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scholarly360

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contracts-extraction-instruction-llm-experiments

like 7

[ { "input": "Set forth in Part B of Schedule  3.16 of the Disclosure Supplement is a complete and correct list of all Investments (other than Investments disclosed in said Part A of Schedule  3.16 and other than Investments of the types referred to in clauses  (b) through (m)  of Section  6.04 ) held by GEO or any of its (i) Subsidiaries in GEO or any Restricted Subsidiary or (ii) Restricted Subsidiaries in any Person, in each case on the date hereof and, for each such Investment, (x) the identity of the Person or Persons holding such Investment and (y) the nature of such Investment. Except as disclosed in said Part B of Schedule  3.16 , each of GEO and its Subsidiaries owns, free and clear of all Liens (other than Liens created pursuant to the Security Documents), all such Investments.", "output": "3.16" } ]

[ { "input": "The Company is not providing any tax, legal, or financial advice, nor is the Company making any recommendations regarding the Participant’s participation in the Plan, or the Participant’s acquisition or sale of the underlying Shares. The Participant is hereby advised to consult with his or her own personal tax, legal, and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan.", "output": "Plan" } ]

[ { "input": "For the purposes of the Insolvency Regulation, each of UK Borrower’s centre of main interest (as that term is used in Article 3(1) of the Insolvency Regulation) is situated in its jurisdiction of incorporation and none of them have an “establishment” (as that term is used in Article 2(h) of the Insolvency Regulation) in any other jurisdiction.", "output": "the Insolvency Regulation" } ]

[ { "input": "The headings of the sections of this First Amendment are inserted for convenience only and shall not be deemed to constitute a part of this First Amendment.", "output": "this First Amendment" } ]

[ { "input": "Neither Parent Guarantor, nor Borrower nor any Subsidiary of Borrower or Parent Guarantor is an “investment company” or a company “controlled” by an “investment company”, within the meaning of the Investment Company Act of 1940, as amended.", "output": "Parent Guarantor" } ]

[ { "input": "If the Administrative Agent shall not already have given any notice to the Borrower under Section 6.1, the Administrative Agent shall give notice to the Borrower under Section 6.1 promptly upon being requested to do so by the Required Banks and shall thereupon notify all the Banks thereof.", "output": "Section 6.1" } ]

[ { "input": "SINHA agrees that he will not do or say anything that disparages ALEXION, reflects negatively on ALEXION, or encourages any adverse action against ALEXION, except as required by law.", "output": "SINHA" } ]

[ { "input": "Subject to the provisions of Section 4 hereof, the Units are subject to forfeiture by Participant at any time during the Performance 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": "Purchaser shall honor all Bookings made prior to the Closing Date for any period on or after the Closing Date, and Purchaser shall honor all Gift Certificates and charitable donations issued prior to the Closing Date and redeemed on or after the Closing Date. After the expiration of the Due Diligence Period, Seller shall not issue any charitable donations without the prior express written consent of Purchaser, which consent may be withheld in Purchaser’s sole discretion.", "output": "the Due Diligence Period" } ]

[ { "input": "DMSI currently has all permits, licenses, registrations, memberships, orders or approvals of all governmental or administrative authorities that are required to permit DMSI to carry on the Business as currently conducted.", "output": "DMSI" } ]

[ { "input": "At the Closing, Seller agrees to sell and convey to Buyer, and Buyer agrees to purchase and receive from Seller, the Assets, pursuant to the terms and conditions of this Agreement.", "output": "Buyer" } ]

[ { "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": "Tenant" } ]

[ { "input": "Any notices provided for in this Agreement or the Program shall be given in writing or electronically and shall be deemed effectively given upon receipt or, in the case of notices delivered by the Company to you, five (5) days after deposit in the United States mail or equivalent foreign postal service, postage prepaid, addressed to you at such address as is currently maintained in the Company’s records or at such other address as you hereafter designate by written notice to the Company. Such notices may be given using any automated system for the documentation of Units, such as a system using an internet website or interactive voice response, as approved by the Company.", "output": "United States" } ]

[ { "input": "Pursuant to Rule 144 promulgated under the Securities Act, the holding period of the Warrant tacks back to December 29, 2015. The Company agrees not to take a position contrary to this paragraph. The Company agrees to take all actions, including, without limitation, the issuance by its legal counsel of any legal opinions to JGBWL or the Company’s transfer agent, necessary to issue the Warrant Shares without restriction and not containing any restrictive legend without the need for any action by JGBWL in connection with a sale of the Warrant Shares by JGBWL. The Warrant (the “Exchange Consideration”) is being issued in substitution and exchange for and not in satisfaction of all rights and obligations under Section 4.13 of the Securities Purchase Agreement.", "output": "JGBWL" } ]

