Datasets:

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scholarly360

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contracts-extraction-instruction-llm-experiments

like 7

[ { "input": "Each representation and warranty of IA contained in this Agreement (i) shall have been true and correct as of the date of this Agreement, and (ii) shall be true and correct on and as of the Closing Date with the same force and effect as if made on the Closing Date. Grom shall have received a certificate with respect to the foregoing signed on behalf of IA by an authorized officer of IA (\" IA Closing Certificate \").", "output": "Grom" } ]

[ { "input": "(i) A Participant may be required to pay to a member of the Combined Group, and each member of the Combined Group shall have the right and is hereby authorised to withhold from any Shares or other property deliverable under any Award or from any compensation or other amounts owing to a Participant the amount (in cash, Shares or other property) of any required tax withholding and payroll taxes in respect of an Award, its exercise, or any payment or transfer under an Award or under the Plan and to take such other action as may be necessary in the opinion of the Company to satisfy all obligations for the payment of such taxes.", "output": "the Combined Group" } ]

[ { "input": "The Employee agrees not to export, directly or indirectly, any United States technical data acquired from the Company, or any products utilizing such data, to any country(ies) outside of the United States, because such export could be in violation of United States export laws or regulations (or other laws or regulations).", "output": "the United States" } ]

[ { "input": "On or as soon as practicable following the Effective Date, Parent shall grant to the Executive a combination of restricted stock units (“ RSUs ”) and an option to purchase common stock of Parent (an “ Option ”), pursuant to Parent’s 2017 Omnibus Equity Plan (the “ Equity Plan ”).  The RSUs and Option shall have an aggregate value of $1,000,000 on the date of grant, with the Option valued based on its Black-Scholes value and RSUs valued based on the present market value of the underlying common stock of Parent, in each case as of the date of grant.  For future years, the Executive will be eligible to receive equity grants commensurate with her position, as determined by the Compensation Committee of Parent.", "output": "1,000,000" } ]

[ { "input": "Executive shall receive four installment payments (on July 22, August 5, August 19, September 2) equal to Executive's current base salary through October 2016, equaling a total of Twenty-Nine Thousand Two Hundred Thirty-One Dollars and 88/100 ($29,230.88) (the \" Salary Amount \") minus all relevant taxes and other withholdings to be paid according to the Company's regular payroll practices starting on the first pay period following the Effective Date but no later than 60 days following the Separation Date. Notwithstanding the foregoing, no payment shall be made or begin before the Effective Date of this Agreement.", "output": "88/100 ($29,230.88" } ]

[ { "input": "Without limiting the provisions of subsection (a) above, the Loan Parties shall timely pay to the relevant Governmental Authority in accordance with applicable Laws, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.", "output": "Governmental Authority" } ]

[ { "input": "Parent and MYnd California shall retain or cause to be retained all Tax Returns, material schedules and material work papers, and all material records or other material documents relating thereto in their possession, in each case that relate to a Pre-Closing Period, until the expiration of all applicable statutes of limitations (the “ Retention Period ”). Upon the expiration of the Retention Period, the foregoing information may be destroyed or disposed of by the Party retaining such documentation or other information unless the other Party otherwise requests in writing before the expiration of the Retention Period. In such case, the Party retaining such documentation or other information shall deliver such materials to the other Party at the expense of such other Party.", "output": "Party" } ]

[ { "input": "Any day that is not a Saturday, Sunday or banking holiday in the State of Tennessee.", "output": "Sunday" } ]

[ { "input": "This Agreement shall be governed by, interpreted under, and construed and enforced in accordance with the internal laws, and not the laws pertaining to conflicts or choice of laws, of the State of New York applicable to agreements made and to be performed wholly within the State of New York.", "output": "New York" } ]

[ { "input": "In addition to the recovery right described in Section 8.6, if the Company is required to prepare an accounting restatement that would trigger recoupment under the Company’s Recoupment Policy, any amount to be repaid by a Participant under the Recoupment Policy may be withheld by the Company from amounts otherwise payable by the Company to the Participant under this Plan to the extent permitted by applicable law and in a manner that complies with Code Section 409A or an applicable exemption.", "output": "Section 8.6" } ]

[ { "input": "Iovance shall arrange for the examination of the Product or Iovance Materials by recipient as soon as practicable after receipt. Notice of all claims arising out of: (1) visible damage to or total or partial loss of Product in transit or (2) non-delivery shall be given in writing to Company and the carrier as soon as possible by Iovance or Iovance’s designee.", "output": "Product" } ]

[ { "input": "In the discretion of the Board of Directors of the Corporation (or any appropriate committee thereof), you will be eligible to receive a grant of restricted stock units (“ RSUs ”) with a grant date fair value equal to $325,000 pursuant to the Corporation’s equity compensation plans as in effect from time to time. Such grant of RSUs shall be made in the fourth quarter of 2017. Subject to your continued employment with the Company Group, such RSUs shall vest in substantially equal annual installments on each of the first three anniversaries of the grant date.", "output": "the fourth quarter of 2017" } ]

[ { "input": "The term (“ Term ”) of this Agreement shall commence on the date hereof and shall immediately terminate upon the earliest of, without the need for any further action by any person, (i) the mutual agreement of the Parties, (ii) the Closing (iii) the termination of the Merger Agreement and (iv) the amendment of the Merger Agreement without the prior written consent of the Principal Stockholders in any manner that could be reasonably likely to (x) increase the number of shares of the Buyer Common Stock issuable to the Seller at the Closing or (y) provide the Seller or any affiliate thereof with greater rights with respect to the operations or management of Buyer following the Closing.", "output": "Buyer" } ]

