Datasets:

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scholarly360

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contracts-extraction-instruction-llm-experiments

like 7

[ { "input": "Notwithstanding any provision of this Agreement to the contrary, the parties’ respective rights and obligations under Sections 1, 3(c), 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15 16, 17, 19 and 20 will survive any termination or expiration of this Agreement or the termination of the Executive’s employment following a Change in Control for any reason whatsoever.", "output": "1, 3(c" } ]

[ { "input": "Participants holding Performance Stock Units shall be entitled to receive all dividends and other distributions paid with respect to such Shares, provided that any such dividends or other distributions will be subject to the same vesting requirements as the underlying Performance Stock Unit and shall be paid at the time the Common Stock is delivered pursuant to Section 4. If any dividends or distributions are paid in Shares, the Shares shall be deposited with the Company and shall be subject to the same restrictions on transferability and forfeitability as the Performance Stock Units with respect to which they were paid.", "output": "Performance Stock Unit" } ]

[ { "input": "Except as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) there are no strikes or other labor disputes against Holdings, the Borrower or any of its Subsidiaries pending or, to the knowledge of Holdings or the Borrower, threatened; (b) hours worked by, and payment made to, employees of Holdings, the Borrower and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable Requirement of Law dealing with such matters; and (c) all payments due from Holdings, the Borrower or any of its Subsidiaries on account of employee health and welfare insurance have been paid or accrued as a liability on the books of Holdings, the Borrower or the relevant Subsidiary.", "output": "Subsidiary" } ]

[ { "input": "The obligations of Borrower contained in Sections 4.05 , 4.06 , 4.07 , Article V , Article XI and this Section 12.16 shall survive the repayment of the Loans and the cancellation of the Note and the termination of the other obligations of Borrower hereunder.", "output": "this Section 12.16" } ]

[ { "input": "In the Exchange, Holder shall deliver the Warrant to the Company no later than five (5) business days following the Effective Date and the Company shall issue the Exchange Securities to Holder no later than five (5) business days following the delivery of the Warrant by Holder to the Company. For the avoidance of doubt, as of the Effective Date, all of Holder’s’ rights under the terms and conditions of the Warrant shall be extinguished.", "output": "Company" } ]

[ { "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": "Section 17.5(c)(i)" } ]

[ { "input": "THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF GEORGIA, WITHOUT REGARD TO ANY OTHERWISE APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS. NOTWITHSTANDING THE FOREGOING, ANY ACTION ARISING OUT OF THIS AGREEMENT MUST BE COMMENCED BY PURCHASER OR SELLER IN THE STATE COURTS OF THE STATE OF GEORGIA, OR IN U.S. FEDERAL COURT FOR THE APPLICABLE DISTRICT OF GEORGIA AND EACH PARTY HEREBY CONSENTS TO THE JURISDICTION OF THE ABOVE COURTS IN ANY SUCH ACTION AND TO THE LAYING OF VENUE IN THE STATE OF GEORGIA. ANY PROCESS IN ANY SUCH ACTION SHALL BE DULY SERVED IF MAILED BY REGISTERED MAIL, POSTAGE PREPAID, TO THE PARTIES AT THEIR RESPECTIVE ADDRESS DESCRIBED IN SECTION 11.3 HEREOF.", "output": "GEORGIA" } ]

[ { "input": "By accepting this Option, the Optionee acknowledges that the Optionee has received a copy of the Plan and the General Dynamics Corporate Policy regarding insider trading compliance (the \" Trading Policy \") and has had an opportunity to review the Plan and the Trading Policy and agrees to be bound by all the terms and provisions of the Plan and the Trading Policy.", "output": "Plan" } ]

[ { "input": "The Participant acknowledges and agrees that the Participant will have no entitlement to compensation or damages insofar as such entitlement arises or may arise from the Participant’s ceasing to have rights under or to be entitled to the Award, whether or not as a result of the termination of the Participant’s employment with the Company or its Subsidiaries or affiliates for any reason whatsoever (whether the termination is in breach of contract or otherwise), or from the loss or diminution in value of the Award. Upon the grant of the Performance Shares, the Participant shall be deemed irrevocably to have waived any such entitlement.", "output": "Company" } ]

[ { "input": "This Agreement shall automatically terminate without further action upon the earliest to occur of (a) the Charter Closing (provided the provisions in Section 1 hereof shall automatically terminate upon the Parent Unitholder Consent being obtained), (b) the termination of the Merger Agreement in accordance with its terms and (c) the written agreement of BAM and the Company, upon recommendation of the Special Committee, to terminate this Agreement (the “ Expiration Date ”).", "output": "Section 1" } ]