[ { "input": "Upon the making, if any, of the Term C Loan (as defined in the Loan Agreement) to the Company, this Warrant automatically shall become exercisable for an additional 14,634 shares of the Class, as such number may be adjusted from time to time in accordance with the provisions of this Warrant (the “ Additional Shares ”), including, without limitation, adjustments in respect of events occurring prior to the date, if any, on which this Warrant becomes exercisable for the Additional Shares as if they were “Shares” hereunder at all times from and after the Issue Date.", "output": "an additional 14,634" } ]

[ { "input": "This Agreement may be executed in one or more counterparts, all of which will be considered one and the same agreement and will become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart.", "output": "one" } ]

[ { "input": "The Collateral Documents create valid security interests in, and Liens on, the Collateral purported to be covered thereby, which security interests and Liens are currently perfected security interests and Liens, prior to all other Liens other than Permitted Encumbrances.", "output": "Collateral" } ]

[ { "input": "The Committee shall establish the Performance Goals and Performance Targets for the Company and the Participants, as applicable, under each Incentive Award. The Committee may also determine the extent to which each applicable Performance Goal shall be weighted with respect a Participant and/or an Incentive Award.", "output": "Committee" } ]

[ { "input": "The date on which a modification election is submitted to the Committee must be at least 12 months prior to the date on which payment is scheduled to commence under the Payment Schedule in effect prior to the modification.", "output": "Committee" } ]

[ { "input": "If the Officer is eligible for financial planning reimbursement at the time of termination, the Officer will be reimbursed for any financial planning fees incurred before his termination date. In addition, the Officer will be reimbursed for the following financial planning fees incurred after his termination date: (i) any fees incurred in the year in which the date of termination occurs, provided that the total financial planning reimbursement for such year (including fees incurred before and after the date of termination) shall not exceed $15,000 and (ii) any fees incurred in the year following the year in which the date of termination occurs, provided that the total financial planning reimbursement for such year shall not exceed $15,000.", "output": "15,000" } ]

[ { "input": "Within ten (10) Business Days following the Amendment Effective Date, Seller and Guarantor shall provide Buyer with legal opinions from counsel to Seller and Guarantor to Buyer with respect to the enforceability of each of this Amendment, the Repurchase Agreement Amendment and the Fee and Pricing Letter Amendment. The failure of Seller and Guarantor to do so on a timely basis shall constitute an immediate Event of Default under the Repurchase Agreement.", "output": "the Repurchase Agreement Amendment" } ]

[ { "input": "(i) At the time of filing the Registration Statement and (ii) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), the Company met the then applicable requirements for use of Form S-3 under the Securities Act, including compliance with General Instruction I.B.1 of Form S-3.", "output": "the Securities Act" } ]

[ { "input": "During the Employment Period, the Company shall, subject to Employee providing sufficient documentation to permit the Company to deduct such payments and only to the extend consistent with the Company’s business expense reimbursement policy in effect from time to time, reimburse Employee for reasonable expenses incurred in connection with the performance by Employee of the Employment Duties, which shall include travel and entertainment expenses, again, subject to prior approval by the Company.", "output": "Company" } ]

[ { "input": "The Company will reimburse Executive for reasonable out-of-pocket expenses incurred (e.g., lease termination) in connection with Executive’s relocation to the greater Los Angeles metropolitan area. These amounts will not exceed $20,000 and the Company will be provided with documentation of the charges.", "output": "Executive" } ]

[ { "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": "Participant" } ]

[ { "input": "Employee shall be eligible to receive an annual bonus as set forth in the Company's Annual Bonus Plan (\"Annual Bonus\"), which is incorporated herein by reference. Pursuant to the Annual Bonus Plan, the Compensation Committee will review the plan annually to determine target participation levels and establish goals and subsequent payout levels against those goals. Subject to the Compensation Committee’s discretion to adjust Employee’s target participation level (e.g., to reflect changes in roles or modifications to pay mix), Employee’s target opportunity during the Term shall be $450,000. For 2016 alone, Employee’s Annual Bonus will be guaranteed for a payout at 100% of the target and will be paid on or before March 15, 2017.", "output": "the Compensation Committee" } ]

[ { "input": "Jazz Pharmaceuticals is committed to integrity and the pursuit of excellence in all we do.  We fulfill these commitments while upholding a high level of ethical conduct.  The Code of Conduct is one element of Jazz Pharmaceuticals’ efforts to ensure lawful and ethical conduct by the company and its subsidiaries and their employees, officers and directors.  It is a condition of employment that you read, agree to and sign Jazz Pharmaceuticals’ Code of Conduct in the first week of employment.  If you have questions about the Code of Conduct, please let Human Resources know and we will ensure that you receive answers to your inquiries as quickly as possible.", "output": "one" } ]

[ { "input": "Any distribution or delivery to be made to Participant under this Award Agreement will, if Participant is then deceased, be made to the administrator or executor of Participant’s estate. Any such transferee must furnish the Company with (a) written notice of his or her status as transferee, and (b) evidence satisfactory to the Company to establish the validity of the transfer and compliance with any laws or regulations pertaining to said transfer.", "output": "Company" } ]

[ { "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": "first" } ]