[ { "input": "Any notice under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally or when deposited in the United States mail, registered, postage prepaid, and addressed, in the case of the Company, to the Company's Secretary at Federated National Holding Company, 14050 N.W. 14 th Street, Suite 180, Sunrise, Florida  33323, or if the Company should move its principal office, to such principal office, and, in the case of the Recipient, to the Recipient's last permanent address as shown on the Company's records, subject to the right of either party to designate some other address at any time hereafter in a notice satisfying the requirements of this Section.", "output": "Company" } ]

[ { "input": "Agent shall have received evidence from Borrower that Borrower has (i) repaid in full all Indebtedness for borrowed money of the Target under the Target’s current credit facilities and (ii) delivered to Agent all documents or instruments   needed to release all Liens securing such Indebtedness or other obligations of the Target and its Subsidiaries under such credit facilities, in each case, satisfactory to Agent.", "output": "Agent" } ]

[ { "input": "The Permal Contributor will at the Closing have sufficient immediately available funds, in cash, to pay the Cash Amount and any other amounts to be paid pursuant to Article II by the Permal Contributor. Assuming that all representations in Article IV are true and correct, the consummation of the Closing, including the payment of any amounts to be paid by the Permal Contributor pursuant to Article II , and the other Transactions, and payment of all related fees and expenses of the Permal Contributor and the Permal Entities in connection therewith, will not cause the Permal Entities to become insolvent.", "output": "Article II" } ]

[ { "input": "Holder is an \"accredited investor\" within the meaning of Rule 501 of Regulation D of the Securities and Exchange Commission (the \" SEC \"), as presently in effect.", "output": "the Securities and Exchange Commission" } ]

[ { "input": "The Committee and each member thereof shall be entitled to, in good faith, rely or act upon any report or other information furnished to him or her by any officer or employee of the Company or any of its Affiliates, the Company’s legal counsel, independent auditors, consultants or any other agents assisting in the administration of the Plan.  Members of the Committee and any officer or employee of the Company or any of its Affiliates acting at the direction or on behalf of the Committee shall not be personally liable for any action or determination taken or made in good faith with respect to the Plan, and shall, to the fullest extent permitted by law, be indemnified and held harmless by the Company with respect to any such action or determination.", "output": "Company" } ]

[ { "input": "Provided that an Event of Default has occurred and is continuing, Bank may, at any time, apply or set off against Guarantor’s Obligations under this Guaranty any deposits or other monies owed by Bank to Guarantor; provided that to the extent prohibited by applicable law as described in the definition of “Excluded Swap Obligation,” no amounts received from, or set off with respect to, Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor.", "output": "Bank" } ]

[ { "input": "Sellers shall pay at the Closing any prorated rent and impounds under the Master Lease (and any related subleases) for the period from the Closing through the end of the calendar month in which the Closing occurs, plus the rents and impounds payable for the first full month under the Master Lease (and any related subleases).", "output": "the first full month" } ]

[ { "input": "If this Guaranty is signed by more than one Person as “Guarantor”, then the term “Guarantor” as used in this Guaranty shall refer to all such Persons jointly and severally, and all promises, agreements, covenants, waivers, consents, representations, warranties and other provisions in this Guaranty are made by and shall be binding upon each and every such undersigned Person, jointly and severally and Administrative Agent on behalf of Lenders may pursue any Guarantor hereunder without being required (i) to pursue any other Guarantor hereunder or (ii) pursue rights and remedies under the Security Instruments and/or applicable Legal Requirements with respect to the Property or any other Loan Documents.", "output": "Guaranty" } ]

[ { "input": "The Company hereby grants to the Non-Employee Director an initial Option to purchase from the Company all or any part of Shares Granted Shares in accordance with Section 10.1(a) of the Company’s 2001 Omnibus Plan at the purchase price set forth on the signature page of this Agreement.", "output": "Section 10.1(a)" } ]

[ { "input": "This Agreement and General Release sets forth the entire agreement between the parties hereto and fully supersedes any prior agreements or understandings between the parties; provided, however, that notwithstanding anything in this Agreement and General Release, the provisions in the Severance Agreement that are intended to survive termination of the Severance Agreement, including but not limited to those contained in Articles 8, 9 and 10, 13 and in Section 17.2 thereof, shall survive and continue in full force and effect. Employee acknowledges the Executive has not relied on any representations, promises, or agreements of any kind made to the Executive in connection with the Executive’s decision to accept this Agreement and General Release.", "output": "the Severance Agreement" } ]

[ { "input": "All terms used in this Amendment shall have the same definitions as used in the CEO Agreement, unless otherwise provided herein. All references to the “Agreement” in this Amendment or in the CEO Agreement shall include all modifications made by this Amendment, unless provided otherwise.", "output": "the CEO Agreement" } ]

[ { "input": "Effective as of the Execution Date, Tenant’s Pro Rata Share shall be calculated based on the rentable square footage of 100% of the Building.  Accordingly, the last sentence of Section 4.02(c) of the Existing Lease is hereby amended by deleting “95%” and replacing it with “100%.”  Effective as of the April 1, 2017, Tenant’s Pro Rata Share shall be 53.34%.  For the avoidance of doubt, Tenant’s Pro Rata Share will be recalculated if the rentable square footage of the Building increases.", "output": "53.34%" } ]