[ { "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": "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": "The Code of Conduct" } ]

[ { "input": "From time to time after the Closing Date, at the reasonable request of Buyer and at Buyer’s expense (but with no charge for time of Sellers’ personnel), Sellers shall use commercially reasonable efforts to execute and deliver such other instruments of sale, transfer, conveyance, assignment and confirmation and take such action as Buyer may reasonably determine is necessary to transfer, convey and assign to Buyer, and to confirm Buyer’s title to, obligation under or interest in any or all of the Purchased Assets pursuant to this Agreement, to put Buyer in actual possession and operating control of such Purchased Assets as contemplated by this Agreement.", "output": "Sellers" } ]

[ { "input": "The Company shall, by 5:30 p.m. eastern time on the second business day following the closing of the transaction contemplated by this Agreement, file a Current Report on Form 8-K, including the Operative Documents as exhibits thereto, with the SEC. Such Form 8-K shall be subject to the prior review and comment of the Lender. From and after the issuance of the Form 8-K, the Company represents to the Lender that it shall have publicly disclosed all material, non-public information delivered to Lender by the Company, or any of their respective officers, directors, employees or agents.", "output": "Lender" } ]

[ { "input": "Between the time the Purchaser learned about the offering contemplated by this Agreement and the public announcement of the offering, the Purchaser has not engaged in any short sales (as defined in Rule 200 of Regulation SHO under the 1934 Act (“ Short Sales ”)) or similar transactions with respect to the Common Stock or any securities exchangeable or convertible for Common Stock, nor has the Purchaser, directly or indirectly, caused any person to engage in any Short Sales or similar transactions with respect to the Common Stock.", "output": "Rule 200 of Regulation SHO" } ]

[ { "input": "If the Company proposes, initiates, or commences to register (including without limitation, for this purpose, a registration effected by the Company for stockholders other than the Buyer) any of its securities under the Securities Act in connection with a public offering, resale of securities, or otherwise, the Company shall, at such time, promptly give the Buyer notice in writing of such registration.  Upon the request of the Buyer given within twenty (20) days after such notice is given by the Company, the Company shall, cause to be registered all of the Securities that the Buyer requests to be included in such registration. The expenses of such registration shall be borne by the Company.", "output": "twenty (20) days" } ]

[ { "input": "Notwithstanding any right of NRG to fully investigate the affairs of WCVC and notwithstanding any knowledge of facts determined or determinable by NRG pursuant to such investigation or right of investigation, NRG shall have the right to rely fully upon the representations, warranties, covenants and agreements of WCVC contained in this Agreement.  Each representation, warranty, covenant and agreement of WCVC contained herein shall survive the execution and delivery of this Agreement and the Closing and shall thereafter terminate and expire on the first anniversary of the Closing Date unless, prior to such date, MRG has delivered to WCVC Shareholders a written notice of a claim with respect to such representation, warranty, covenant or agreement.", "output": "first" } ]

[ { "input": "At the Closing, the Seller shall deliver to the Buyer possession of all certificates representing the Capital Stock, duly endorsed in blank or accompanied by duly executed transfer powers with signatures notarized, and such other instruments of transfer reasonably requested by and satisfactory to the Buyer and its counsel for consummation of the transactions contemplated under this Agreement and as are necessary to vest in the Buyer, all right, title and interest in and to the Capital Stock, free and clear of any lien, encumbrance, security agreement, equity, option, claim, charge or restriction, other than restrictions imposed by federal or state securities laws.", "output": "Buyer" } ]

[ { "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": "An Option's Exercise Price shall be established by the Committee and set forth in a Stock Option Agreement. The Exercise Price of an Option shall not be less than 100% of the Fair Market Value (110% for ISO Grants to 10-Percent Shareholders) on the date of Grant.", "output": "less than 100%" } ]

[ { "input": "All notices, consents and other communications under this Agreement shall be in writing and shall be deemed to have been received on the earlier of the date of actual receipt or the third business day after being sent by United States first class mail, properly addressed and postage prepaid. Customer’s address for notice and billing is stated in the Description of Services Order. Data Foundry’s address for notice is 1044 Liberty Park Drive, Austin, Texas 78746-6943 Attn: Legal.", "output": "Liberty Park Drive" } ]