[ { "input": "Beginning Date . Payments of a Participant’s entire interest in the Plan shall begin no later than the following date: (i) if the Participant is a five-percent (5%) owner (within the meaning of Code Section 416(i)(1)), April 1 of the calendar year next following the calendar year in which the Participant attains age 70-1/2, or (ii) for any other Participant, April 1 of the calendar year next following the later to occur of his attainment of age 70-1/2 or his retirement.", "output": "the calendar year" } ]

[ { "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": "Parent" } ]

[ { "input": "Grantor represents and warrants to Lender that Grantor holds good and marketable title to the Collateral, free and clear of all liens and encumbrances except for the lien of this Agreement.  No financing statement covering any of the Collateral is on file in any public office other than those which reflect the security interest created by this Agreement or to which Lender has specifically consented. Grantor shall defend Lender's rights in the Collateral against the claims and demands of all other persons.", "output": "Collateral" } ]

[ { "input": "Executive shall receive an annual salary of $650,000 paid in accordance with the Company’s payroll practices, as in effect from time to time. Executive’s base salary shall be subject to review and modification on at least an annual basis by the Board.", "output": "annual" } ]

[ { "input": "The Plan is intended to comply with Code Section 409A.  Notwithstanding any provision of the Plan to the contrary, the Plan shall be interpreted, operated and administered consistent with this intent.  If any Participant is a “specified employee” within the meaning of Code Section 409A then, notwithstanding anything to the contrary herein, any amount that would otherwise be payable to the Participant under the Plan during the first six months following the Participant’s “separation from service” (within the meaning of Code Section 409A) shall instead be paid to the Participant on the earlier of (i) the Participant’s death or (ii) the first day following the end of such six-month period.", "output": "the first six months" } ]

[ { "input": "To further secure the prompt payment and performance of the Obligations, Borrower hereby transfers and assigns to Lender all of Borrower’s right, title and interest in, to and under all now or hereafter existing leases of real Property to which Borrower is a party, whether as lessor or lessee, and all extensions, renewals, modifications and proceeds thereof.", "output": "Borrower" } ]

[ { "input": "In the event that Executive’s employment ceases due to his death or Disability, Executive shall be entitled to the following (in addition to all accrued compensation and benefits through the date of termination): (i) the costs of continuing family health insurance coverage under COBRA for 18 months (payable each month as such premiums are due) following termination of employment, provided, that the Company may, in its sole discretion, (A) pay such amounts directly to the applicable provider or (B) pay an equivalent amount directly to Executive (or his designated beneficiary or legal representative, if applicable), (ii) the Post-Employment Annual Bonus and (iii) Accelerated Vesting upon termination.", "output": "COBRA" } ]

[ { "input": "Notwithstanding any provision to the contrary contained in the KR Lakeview Lease or the Plaza Lease, FLUC or KR Lakeview, as applicable, hereby acknowledges that the option right set forth in Section 11 of the Fourth Amendment shall also apply to the Suite 100 Expansion Premises, provided that Tenant exercises such option with respect to the entire Premises (i.e., the Plaza Existing Premises, the Lakeview Existing Premises and the Suite 100 Expansion Premises).", "output": "FLUC" } ]

[ { "input": "None of the Board of Directors of the Company, the Company, the Partnership or any agent or affiliate of any of the foregoing provides or has provided any tax advice to Employee or any other person who may claim through or on behalf of Employee or makes or has made any assurance, commitment or guarantee that any federal, state, local or other tax treatment will (or will not) apply or be available to Employee or other person who may claim through or on behalf of Employee with respect to this Agreement, including with respect to Section 3 hereof, or assumes any obligation or liability or responsibility with respect to any tax or associated liabilities (including penalties and interest) to which the Employee or any other person who may claim through or on behalf of Employee may be subject.", "output": "Partnership" } ]

[ { "input": "In consideration for the license granted in Section 1 above, Licensee shall pay Licensor a one-time license fee in the amount of US$** (the \" License Fee \") for up to 1.6 million end-user licenses. The License Fee includes payment for the performance of the professional services detailed in Section 3 above, including installation of the Licensed Software on Licensee’s platform.", "output": "the Licensed Software" } ]

[ { "input": "Receipt by the Administrative Agent of all fees, expenses and other amounts due and payable on or prior to the Closing Date, including without limitation reimbursement or payment of all out-of-pocket expenses of the Administrative Agent and STRH (including reasonable fees, charges and disbursements of counsel to the Administrative Agent) required to be reimbursed or paid by the Borrower hereunder, under any other Loan Document and under any agreement with the Administrative Agent or STRH.", "output": "STRH" } ]

[ { "input": "For all services to be performed hereunder, your annual base salary will be $690,000, payable in accordance with the Company’s standard payroll practices and subject to all applicable tax withholdings. Base salary is inclusive of any fees and committee fees (other than Stock Grants) you are otherwise entitled to in your role as a Member of the Board or Committee thereof. Wages are currently paid every other week, on Friday. Your performance will be reviewed each year in accordance with Company policy and practice. Future salary increases will be based on individual and Company performance, and subject to the discretion of the Board of Directors (the “Board”) or designated committee.", "output": "every other week" } ]