[ { "input": "In consideration for and contingent upon Executive’s receipt of the payments and benefits set forth in Section 2(a)-(c) above, Executive shall execute and deliver the General Release within twenty-one (21) days of the Separation Date. The payments and benefits set for in Section 2(a)-(c) above will be forfeited, if Executive fails to execute and deliver the General Release within the time period provided in this Section 3 or revokes the General Release. The Release Effective Date shall be the 8 th day after the Executive signs and returns the General Release to the Company, provided that the Executive does not revoke any part of the General Release within the 7-day revocation period.", "output": "the 8 th day" } ]

[ { "input": "Executive shall not be required to mitigate the amount of any payment provided for in this Section 8 by seeking other employment or otherwise, nor shall the amount of any payment provided for in this Section 8 be reduced by any compensation earned by the Executive as the result of employment by another employer or business or by profits earned by Executive from any other source at any time before and after the termination date. The Company’s obligation to make any payment pursuant to, and otherwise to perform its obligations under, this Agreement shall not be affected by any offset, counterclaim or other right that the Company may have against Executive for any reason.", "output": "Company" } ]

[ { "input": "This Agreement will be terminated and of no force or effect, the parties hereto will have no liability hereunder (other than with respect to monies due and owing by Achieve to Rights Agent), and no payments will be required to be made, upon the earlier of (a) the expiration of the CVR Term, or (b) the termination of any payment obligations pursuant to Section 4.4.", "output": "Achieve" } ]

[ { "input": "Consultant shall submit separate invoices monthly for each Task Order and such invoices shall include a breakdown of all charges and expenses, if any, incurred during the month together with the Project Number shown on the Task Order.  Invoices shall be due and payable within thirty (30) days after receipt by AV’s Accounts Payable Group.  Invoices shall be sent to the attention of the Accounts Payable Group; AeroVironment, Inc.,   via e-mail to [email protected] , and also reference the Task Order Number as well as your organization’s name in the subject line or by mail to P.O. Box 5031, Monrovia, CA  91107 .  Unless otherwise agreed at the time individual Task Orders are accepted, all payments shall be made in US dollars.", "output": "the Accounts Payable Group" } ]

[ { "input": "Upon receipt by LESSOR of a refund of all or any part of any Taxes (including any deductions or withholdings referred to in Article 5.7) which LESSEE has paid, LESSOR will pay to LESSEE the net amount of such Taxes refunded.", "output": "Article 5.7" } ]

[ { "input": "If the date of any Payment Date, Redemption Date or Stated Maturity shall not be a Business Day, then notwithstanding any other provision of the Notes or this Indenture, payment need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on the nominal date of any such Payment Date, Redemption Date or Stated Maturity date.", "output": "the next succeeding Business Day" } ]

[ { "input": "The Company agrees to pay CONSULTANT an advisory consulting fee totaling [ ] Hundred Thousand Dollars ($[ ]) for the Term by same day wire transfer to the bank designated by CONSULTANT. In addition, the Company agrees to pay the reasonable legal fees of CONSULTANT’s counsel not in excess of $25,000.", "output": "CONSULTANT" } ]

[ { "input": "This Award Agreement will be governed by the laws of Washington, without giving effect to the conflict of law principles thereof. For purposes of litigating any dispute that arises under the Restricted Stock Units or this Award Agreement, the parties hereby submit to and consent to the jurisdiction of the State of Washington, and agree that such litigation will be conducted in the courts of Seatle, Washington or the federal courts for the United States for the District of Washington, and no other courts.", "output": "This Award Agreement" } ]

[ { "input": "If any Lender requests compensation under Section 3.04 or delivers a notice under Section 3.02 , or if the Company is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 3.01 and, in each case, such Lender has declined or is unable to designate a different lending office in accordance with Section 3.06(a) , the Company may replace such Lender in accordance with Section 10.13 .", "output": "Section 3.06(a)" } ]

[ { "input": "Subject to the terms and conditions of this Agreement, on September 30, 2016 or such earlier date as Buyer and the Company may agree (the “ Closing Date ”), Company shall issue and sell to Buyer, and Buyer shall purchase in two equal tranches, a number of newly-issued shares of common stock of the Company equal to a total of 19.9% of the total number of issued and outstanding shares of common stock of the Company, as measured on the date of this Agreement, for a price of $0.45 per share (the shares to be purchased, the “ Shares ”).  The first tranche will be purchased at the closing date and the second tranche must be purchased by December 31, 2016.", "output": "second" } ]

[ { "input": "The Board of Directors shall meet at least semi-annually (unless the Members or the Board of Directors otherwise determine) on such dates as the Board of Directors may agree in writing. Additional meetings shall be held at the written request of any director on five business days’ notice issued to all directors by the director requesting the meeting. Unless otherwise agreed by the Board, the meetings shall alternate between a location reasonably designated by the AVI directors and a location reasonably designated by the WVI directors.", "output": "the Board of Directors" } ]

[ { "input": "This Contract shall become effective on the date (“ Effective Date ”) of receipt by Hawaiian Electric of the Commission’s final or interim Commission Approval Order, and Hawaiian Electric will provide Seller with written notice of the same within five (5) business days from receipt by Hawaiian Electric. Alternatively, the Parties may agree in writing that some other date shall be deemed the Effective Date. Neither Party shall have any binding obligations under this Contract until the Effective Date, except that the Parties agree that upon full execution of this Contract they will be bound by Section 2.2 (Regulatory Approval), Section 11.1 (Force Majeure), Section 12.1 (Compliance with Laws and Regulations), Section 14.1 (Indemnity) and all provisions of Article XVI and Article XVII .", "output": "Hawaiian Electric" } ]