[ { "input": "Your gross salary annualized over one year will be $300,000, subject to appropriate tax withholdings and deductions, and payable in accordance with Redfin’s normal payroll cycle. You are classified as an exempt employee and your salary is intended to compensate you for all hours worked. Increases are based on your and Redfin’s performance and are not guaranteed. This is a full-time position.", "output": "all hours" } ]

[ { "input": "Executive and the Company hereby ratify and reaffirm all of the terms, conditions and provisions of the Award Agreement and other documents related thereto, except as amended herein, and agree the same shall remain in full force and effect.", "output": "Company" } ]

[ { "input": "In consideration of the issuance of standby Letters of Credit hereunder, the Borrower promises to pay, in arrears, to the Agent for the account of each Lender a quarterly fee (the “ Letter of Credit Fee ”) on such Lender’s Revolving Credit Commitment Percentage of the average daily maximum amount available to be drawn under each such Letter of Credit computed at a per annum rate for each day from the date of issuance (or the Closing Date, as to Existing Letters of Credit) to the date of expiration equal to the Applicable Percentage for Eurodollar Loans.  The Letter of Credit Fee will be payable five (5) days after receipt of an invoice which shall be billed on the last Business Day of the calendar quarter.", "output": "each day" } ]

[ { "input": "On the Closing Date, the correct legal name of such Grantor, such Grantor’s jurisdiction of organization, organizational identification number, federal (and, if applicable, state) taxpayer identification number and the location of such Grantor’s chief executive office or sole place of business are specified on Schedule 4 .", "output": "4" } ]

[ { "input": "The restrictions contained in Sections 5 and 6 are necessary for the protection of the business and goodwill of KeyW and are considered by the Employee to be reasonable for such purpose. The Employee agrees that any breach of Sections 5 or 6 is likely to cause KeyW substantial and irreparable harm for which there is no adequate remedy at law and therefore, in the event of any such breach, the Employee agrees that KeyW, in addition to such other remedies which may be available, shall be entitled to specific performance and other injunctive relief without the need to post a bond. The Company shall be entitled to recover its reasonable attorney’s fees in the event that it prevails in such action.", "output": "KeyW" } ]

[ { "input": "This Agreement constitutes the entire understanding of the parties on the subjects covered. Participant expressly warrants that he or she is not accepting this Agreement in reliance on any promises, representations, or inducements other than those contained herein. Modifications to this Agreement or the Plan can be made only in an express written contract executed by a duly authorized officer of the Company. Notwithstanding anything to the contrary in the Plan or this Agreement, the Company reserves the right to revise this Agreement as it deems necessary or advisable for any legal or administrative reasons, in its sole discretion and without the consent of Participant, including but not limited to the compliance with Code Section 409A.", "output": "Participant" } ]

[ { "input": "(a) The Credit Agreement is hereby amended as of the Third Amendment Effective Date to delete the stricken text (indicated textually in the same manner as the following example: stricken text ) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text ) as set forth in the pages of the Credit Agreement attached as Exhibit A hereto.", "output": "Third Amendment" } ]

[ { "input": "Member Nonrecourse Deductions for any Fiscal Year shall be allocated one hundred percent (100%) to the Member that bears the Economic Risk of Loss with respect to such Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Treasury Regulation section 1.704-2(i).  If more than one (1) Member bears the Economic Risk of Loss with respect to a Member Nonrecourse Debt, such Member Nonrecourse Deductions attributable thereto shall be allocated between or among such Members in accordance with the ratios in which they share such Economic Risk of Loss.", "output": "100%" } ]

[ { "input": "Participation in the Plan confers no rights or interests other than as herein provided. The Grant Notice and these Rules create only a contractual obligation on the part of the Company as to amounts payable and may not be construed as creating a trust. Neither the Plan nor any underlying program, in and of itself, has any assets. Participant will have only the rights of a general unsecured creditor of the Company with respect to amounts credited and benefits payable, if any, with respect to the Awards, and rights no greater than the right to receive the Stock as a general unsecured creditor with respect to the Awards, as and when exercised pursuant to the terms hereof.", "output": "Company" } ]

[ { "input": "The Participant shall make appropriate arrangements with the Company for satisfaction of any federal, state or local income tax withholding requirements, Social Security and other employee tax or other requirements applicable to the granting, crediting, vesting or payment of benefits under the Plan. There shall be deducted from each payment made under the Plan or any other Compensation payable to the Participant (or Beneficiary) all taxes that are required to be withheld by the Company in respect to such payment or this Plan.  To the extent permissible under Code Section 409A, the Company shall have the right to reduce any payment (or other Compensation) by the amount of cash sufficient to provide the amount of said taxes.", "output": "Social Security" } ]

