc., Attn: General Counsel, 100 Thermon Drive, San Marcos, Texas 78666, and if to the Holder, to the last known mailing address of the Holder contained in the records of the... | Label: Notices |
8c43f449-f182-457b-8ce1-328275bd9874 | Clause:
(a) audited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of each of the IHS and its subsidiaries and OPIS and its subsidiaries, for the three most recently completed fiscal years ended at least 90 days before the Second Amendment Effective Date; provided that... | Label: Financial Statements |
1eaebe60-a46b-4f23-83c8-86032cca0bc6 | Clause:
All covenants, obligations, representations and warranties and indemnities by the respective parties contained herein are intended to and shall remain true and correct as of the Closing, shall be deemed to be material, and shall survive the recordation of the Deed for a period of nine (9) months (the “ Survival... | Label: Survival |
f9599eb8-c5ec-49cd-ac9e-4535f15ffdd0 | Clause:
The execution and delivery of this Amendment and the performance of each Loan Party’s obligations under this Amendment (a) have been duly authorized by all requisite corporate and, if required, stockholder action of each of the Loan Parties and (b) will not (i) violate (A) any provision of law, statute, rule or... | Label: Authorizations |
16da4bf8-7318-4d39-86fa-d1e1487e9a78 | Clause:
No failure or delay on the part of the Agents, the Letter of Credit Issuing Bank or any Lender in exercising any right, power or privilege hereunder or under any other Credit Document and no course of dealing between an Obligor and any Agent, the Letter of Credit Issuing Bank or any Lender shall operate as a wa... | Label: No Waivers |
ab18b40c-9559-443d-9e05-8ca91b8a935d | Clause:
Borrower hereby acknowledges the rights and remedies of Lender set forth in Section 9.1, including but not limited to, Lender’s ability to occupy Borrower’s premises and operate Borrower’s business. Borrower hereby waives any cause of action it may have against Lender arising in connection with the exercise by ... | Label: Waivers |
2d3bef47-c011-4bf0-8c9a-c04badd9de1a | Clause:
The Seller is in compliance in all material respects with all Laws applicable to it, its business or properties or the Receivables Assets, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.
Task: Classify this clause int... | Label: Compliance With Laws |
d6376c42-162e-443d-8169-26f6d81c6596 | Clause:
Notice given by one party to the other party shall be delivered to the addresses set forth in this Agreement until either party notifies the other party in writing of change of address. As long as such notice was delivered to the addresses set forth in this Agreement, it shall be deemed validly given on: the se... | Label: Notices |
9f78b95a-71a2-4813-911e-2fe28129f21e | Clause:
This Agreement shall be governed and construed in accordance with the Laws of the State of Maryland without giving effect to the principles of conflicts of law thereof.
Task: Classify this clause into ONE of these types (exactly one label):
Adjustments, Agreements, Amendments, Anti-Corruption Laws, Applicable ... | Label: Governing Laws |
a088c273-62ba-4017-8865-5d8d5c062618 | Clause:
Schedule 5.8 hereto contains an accurate list of all Subsidiaries of the Company as of the date of this Agreement, setting forth their respective jurisdictions of incorporation or organization and the percentage of their respective capital stock owned by the Company or other Subsidiaries. All of the issued and ... | Label: Subsidiaries |
e3a3bd77-5e76-410d-8697-71e991816680 | Clause:
Each of the Parties acknowledges and agrees that the other Party would be damaged irreparably in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached. Accordingly, each of the Parties agrees that the other Parties shall be entitle... | Label: Specific Performance |
4e810ba3-4229-487c-96ec-d90e8ee7444a | Clause:
This offer letter, including, but not limited to the at-will provision above, may not be amended or modified other than by a written agreement designated as an amendment and executed by you and the CEO, following approval of the Board, although the Company reserves the right to unilaterally modify your compensa... | Label: Modifications |
39353f21-f346-4b5f-862a-6ee042862b47 | Clause:
(a) Any and all payments by or on account of any obligation of either Borrower or any other Loan Party hereunder or under any other Loan Document shall be made free and clear of and without deduction for any Taxes, except as required by applicable law (as determined in the good faith discretion of the applicabl... | Label: Taxes |
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