[ { "input": "Except as otherwise provided in this Article 7 , and subject to any additional terms in the grant thereof, Shares of Restricted Stock granted herein may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated until fully vested.", "output": "7" } ]

[ { "input": "This Agreement shall inure to the benefit of and be binding upon the Company and FBR and their respective successors and the affiliates, controlling persons, officers and directors referred to in Section 11 hereof. References to any of the parties contained in this Agreement shall be deemed to include the successors and permitted assigns of such party. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and permitted assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party.", "output": "FBR" } ]

[ { "input": "This Agreement shall be governed by the internal laws, and not the laws of conflict, of the State of Delaware. The invalidity of any provision of this Agreement shall not affect any other provision of this Agreement, which shall remain in full force and effect.", "output": "Delaware" } ]

[ { "input": "Neither Landlord nor Tenant shall record this Lease; provided, however, Landlord and Tenant agree to execute and mutually deliver and record, within 20 days after the Effective Date, a Memorandum of Lease in the form attached hereto as Exhibit G . The provisions of this Lease shall control, however, with regard to any omissions from, or provisions hereof which may conflict with, the Memorandum of Lease.", "output": "Tenant" } ]

[ { "input": "To the extent applicable, it is intended that this Agreement and the Plan comply with the provisions of Section 409A of the Code. This Agreement and the Plan shall be administered in a manner consistent with this intent, and any provision that would cause the Agreement or the Plan to fail to satisfy Section 409A of the Code shall have no force and effect until amended to comply with Section 409A of the Code (which amendment may be retroactive to the extent permitted by Section 409A of the Code and may be made by the Company without the consent of Grantee).", "output": "Company" } ]

[ { "input": "The Conoco General Provisions – Domestic Crude Oil Agreements, dated January 1, 1993, which are attached as Exhibit A , with those certain Buy/Sell Amendments thereto, dated February 26, 2009, which are attached as Exhibit B (as so amended, the “ General Terms ”) are incorporated herein by reference. Except to the extent otherwise specified in the main body of this Agreement, the General Terms shall apply to the purchase and sale of the Crude Oil under this Agreement. If any ambiguity or conflict should arise between the main body of this Agreement and the General Terms, the provisions of the main body of this Agreement shall prevail.", "output": "the General Terms" } ]

[ { "input": "Each Credit Party shall maintain its primary deposit accounts and operating accounts at Agent in accordance with the standard account documents of Agent such that at least 80% of the aggregate amount of cash of such Persons are in deposit accounts at Agent.", "output": "Agent" } ]

[ { "input": "HOLDER hereby assigns, transfers and conveys all of its right, title and interest in all of the Debt to the Company which are hereby redeemed in full by the Company in exchange for the Company issuing 1005 Series A Convertible Preferred Shares (the \"Shares\") with a Stated Value, as defined in the Certificate, of One Million and Five Thousand U.S. dollars ($1,005,000.00 U.S.).", "output": "Company" } ]

[ { "input": "Effective as of the Closing: (a) Sellers hereby irrevocably assign and delegate to Buyer all of their rights, remedies, duties and obligations under the Transaction Documents; and (b) Buyer, by its execution of this Agreement, hereby purchases, assumes and accepts such assignment and delegation and agrees to be bound by the terms and conditions of the Note Purchase Agreement and the other Transaction Documents.", "output": "Buyer" } ]

[ { "input": "For purposes of complying with state Securities Laws, the Purchaser is a resident of New York.", "output": "New York" } ]

[ { "input": "Lessor and Lessee are parties to that certain Purchase Agreement, dated of even date herewith, by and among Lessee, the Companies named therein, Lessor, and Celadon Group, Inc., as Parent (the “ Purchase Agreement ”), and that certain Lease Agreement of even date herewith between the parties hereto (the \" Underlying Lease ” and, together with the Purchase Agreement, the “ Prior Agreements ”).  Pursuant to the Prior Agreements, Lessor has control over the Rolling Stock (as defined below) and has licensed such Rolling Stock with the requisite state authorities.  By virtue of this Lease, the parties desire that Lessor lease such licensed Rolling Stock to Lessee.", "output": "Lessor" } ]

[ { "input": "You agree that in the event you violate the confidentiality, non-competition, non-solicitation or non-disparagement provisions of any agreement between you and the Company or any Subsidiary, or any plan of the Company or any Affiliate in which you participate, including without limitation, the non-solicitation provisions of Section 9 below, all of your RSUs for which the restrictions have not previously lapsed in accordance with Section 2 shall be forfeited to the Company and all of your rights to receive any Shares in the future pursuant to the RSUs shall automatically terminate without any payment of consideration by the Company.", "output": "Section 2" } ]

[ { "input": "Subject to Section  8.4 , (i) immediately upon the occurrence and during the continuance of an Event of Default under Section  8.1(A) , 8.1(B) , 8.1(I) or 8.1(J) or (ii) at the election of the Required Lenders upon the occurrence and during the continuance of any other Event of Default, the Borrower shall pay interest on the aggregate outstanding principal amount of the Term Loans and any other Obligations at the Default Rate, such interest being due and payable on demand. Interest continues to accrue on the Obligations after the filing by or against the Borrower of any petition seeking any relief in bankruptcy or under any Debtor Relief Law.", "output": "Section  8.4 ," } ]