[ { "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": "Any controversy or claim relating to or arising from this Agreement (an “Arbitrable Dispute”) shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the Judicial Arbitration and Mediation Services (the “JAMS”) as such rules may be modified herein or as otherwise agreed by the parties in controversy. The forum for arbitration shall be Las Vegas, Nevada. Following thirty (30) days’ notice by any party of intention to invoke arbitration, any Arbitrable Dispute arising under this Agreement and not mutually resolved within such thirty (30) day period shall be determined by a single arbitrator upon which the parties agree.", "output": "thirty (30) days’" } ]

[ { "input": "Borrower and Operating Lessee shall cooperate fully with Lender with respect to any proceedings before any court, board or other Governmental Authority which may in any way affect the rights of Lender hereunder or any rights obtained by Lender under any of the other Loan Documents and, in connection therewith, permit Lender, at its election, to participate in any such proceedings.", "output": "Lender" } ]

[ { "input": "The Participant shall have all voting rights as a stockholder of the Company with respect to the Shares as of the Grant Date. Notwithstanding the preceding sentence, the Participant shall be entitled to receive payment of any dividends declared and paid by the Company on its Common Stock on and after the Grant Date; provided that such dividends shall not be payable to the Participant with respect to any Shares unless and until the Restricted Stock with respect to which such dividends are payable become vested Shares (it being understood that no dividends will be paid with respect to Shares of Restricted Stock that do not vest).", "output": "Company" } ]

[ { "input": "The Executive acknowledges that the services to be rendered by her are unique and personal. Accordingly, the Executive may not assign any of her rights or delegate any of her duties or obligations under this Agreement. The Company shall have the right to assign this Agreement to its successors and assigns, and the rights and obligations of the Company under this Agreement shall inure to the benefit of, and shall be binding upon, the successors and assigns of the Company.", "output": "Executive" } ]

[ { "input": "In accordance with the ratio set forth in Section 1.1 of the Lease (i.e. three (3) parking privileges for each 1,000 square feet of rentable floor area leased by Tenant): (a) as of the Corridor Space Commencement Date, the number of Parking Privileges Tenant is entitled to use at the Complex shall be 628 parking spaces, (b) as of the Seventh Amendment Phase I Additional Premises Commencement Date, the Number of Parking Privileges Tenant is entitled to use at the Complex shall be 662 parking spaces, and (c) of the Seventh Amendment Phase II Additional Premises Commencement Date, the Number of Parking Privileges Tenant is entitled to use at the Complex shall be 713 parking spaces, all subject to increase or decrease in accordance with the terms of Section 2.2.1 of the Lease (as amended).", "output": "662" } ]

[ { "input": "In accordance with Section 6.1 of the Severance Agreement and conditioned upon Employee’s execution, delivery and nonrevocation of this Release (including the Employee General Release (as defined below) that forms a material part of this Release) within the [21-day/45-day] period that immediately follows the Separation Date, the Company shall provide Employee with the payments and benefits described in Section 6.1 of the Severance Agreement. Such payments shall be made in accordance with the terms of Section 6.3 of the Severance Agreement after this Release becomes effective and irrevocable in accordance with its terms.", "output": "Section 6.3" } ]

[ { "input": "Executive will commence full-time Employment with the Company effective as of January 3, 2017 (the “ Start Date ”), the terms of such Employment will be governed by this Agreement. Executive’s Employment with the Company is for no specified period and constitutes “at will” employment. As a result, Executive is free to terminate Employment at any time, with or without advance notice, and for any reason or for no reason. Similarly, the Company is free to terminate Executive’s Employment at any time, with or without advance notice, and with or without Cause (as defined below). Furthermore, although terms and conditions of Executive’s Employment with the Company may change over time, nothing shall change the at-will nature of Executive’s Employment.", "output": "Executive" } ]

[ { "input": "Employee shall be eligible to receive an annual bonus as set forth in the Company’s Annual Bonus Plan (as amended from time to time, the “Annual Bonus”), which is incorporated herein by reference. Pursuant to the Annual Bonus Plan, the Committee will review the plan annually to determine target participation levels and establish goals and subsequent payout levels against those goals. Subject to the Committee’s discretion to adjust Employee’s target participation level (e.g., to reflect changes in roles or modifications to pay mix), Employee’s target opportunity during the Term shall be $________________________.", "output": "Committee" } ]

[ { "input": "This Agreement shall become effective as of [                    ] (the “ Increase Effective Date ”), subject to (a) the satisfaction of the conditions set forth in Section 2.06(d) of the Credit Agreement and (b) the Administrative Agent’s receipt of counterparts of this Agreement duly executed on behalf of Existing Lender and the Borrower.", "output": "the Credit Agreement" } ]

[ { "input": "This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, and it shall not be necessary in making proof of this Amendment to produce or account for more than one such counterpart.", "output": "more than one" } ]