[ { "input": "In addition to the other requirements of this Section 6 , Tenant shall, no later than the second (2 nd ) business day of each month until the Tenant Improvements are complete, provide Landlord with an estimate of (a) the percentage of design and other soft cost work that has been completed, (b) design and other soft costs spent through the end of the previous month, both from commencement of the Tenant Improvements and solely for the previous month, (c) the percentage of construction and other hard cost work that has been completed, (d) construction and other hard costs spent through the end of the previous month, both from commencement of the Tenant Improvements and solely for the previous month, and (e) the date of substantial completion of the Tenant Improvements.", "output": "this Section 6" } ]

[ { "input": "Acquiror has, and at the Closing will have, available cash sufficient to consummate the transactions contemplated by this Agreement, including the funds necessary to pay the aggregate Cash Purchase Price pursuant to Section 1.10 and all other amounts required to be paid in connection with the consummation of the transactions contemplated by this Agreement and all Ancillary Agreements and to allow Acquiror to perform all of its obligations under this Agreement and pay all fees and expenses to be paid by Acquiror related to the transactions contemplated by this Agreement.", "output": "Acquiror" } ]

[ { "input": "The Payee may assign, participate, transfer or otherwise convey this Note and any of its rights or obligations hereunder or interest herein to any affiliate of Payee and to any other Person that the Company consents to (such consent not to be unreasonably withheld or delayed), and this Note shall inure to the benefit of the Payee’s successors and assigns. The Company shall not assign or delegate this Note or any of its liabilities or obligations hereunder.", "output": "Company" } ]

[ { "input": "In no event shall Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to Executive under any of the provisions of this Agreement and such amounts shall not be reduced whether or not Executive obtains other employment.", "output": "Executive" } ]

[ { "input": "Subject to the provisions of Section 5 hereof, the Units are subject to forfeiture by Participant at any time during the applicable Restriction Period immediately upon termination of Participant’s employment with the Company or a Subsidiary. Upon any such forfeiture, all rights of Participant with respect to the forfeited Units shall terminate and Participant shall have no further interest of any kind therein.", "output": "Participant" } ]

[ { "input": "Promptly following the execution of this Agreement, the Board shall take all necessary actions (including increasing the number of members of the Board of Directors of the Company (the “Board”) to ten) to nominate and appoint Mr. Nils Larsen as a director of the Company (the “New Independent Director”) with a term expiring at the 2017 annual meeting of stockholders (the “2017 Annual Meeting”). In due course, the Board and the appropriate committee(s) of the Board shall take all necessary actions to nominate the New Independent Director for election at the 2017 Annual Meeting for a further term expiring at the 2020 annual meeting of stockholders (the “2020 Annual Meeting”).", "output": "2020" } ]

[ { "input": "The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement, it being understood that each of Parent, SuckerPunch and the SuckerPunch Shareholder actively participated in the drafting hereof. Words in the singular shall be deemed to include the plural and vice versa and words of one gender shall be deemed to include the other gender as the context requires.", "output": "SuckerPunch" } ]

[ { "input": "Purchaser shall have received such other certificates, documents and financing statements as Purchaser may reasonably request, including one or more financing statements satisfactory to Purchaser to create, evidence and perfect the sale of the Purchased Royalty Interests pursuant to Section 2.01(c) and the back-up security interest granted pursuant to Section 2.01(d).", "output": "one" } ]

[ { "input": "All communications and notices hereunder shall (except as otherwise expressly permitted herein) be in writing and given as provided in Section 10.01 of the Credit Agreement.  All communications and notices hereunder to a Guarantor shall be given in care of the Borrowers.", "output": "Section 10.01 of" } ]

[ { "input": "This Agreement shall be governed by and construed in accordance with the laws of the State of California applicable to contracts to be executed, and entirely to be performed, in such State, and in any event without giving effect to any choice or conflict of law provisions of such State.", "output": "California" } ]

[ { "input": "After the date hereof, at the reasonable request of the other party, TWH and NCAP shall execute and deliver or cause to be executed and delivered to the other party such bills of sale (or other instruments) as required by this Agreement, in order to implement the transactions contemplated by this Agreement.", "output": "TWH" } ]

[ { "input": "Acquisition Agreement ” — that certain Contribution Agreement and Agreement and Plan of Merger, dated as of November 7, 2018 (as amended, modified, supplemented or waived solely in accordance with Section 7.02(b)), by and among Anadarko, the General Partner, the Borrower, Anadarko E&P Onshore LLC, APC Midstream Holdings, LLC, Western Gas Equity Holdings, LLC, Western Gas Equity Partners, LP, Clarity Merger Sub, LLC, WGR Asset Holding Company LLC, WGR Operating, LP, Kerr-McGee Gathering LLC, Kerr-McGee Worldwide Corporation and Delaware Basin Midstream, LLC.", "output": "WGR Asset Holding Company LLC" } ]

[ { "input": "Unless Administrative Agent otherwise consents in writing, in order to facilitate Administrative Agent’s and the Lenders’ maintenance and monitoring of their security interests in the Collateral, maintain all of their deposit accounts and securities accounts (a) with an institution that has entered into a control agreement with Administrative Agent and the applicable Loan Party granting “control” (as defined in the UCC) of such accounts to Administrative Agent and otherwise in form and substance satisfactory to Administrative Agent, and (b) in a structure acceptable to Administrative Agent. For the avoidance of doubt, all receivables of each Loan Party shall be deposited into a deposit account that meets the requirements of this Section 10.10 .", "output": "Administrative Agent" } ]