[ { "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": "each Loan Party" } ]

[ { "input": "By accepting the Units, you acknowledge that you agree to comply with applicable Brazilian laws and pay any and all applicable taxes associated with the vesting of the Units, the sale of Shares acquired under the Plan, the payment of Dividends on such Shares and the receipt of any Dividend Equivalents paid in cash.", "output": "Brazilian" } ]

[ { "input": "In interpreting a Finance Document or any provision of a Finance Document, all clause, sub-clause and other headings in that and any other Finance Document shall be entirely disregarded.", "output": "a Finance Document" } ]

[ { "input": "This Agreement may be executed in two or more counterparts, each of which will be considered one and the same agreement and will become effective when counterparts have been signed by each of the Parties and delivered to the other Party (including by means of electronic delivery or facsimile).", "output": "two" } ]

[ { "input": "A Participant’s Account Balance at the start of a Plan Year and any Deferrals and Company contributions made during a Plan Year will earn, except as provided for in Article 4.2, interest annually at 150 percent of the Moody’s Rate. Interest will be credited to a Participant’s account for Deferrals and Company contributions made during the Plan Year, as if all Deferrals and contributions were made on the first day of the Plan Year.", "output": "the first day of the Plan Year" } ]

[ { "input": "Notices and all other communications contemplated by this Agreement shall be in writing and shall be deemed to have been duly given when personally delivered or when mailed by U.S. registered or certified mail, return receipt requested and postage prepaid. In the case of the Executive, mailed notices shall be addressed to Executive at the home address which Executive most recently communicated to the Company in writing. In the case of the Company, mailed notices shall be addressed to its corporate headquarters, and all notices shall be directed to the attention of its Secretary.", "output": "Executive" } ]

[ { "input": "Capitalized terms used but not defined in this Supplement are defined in Appendix 1 to the 2018-A Exchange Note Supplement, dated as of April 1, 2018 (the “ Exchange Note Supplement ”), to the Second Amended and Restated Credit and Security Agreement, dated as of July 22, 2005, as amended and restated as of December 1, 2015 (the “ Credit and Security Agreement ”), among CAB East LLC and CAB West LLC, as Borrowers, U.S. Bank National Association, as Administrative Agent, the Collateral Agent and Ford Credit, as Lender and Servicer, or in Appendix A to the Credit and Security Agreement.  Appendix 1 and Appendix A also contain usage rules that apply to this Supplement.  Appendix 1 and Appendix A are incorporated by reference into this Supplement.", "output": "the “ Credit and Security Agreement ”" } ]

[ { "input": "Subject to the satisfaction of the foregoing requirements, an Employee shall participate in the Plan during each period of his Service from the date on which he first becomes eligible until his termination. For this purpose, an Employee who returns before five (5) consecutive Breaks in Service who previously satisfied the initial eligibility requirements or who returns after five (5) consecutive one year Breaks in Service with a vested Account balance in the Plan shall re-enter the Plan as of the date of his return to Service with an Employer.", "output": "five" } ]

[ { "input": "The Parent Support Provider agrees that, before the date that is one year and one day (or, if longer, any applicable preference period) after the payment in full of (a) all securities issued by the Depositor or by a trust for which the Depositor was a depositor or (b) the Notes, it will not start or pursue against, or join any other Person in starting or pursuing against, (i) the Depositor or (ii) the Issuer, respectively, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other proceedings under any bankruptcy or similar Law. This Section 11 will survive the termination of this Agreement.", "output": "one year and one day" } ]

[ { "input": "Nothing in this Agreement, the 2017 OPP or the Plan shall confer upon the Participant any right to continue to serve as an Employee or other service provider of the Company or any of its Affiliates or shall interfere with or restrict in any way the rights of the Company and its Affiliates, which rights are hereby expressly reserved, to discharge or terminate the services of the Participant at any time for any reason whatsoever, with or without Cause, except to the extent expressly provided to the contrary in a written agreement between the Company or an Affiliate, on the one hand, and the Participant on the other.", "output": "Company" } ]

[ { "input": "Each Party shall reasonably cooperate with and assist the other Party in connection with the activities of such Party under Section 10.2 upon the reasonable request of the other Party, including by making scientists and scientific records reasonably available and the execution of all such documents and instruments and the performance of such acts as may be reasonably necessary in order to permit the other Party to continue any Prosecution or Maintenance of the applicable Patent Rights.", "output": "Party" } ]

[ { "input": "The Services will be provided under this Agreement through AT&T, to AT&T’s operating Affiliates. In connection therewith (a) AT&T shall be the sole point of contact for all communications with, and the flow of information and materials from and to Synacor under this Agreement, (b) except as expressly set forth in Article XVIII and Section 21.20 , Synacor shall have no liability under this Agreement to any AT&T Affiliate. Synacor may perform its obligations under this Agreement through its Affiliates and, subject to Section 7.7 , Synacor Agents. Each Party will be responsible and liable for any act or omission of such Party’s Affiliates and Agents to the same extent that such Party would be responsible and liable for its own acts or omissions under this Agreement.", "output": "AT&T" } ]

[ { "input": "All the warranties and representations given by TAI in Section 7.3 herein or elsewhere in this Agreement, all of which are relied upon by Cargill, shall survive the Effective Date hereof. TAI agrees to indemnify and hold Cargill harmless from and against any loss, damage, claim, liability, cost, expense or penalty (including reasonable attorneys’ fees) which Cargill may incur or sustain after the Effective Date resulting from or arising out of any breach of any of said representations and warranties.", "output": "Cargill" } ]

[ { "input": "Subject to the terms and conditions set forth in this Agreement, the Company hereby grants to the Employee an option (“Option”) to purchase 2,500,000 shares of common stock of the Company (“Option Shares”) at an exercise price of $3.00 per Share (the “Option Price”). The Option shall become exercisable according to Paragraph 2 below.", "output": "Company" } ]

[ { "input": "The Grantee acknowledges and agrees that it is the Grantee’s express intent that the Plan, this Agreement, any addendum and all other documents, notices and legal proceedings entered into, given or instituted pursuant to the Award, be drawn up in English. Unless specifically indicated, if the Grantee has received the Plan, this Agreement, any addendum or any other documents related to the Award translated into a language other than English, and if the meaning of the translated version is different than the English version, the English version shall control.", "output": "English" } ]

[ { "input": "During the term of this Agreement (including all renewal periods, if any, the “ Term ”), Executive agrees to be employed by and to serve as the Vice President, Global Sales & Customer Operations and Luminex agrees to employ and retain Executive in such capacity subject to the provisions of this Agreement. Executive shall have such powers, authority and duties, and shall render such services of executive and administrative character, or act in such other capacity for Luminex, as the Chief Executive Officer shall from time to time lawfully direct and Executive shall report directly to the Chief Executive Officer of Luminex. Executive shall devote substantially all of his business time, energy, and skill to the business of Luminex.", "output": "Luminex" } ]

[ { "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": "monthly" } ]

[ { "input": "Upon termination of the Executive’s employment (howsoever caused) or during any Release Period, the Executive will immediately deliver up to the Company all correspondence, documents, specifications, papers, magnetic disks, tapes or other software storage media and property belonging to the Company and any Affiliated Company which may be in the Executive's possession or under the Executive’s control (including such as may have been made or prepared by or have come into the possession or under the control of the Executive and relate in any way to the business or affairs of the Company or any Affiliated Company and/or of any of their suppliers, agents, distributors, clients and/or customers) and the Executive shall not, without the written consent of the Company, retain any copies thereof.", "output": "Company" } ]

[ { "input": "The Company shall pay Executive an annual base salary of Seven Hundred Thousand Dollars ($700,000) (“ ”), payable in accordance with the general payroll practices of the Company.  The Board will review Executive’s performance and Base Salary annually and may, in its sole discretion, increase Executive’s Base Salary, or decrease it by up to ten percent (10%) if there is a similar salary reduction affecting substantially all executive or managerial employees of the Company.", "output": "Company" } ]

[ { "input": "The Closing shall be held at the office of Vinson & Elkins LLP, counsel to Company, located at 1001 Fannin, Suite 2500, Houston, Texas 77002, or such other place as mutually agreed upon by the Parties.", "output": "1001" } ]

[ { "input": "Except as set forth in Section 2.22 of the Company Disclosure Schedule, no Target Company is or will be obligated to pay any brokerage, finder’s or similar fee or commission in connection with the transactions contemplated by this Agreement.", "output": "Section 2.22 of the Company Disclosure Schedule" } ]

[ { "input": "The Shares have not been registered under the Securities Act of 1933, as amended (the “ 1933 Act ”), and are being issued to the Purchaser in reliance upon the exemption from such registration provided by Section 4(2) of the 1933 Act based on the representations and warranties made by the Purchaser herein.", "output": "the Securities Act of 1933" } ]

[ { "input": "Set forth on Schedule 5 is a true and correct list of commercial tort claims in excess of $5,000,000 (or its equivalent) held by any Loan Party, including a brief description thereof.", "output": "5,000,000" } ]

[ { "input": "The Executive acknowledges that the Executive’s employment with the Company and its affiliates is at will. This Agreement shall not confer upon the Executive any right of continued or future employment by the Company or any of its affiliates or any right to compensation or benefits from the Company or any of its affiliates except the rights specifically stated herein, and shall not limit the right of the Company or any of its affiliates to terminate the Executive’s employment at any time with or without cause.", "output": "Company" } ]

[ { "input": "In the event of the Participant’s Qualifying Termination, the vested portion of the Option shall remain exercisable until the earlier of (i) one hundred eighty (180) days from the date of such Termination, provided, however, any day during such one hundred eighty (180) day period that occurs during a “black out period” under the Company’s Security Trading Policy which would be applicable to the Participant if the Participant remained an employee of the Company, shall not be counted for purposes of calculating such one hundred eighty (180) day period and (ii) the expiration of the stated term of the Option pursuant to Section 3(c) hereof.", "output": "one hundred eighty (180) days" } ]