[ { "input": "On each day that a new Receivable is created, and when sold or contributed to the Buyer hereunder, such Originator shall be deemed to have certified that all representations and warranties set forth in this Article V are true and correct in all material respects on and as of such day as though made on and as of such day, except for representations and warranties which apply as to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such date). Notwithstanding any other provision of this Agreement or any other Transaction Document, the representations contained in this Article shall be continuing and remain in full force and effect until the Final Payout Date.", "output": "this Article V" } ]

[ { "input": "Employee shall accrue four (4) weeks of vacation annually; provided, however , that vacation leave planned by Employee prior to the Effective Date for the months of March, April and July 2016 is hereby authorized and approved, and shall not be counted against any portion of the four (4) weeks of annual vacation leave provided for in this Section.  For purposes of entitlement, vacation is accrued monthly from the Effective Date.", "output": "the four (4) weeks" } ]

[ { "input": "The dollar thresholds and coverage ratios set forth in Section 9.20 of this Agreement (including the Covenant Model) shall have been agreed to by the Collateral Agent and the Borrower.", "output": "Section 9.20 of this Agreement" } ]

[ { "input": "In addition to any other remedies provided in this Section 7, all amounts payable under this Agreement are subject to any policy, whether in existence as of the Effective Date or later adopted, established by Tyson that provides for the clawback or recovery of amounts that were previously paid to you in accordance with and pursuant to the terms and conditions of such policy. Tyson will make any determinations for clawback or recover in its sole discretion and in accordance with any applicable law or regulation.", "output": "Tyson" } ]

[ { "input": "The annual Base Rent due during each Optional Extension Term for which Tenant shall have exercised its extension option right shall be equal to the greater of (i) ninety-five percent (95%) of the Market Rent (as defined herein) or (ii) the annual Base Rent that was in effect under this Lease immediately preceding such Optional Extension Term; provided that, commencing on the first day after the conclusion of the first twelve (12) full calendar months of such Optional Extension Term and then continuing annually thereafter on each anniversary of such date, the Base Rent shall be increased by (1.75%) above the previous year’s Base Rent.", "output": "the previous year’s" } ]

[ { "input": "Receipt by the Agent and the Lenders of Partner’s Form 10-K (including audited consolidated financial statements) filed with the SEC for the fiscal year ended December 31, 2015 and Partner’s Form 10-Q (including unaudited consolidated financial statements) filed with the SEC for the fiscal quarter ended September 30, 2016.", "output": "the fiscal year ended December 31, 2015" } ]

[ { "input": "The Committee may amend, suspend or terminate the Plan at any time in its sole and absolute discretion. Any amendment or termination of the Plan shall not, however, affect the right of a participant to receive any earned but unpaid incentive bonus.", "output": "Plan" } ]

[ { "input": "Landlord and Tenant acknowledge and agree that the Suite 345 Expansion Space is the same space as Suite 345 described in Section 17.5(c)(i) of the Lease, and the Suite 365 Expansion Space is the same space as Suite 350 described in Section 17.S(c)(ii) of the Lease (notwithstanding the use of different suite numbers). Accordingly, Section 17.5(c) of the Lease is hereby deleted in its entirety and of no further force and effect, and the terms of this First Amendment shall control with respect thereto.", "output": "345" } ]

[ { "input": "The provisions of Section 9 of the Securities Purchase Agreement are hereby incorporated by reference herein, mutatis mutandis .", "output": "Section 9 of the Securities Purchase Agreement" } ]

[ { "input": "PMH is in compliance in all material respects with all applicable legal requirements.  PMH is not in default or violation of any order, writ, injunction, decree or demand of any Governmental Authority, the violation of which might adversely affect the condition (financial or otherwise) or business of PMH.", "output": "PMH" } ]

[ { "input": "Upon request, Vendor shall furnish to HealthTrust and each Purchaser a copy of Vendor’s registration certificate and number within each taxing jurisdiction prior to collecting such sales or use taxes. If a Purchaser is tax-exempt, such Purchaser shall furnish Vendor with any documents necessary to demonstrate its tax-exempt status, and Vendor shall honor Purchaser’s tax-exempt status as appropriate under applicable state law. Vendor shall also provide to each Purchaser Vendor’s Federal Tax Identification number upon request.", "output": "Vendor" } ]

[ { "input": "Upon the occurrence of any event triggering the prepayment requirement under clauses  (i) through and including (iv)  above, the Parent Borrower shall promptly deliver a Notice of Prepayment to the Administrative Agent and upon receipt of such notice, the Administrative Agent shall promptly so notify the Lenders. Each prepayment of the Loans under this Section shall be applied as follows: first, to reduce on a pro rata basis to the remaining scheduled principal installments of the Term Loans, pursuant to Section  4.4 and (ii) second, to the extent of any excess, to repay the Revolving Credit Loans pursuant to Section 2.4(f) , without a corresponding reduction in the Revolving Credit Commitment.", "output": "first" } ]

[ { "input": "No Borrower or Subsidiary is engaged, principally or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying any Margin Stock. No Loan proceeds or Letters of Credit will be used by Borrowers to purchase or carry, or to reduce or refinance any Debt incurred to purchase or carry, any Margin Stock or for any related purpose governed by Regulations T, U or X of the Board of Governors, except to the extent in compliance with Regulations T, U or X of the Board of Governors.", "output": "the Board of Governors" } ]

[ { "input": "To the extent that this Agreement imposes obligations on Affiliates of a Party, such Party agrees to cause its Affiliates to perform such obligations and a breach by such Affiliate shall be considered a breach by such Party.", "output": "Party" } ]