[ { "input": "Subject to credits, adjustments and prorations due Purchaser under Section 3.6 and other relevant Sections of this Agreement, up to $58,306.00 of the Purchase Price may be paid by delivery to Seller of Units of Purchaser (“Units”) as described on attached Exhibit “B”. The amount to be paid by delivery of Units is referred to as the “Unit Consideration.” The number of Units delivered to Seller on the Closing Date shall be equal to (i) the Unit Consideration, divided by the volume weighted average of the closing prices of the common shares of Condor Hospitality Trust, Inc. as reported by NASDAQ for the trailing three (3) trading days immediately preceding the announcement date of this Agreement, multiplied by (ii) eight (8).", "output": "Condor Hospitality Trust, Inc." } ]

[ { "input": "This Amendment No. 1 to Second Amended and Restated Share Repurchase Plan shall be effective commencing with respect to share repurchase requests submitted for repurchase during the second quarter 2019.", "output": "This Amendment No. 1" } ]

[ { "input": "Grantee acknowledges and agrees that the covenants set forth in Section 18 hereof are reasonable and valid in time and scope and in all other respects and shall be considered and construed as separate and independent covenants. If any portion of the foregoing provisions is found to be invalid or unenforceable by a court of competent jurisdiction because its duration, the territory, the definition of activities or the definition of information covered is considered to be invalid or unreasonable in scope, the invalid or unreasonable term shall be redefined, or a new enforceable term provided, such that the intent of the Company and Grantee will not be impaired and the provision in question shall be enforceable to the fullest extent of the applicable laws.", "output": "Section 18 hereof" } ]

[ { "input": "As of the Closing Date, no condition or event shall have occurred since December 31, 2015, that has resulted in, or could reasonably be expected to result in, a material adverse change, in the reasonable judgment of the Administrative Agent, in or affecting the business, operations, property or condition (financial or otherwise) of the Borrower, of the PAC REIT, or of the PAC REIT and its Subsidiaries taken as a whole.", "output": "the PAC REIT" } ]

[ { "input": "Tenant acknowledges that the content of this Lease and any related documents are confidential information. Tenant shall keep such confidential information strictly confidential and shall not disclose such confidential information to any person or entity other than Tenant's financial, legal, and space planning consultants , potential transferees, purchasers, investors, brokers and as required by applicable law.", "output": "Tenant" } ]

[ { "input": "The Option shall expire ten (10) years from the Grant Date (i.e., a grant on April, 1, 2016 would expire on March 31, 2026), subject to the terms and conditions set forth in this Agreement, the Plan and the Unfair Competition Agreement.", "output": "ten (10) years" } ]

[ { "input": "You will perform the duties and services assigned to you by the Company. You will devote your full time and attention to the affairs of the Company and to your duties on the Company’s behalf. You will not be permitted to engage in outside business activities unless approved by the Company; provided that you may engage in charitable and community activities and manage your personal investments so long as such activities do not, individually or in the aggregate, interfere with the performance of your duties to the Company. Notwithstanding, you will be permitted to continue to serve on the boards of directors of other companies with prior approval from the Company, provided such service does not individually or in the aggregate, interfere with the performance of your duties to the Company.", "output": "Company" } ]

[ { "input": "If any provision of this Agreement or any of the other Loan Documents would obligate any Borrower to make any payment of interest or other amount payable to any Lender in an amount or calculated at a rate that would be prohibited by any applicable law, rule or regulation, then notwithstanding such provision, such amount or rate shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest, as the case may be, as would not be so prohibited by law, such adjustment to be effected, to the extent necessary, by reducing the amount or rate of interest required to be paid by such Borrower to the affected Lender under Section  2.8 .", "output": "Section  2.8" } ]

[ { "input": "Each Lender shall deliver to the Borrower and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from such payment.", "output": "Section 1471(b)(3)(C)(i) of" } ]

[ { "input": "If an Event of Default shall have occurred and be continuing, any cash held by or on behalf of the Collateral Agent and all cash proceeds received by or on behalf of the Collateral Agent in respect of any sale of, collection from, or other realization upon any Collateral may be held by the Collateral Agent as collateral for, and/or then or at any time thereafter applied, in whole or in part, by the Collateral Agent for the benefit of the Secured Parties against, any Obligation, in accordance with Section 3.6 of Collateral Agency Agreement.", "output": "Section 3.6" } ]

[ { "input": "An Eligible Recipient may be granted one or more Restricted Stock Awards, Restricted Stock Units or Deferred Stock Units under this Plan, and such Awards will be subject to such terms and conditions, consistent with the other provisions of this Plan, as may be determined by the Committee in its sole discretion.  Restricted Stock Units will be similar to Restricted Stock Awards except that no shares of Common Stock are actually awarded to the Participant on the Grant Date of the Restricted Stock Units. Restricted Stock Units and Deferred Stock Units will be denominated in shares of Common Stock but paid in cash, shares of Common Stock or a combination of cash and shares of Common Stock as the Committee, in its sole discretion, will determine, and as provided in the Award Agreement.", "output": "the Award Agreement" } ]