[ { "input": "No Borrower or Subsidiary is engaged, principally or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying any Margin Stock. No Loan proceeds or Letters of Credit will be used by Borrowers to purchase or carry, or to reduce or refinance any Debt incurred to purchase or carry, any Margin Stock or for any related purpose governed by Regulations T, U or X of the Board of Governors, except to the extent in compliance with Regulations T, U or X of the Board of Governors.", "output": "Regulations T, U" } ]

[ { "input": "When the Executive’s employment with the Company terminates, the Executive agrees to notify any subsequent employer of the restrictive covenants sections contained in this Agreement. The Executive will also deliver a copy of such notice to the Company before the Executive commences employment with any subsequent employer. In addition, the Executive authorizes the Company to provide a copy of the restrictive covenants sections of this Agreement to third parties, including but not limited to, the Executive’s subsequent, anticipated, or possible future employer.", "output": "Executive" } ]

[ { "input": "In the event that Borrower fails to perform any obligations under any of the Loan Documents, Agent may perform such obligations and Borrower agrees to reimburse Agent for all funds expended by Agent and all costs related thereto.  If Borrower does not reimburse Agent within ten (10) days after demand by Agent, interest shall accrue on such reimbursement obligations at the Default Rate.", "output": "Agent" } ]

[ { "input": "The Company hereby agrees to accrete all accrued but unpaid interest on the Debentures as of the date hereof ($53,760 in the aggregate) to the principal amount of the 2015 Debenture.  Additionally, in consideration of the amendments under this FIRST Amendment, the Company agrees to increase the principal on the 2015 Debenture by $1,111,846.  Accordingly, as of the date hereof the outstanding principal amount outstanding of the 2015 Debenture is $3,125,606.  Subject to compliance with the terms of this Agreement, the Holder hereby waives the Event of Default that otherwise would have occurred on January 1, 2017 as part of the Periodic Redemption.", "output": "1,111,846" } ]

[ { "input": "The Administrative Agent and each Lender hereby notify the Borrower that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”), the Administrative Agent and each Lender are required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow Administrative Agent and such Lender to identify the Borrower in accordance with the Patriot Act.", "output": "the Patriot Act" } ]

[ { "input": "Except as otherwise provided in this Agreement, and  whether or not the transactions herein contemplated shall be consummated, Purchaser and Seller shall pay their own fees, expenses and disbursements, including the fees and expenses of their respective counsel, accountants and other experts, in connection with the subject matter of this Agreement and all other costs and expenses incurred in performing and complying with all conditions to be performed under this Agreement; provided, however, that Purchaser agrees to pay directly to Gladstone, at Closing, the sum of $* cash, as partial payment of the amounts payable by Seller to Gladstone in connection with the consummation of the transactions contemplated hereby.", "output": "Seller" } ]

[ { "input": "Landlord does not represent or warrant that any of the services referred to above, or any other services which Landlord may supply, will be free from interruption and Tenant acknowledges that any one or more of such services may be suspended by reason of accident, repairs, inspections, alterations or improvements necessary to be made, or by Force Majeure. Any interruption, reduction or discontinuance of service shall not be deemed an eviction or disturbance of Tenant’s use and possession of the Premises, or any part thereof, nor, except as otherwise set forth herein, render Landlord liable to Tenant for damages, nor relieve Tenant from performance of Tenant’s obligations under this Lease. Landlord shall however, exercise reasonable diligence to restore any service so interrupted.", "output": "Tenant" } ]

[ { "input": "Executive agrees and covenants not to directly or indirectly solicit, hire, recruit, attempt to hire or recruit, or induce the termination of employment of any employee of the Company during the Employment Term and for a period of five (5) years thereafter, to run consecutively, beginning on the last day of Executive’s employment with the Company (for any reason or no reason and whether employment is terminated at the option of Executive or the Company).", "output": "five (5) years" } ]

[ { "input": "The Company shall employ Executive, and Executive hereby accepts employment with the Company, upon the terms and conditions set forth in this Agreement for the period beginning on the Effective Date and concluding as set forth in Section 4 hereof (the “ Employment Period ”).", "output": "Company" } ]

[ { "input": "Except as provided in clause (c) above, each request for a Swingline Advance shall be made pursuant to telephone notice to Swingline Lender given no later than 1:00 p.m. (Atlanta, Georgia time) (or such later time as accepted by Swingline Lender) on the date of the proposed Swingline Advance, promptly confirmed by a completed and executed Notice of Borrowing telecopied or facsimiled to Administrative Agent and Swingline Lender.  Swingline Lender will promptly make the Swingline Advance available to Borrower at Borrower’s account with Administrative Agent or as otherwise directed by Borrower with written notice to Administrative Agent.", "output": "Georgia" } ]

[ { "input": "This Agreement shall not be effective prior to the Release Effective Date. If the Release Effective Date occurs on or before January 31, 2016, then this Agreement shall automatically become binding and effective immediately as of the Release Effective Date. If the Release Effective Date does not occur on or before January 31, 2016, then this Agreement shall automatically become null and void.", "output": "January 31, 2016" } ]

[ { "input": "Indemnitee shall cooperate with the Reviewing Party with respect to its determination of Indemnitee’s entitlement to indemnification, including providing to the Reviewing Party on reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to the determination. Any Expenses incurred by Indemnitee in so cooperating with the Reviewing Party shall be borne by the Corporation, regardless of the determination as to Indemnitee’s entitlement to indemnification.", "output": "the Reviewing Party" } ]

[ { "input": "The Borrower will, and will cause each of its Restricted Subsidiaries to, maintain one or more network affiliations with any of ABC, CBS, NBC, FOX, the CW, ION, MyNetworkTV, Telemundo or other network reasonably satisfactory to the Administrative Agent at all times for each Station except where the failure to maintain such network affiliation could not, individually or in the aggregate, reasonably be expected to result in a Materially Adverse Effect. The Borrower will, and will cause each of its Restricted Subsidiaries to comply with any and all Operating Agreements except where the failure to so comply could not, individually or in the aggregate, reasonably be expected to have a Materially Adverse Effect.", "output": "CW" } ]

[ { "input": "Nothing in the Plan or the Agreement constitutes an employment contract between the Company and the Optionee and the Agreement shall not confer upon the Optionee any right to continuation of employment or service with the Company or any of its Subsidiaries, nor shall the Agreement interfere in any way with the Company’s or any of its Subsidiaries right to terminate the Optionee’s employment or service at any time, with or without cause (subject to any employment agreement the Optionee may otherwise have with the Company or a Subsidiary thereof and/or applicable law).", "output": "Company" } ]

[ { "input": "Assignor and Assignee hereby represent and warrant to Sellers that Assignee is an Affiliated Entity of Assignor and that each and every representation and warranty made by Assignor in the Purchase Agreement is true and correct with respect to Assignee as of the date of the Purchase Agreement and the Closing Date and such representations and warranties apply fully to this Assignment and shall survive the Closing and the delivery of the Deeds in accordance with Section 13.4 of the Agreement.", "output": "Assignor" } ]

[ { "input": "Lessee shall be entitled to retain all cash, bank accounts and house banks, and to collect all Gross Revenues and accounts receivable accrued through the termination date. In addition, Lessee shall be entitled to retain any amounts remaining of the monthly furniture and equipment funded by Lessee as required by the Loan Documents and/or the Management Agreement. Lessee shall be responsible for the payment of Rent, all Gross Operating Expenses and all other obligations of Lessee accrued under this Lease as of the termination date, and Lessor or Lessor’s nominee shall be responsible for all Gross Operating Expenses of the Hotel accruing after the termination date.", "output": "the Management Agreement" } ]

[ { "input": "Subject to the Credit Agreement, each Grantor shall use commercially reasonable efforts not to do any act or omit to do any act whereby any of the Intellectual Property that is material to the business of Grantor may lapse, expire, or become abandoned, or unenforceable, except as would not reasonably be expected to have a Material Adverse Effect.", "output": "Grantor" } ]

[ { "input": "In consideration for and contingent upon Executive’s receipt of the payments and benefits set forth in Section 2(a)-(c) above, Executive shall execute and deliver the General Release within twenty-one (21) days of the Separation Date. The payments and benefits set for in Section 2(a)-(c) above will be forfeited, if Executive fails to execute and deliver the General Release within the time period provided in this Section 3 or revokes the General Release. The Release Effective Date shall be the 8 th day after the Executive signs and returns the General Release to the Company, provided that the Executive does not revoke any part of the General Release within the 7-day revocation period.", "output": "Executive" } ]

[ { "input": "This Warrant and the Warrant Shares have not been registered under the Securities Act of 1933, as amended (the “ Securities Act ”), and may not be sold, pledged, distributed, offered for sale, transferred or otherwise disposed of in the absence of (i) an effective registration statement under the Act as to this Warrant or such Warrant Shares and registration or qualification of this Warrant or such Warrant Shares under any applicable U.S. federal or state securities law then in effect, or (ii) an opinion of counsel, reasonably satisfactory to the Company, that such registration or qualification is not required. Each certificate or other instrument for Warrant Shares issued upon the exercise of this Warrant shall bear a legend substantially to the foregoing effect.", "output": "the Securities Act of 1933" } ]

[ { "input": "Following the end of each calendar year and subject to the approval of the Board, you will be eligible for a performance bonus of up to 65% of your annualized base salary (the “Target Bonus”), based on your personal performance and the Company’s performance during the applicable calendar year, as determined by the Board in its sole discretion. In any event, you must be an active employee of the Company on the date the bonus is distributed in order to be eligible for and to earn any bonus award, as it also serves as an incentive to remain employed by the Company.", "output": "up to 65%" } ]

[ { "input": "All amounts due under this Section shall be payable not later than 15 Business Days after demand therefor.", "output": "15 Business Days" } ]

[ { "input": "Prior to the issuance of shares on the applicable Settlement Date, no right or interest of the Participant in the Award nor any shares issuable on settlement of the Award shall be in any manner pledged, encumbered, or hypothecated to or in favor of any party other than the Company or shall become subject to any lien, obligation, or liability of such Participant to any other party other than the Company. Except as otherwise provided by the Committee, no Award shall be assigned, transferred or otherwise disposed of other than by will or the laws of descent and distribution. All rights with respect to the Award shall be exercisable during the Participant’s lifetime only by the Participant or the Participant’s guardian or legal representative.", "output": "Company" } ]

[ { "input": "Executive shall receive four installment payments (on July 22, August 5, August 19, September 2) equal to Executive's current base salary through October 2016, equaling a total of Twenty-Nine Thousand Two Hundred Thirty-One Dollars and 88/100 ($29,230.88) (the \" Salary Amount \") minus all relevant taxes and other withholdings to be paid according to the Company's regular payroll practices starting on the first pay period following the Effective Date but no later than 60 days following the Separation Date. Notwithstanding the foregoing, no payment shall be made or begin before the Effective Date of this Agreement.", "output": "four" } ]