[ { "input": "After giving effect to all Term Borrowings, all conversions of Term Loans from one Type to the other, and all continuations of Term Loans as the same Type, there shall not be more than six (6) Interest Periods in effect in respect of the Term Facility. After giving effect to all Revolving Borrowings, all conversions of Revolving Loans from one Type to the other, and all continuations of Revolving Loans as the same Type, there shall not be more than four (4) Interest Periods in effect in respect of the Revolving Facility.", "output": "more than four" } ]

[ { "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": "This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures provided by facsimile transmission or in Adobe TM Portable Document Format (PDF) sent by electronic mail shall be deemed to be original signatures.", "output": "TM Portable Document Format" } ]

[ { "input": "The Executive acknowledges that the services to be rendered by her are unique and personal. Accordingly, the Executive may not assign any of her rights or delegate any of her duties or obligations under this Agreement. The Company shall have the right to assign this Agreement to its successors and assigns, and the rights and obligations of the Company under this Agreement shall inure to the benefit of, and shall be binding upon, the successors and assigns of the Company.", "output": "Executive" } ]

[ { "input": "The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth, this Agreement shall be binding upon Participant and his or her heirs, executors, administrators, successors and assigns.", "output": "Company" } ]

[ { "input": "Final award payments for a Plan Year will be made in cash as soon as practicable after award amounts are approved by the Compensation Committee, but not more than 75 days after the end of the Plan Year. All awards will be rounded to the nearest $100.", "output": "a Plan Year" } ]

[ { "input": "Except in the ordinary course of business (to the extent that Administrative Agent receives notice within five (5) Business Days thereof), no Borrower shall, nor shall any Borrower permit any Subsidiary to, take any action which could cause any Borrower's or any Subsidiary's business that is not already so regulated or treated to be (a) regulated as a \"utility\", \"public utility\" or a \"gas utility\" by any State Pipeline Regulatory Agency; (b) deemed to be providing any service that would require the prior approval of any State Pipeline Regulatory Agency in order to discontinue or abandon such service; (c) within the meaning of the regulations of any State Pipeline Regulatory Agency be deemed to be charging a \"residential rate\" or \"commercial rate\"; or (d) subject to FERC jurisdiction.", "output": "five (5) Business Days" } ]

[ { "input": "It is the intention of Debtor and Lender that the following NOTICE OF FINAL AGREEMENT be incorporated by reference into each of the Loan Documents (as the same may be amended, modified or restated from time to time).  Debtor and Lender warrant and represent that the entire agreement made and existing by or among Debtor and Lender with respect to the Loan is and shall be contained within the Loan Documents, and that no agreements or promises exist or shall exist by or among, Debtor  and Lender that are not reflected in the Loan Documents.  By execution and delivery of this Amendment, Debtor acknowledges that Debtor has received a copy of this NOTICE OF FINAL AGREEMENT .", "output": "Debtor" } ]

[ { "input": "The properties and assets and business of the Company and its Subsidiaries are insured with financially sound and reputable insurance companies not Subsidiaries of the Company, in such amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and are similarly situated, except to the extent that the Company and its Subsidiaries have self-insured against hazards and risks with respect to which, and in such amounts as, the Company has in good faith determined to be prudent and consistent with sound financial practice, and as are customary for companies engaged in similar businesses and owning and operating similar properties.", "output": "Company" } ]

[ { "input": "Bridgepoint Consulting LLC (“BPC”) will use reasonable efforts to perform the agreed-upon services (the “Services”) described in the engagement letter to which these Standard Terms and Conditions are attached as Exhibit A . The Client will provide BPC with all resources (physical and human) reasonably requested by BPC to enable BPC to perform the Services.", "output": "Bridgepoint Consulting LLC" } ]

[ { "input": "In case at any time after the closing any further action is necessary or desirable to carry out the purposes of this Agreement, each of the Parties will take such further action (including the execution and delivery of such further instruments and documents) as the other Party may request, all at the sole cost and expense of the requesting Party (unless the requesting Party is entitled to indemnification therefore under Section 5).", "output": "Party" } ]

[ { "input": "For purposes of any determination under Article V (other than Section 5.07) or Article VI or any determination under any other provision of this Agreement expressly requiring the use of a current exchange rate, all amounts incurred, outstanding or proposed to be incurred or outstanding in currencies other than US Dollars shall be translated into US Dollars at currency exchange rates in effect on the date of such determination. For purposes of Section 5.07, amounts in currencies other than US Dollars shall be translated into US Dollars at the currency exchange rates most recently used in preparing the Company’s annual and quarterly financial statements.", "output": "Section 5.07" } ]