[ { "input": "Borrower agrees to pay all costs and expenses of the Bank in connection with the preparation, execution and delivery of this Amendment, including without limitation the fees and expenses of the Bank’s legal counsel (including Lender’s North Carolina counsel and Cayman Islands local counsel).", "output": "North Carolina" } ]

[ { "input": "Payable to the Lenders under the New Revolving Credit Facility equal to (x) 0.100% per annum , times (y) the daily average undrawn portion of the New Revolving Credit Facility (reduced by the amount of Letters of Credit issued and outstanding), with step- ups to (i) 0.150% per annum based on a Consolidated Leverage Ratio of greater than 1.25:1.00, but less than 1.75:1.00, (ii) 0.200% per annum based on a Consolidated Leverage Ratio of equal to or greater than 1.75:1.00, but less than 2.25:1.00 and (iii) 0.250% per annum based on a Consolidated Leverage Ratio of greater than 2.25:1.00.", "output": "0.200%" } ]

[ { "input": "If the Optionee’s service with the Company and all Related Corporations is terminated by the Company for Cause prior to the Expiration Date, any unexercised portion of this Option shall immediately terminate at that time.", "output": "Company" } ]

[ { "input": "This Agreement has been entered into pursuant to and in conjunction with the Security Agreement, which is hereby incorporated by reference. The provisions of the Security Agreement shall supersede and control over any conflicting or inconsistent provision herein. The rights and remedies of the Administrative Agent with respect to the Copyright Collateral are as provided by the Credit Agreement, the Security Agreement and related documents, and nothing in this Agreement shall be deemed to limit such rights and remedies.", "output": "the Copyright Collateral" } ]

[ { "input": "The proceeds of the Loans shall be advanced by the Lender for the benefit of Borrower in accordance with the terms and conditions set forth in this Article 3 .", "output": "3" } ]

[ { "input": "This Agreement shall be governed by, and construed in accordance with, the laws of the Commonwealth of Pennsylvania, without regard to its conflicts of laws provisions.", "output": "the Commonwealth of Pennsylvania" } ]

[ { "input": "This Release Agreement shall be governed by the laws of the State of Israel, without regard to its conflict of laws rules. In the event that any one or more of the provisions of this Release Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.", "output": "this Release Agreement" } ]

[ { "input": "The term of your employment under this Agreement (the “Term”) will begin on April 1, 2017 and will continue, subject to the termination provisions set forth in paragraph 5 below, through December 31, 2020. You shall give the Trust at least 60 days prior written notice of your resignation during the Term if you terminate this Agreement other than pursuant to paragraph 5(d).", "output": "Trust" } ]

[ { "input": "Tenant acknowledges that Tenant is in possession of the Premises and, except as specifically set forth in this First Amendment, Tenant accepts the same “as is”, without any obligation on the part of Landlord to refurbish the Premises, and without any representation by Landlord to Tenant as to the condition of the Premises and Tenant is satisfied with the condition of the Premises as it relates to the suitability of the Premises for Tenant’s purposes.", "output": "Tenant" } ]

[ { "input": "Except Affiliates and Subsidiaries listed on Schedule 8.15 and Subsidiaries permitted by Section 11.10 below, Borrower has no Subsidiaries or Affiliates. The jurisdiction of formation and ownership of each of the Subsidiaries listed on Schedule 8.15 is set forth on such Schedule.", "output": "Schedule 8.15" } ]

[ { "input": "Except as set forth in this Lender Joinder Agreement, [Supplemental Term Loan Commitments] [Revolving Commitment Increases] shall otherwise be subject to the provisions of the Credit Agreement and the other Loan Documents.", "output": "the Credit Agreement" } ]

[ { "input": "The Mortgagor of such Senior Loan, the related lessee, franchisor or operator is in possession of all material licenses, permits and authorizations required for use of the related Mortgaged Property by such Mortgagor and all such material licenses, permits and authorizations are in effect. The related ELA Documents require the Mortgagor to keep all material licenses, permits and authorizations necessary for its operation of the Mortgaged Property in full force and effect and to be qualified to do business in the jurisdiction in which the related Mortgaged Property is located.", "output": "Mortgagor" } ]

[ { "input": "Until the Shares vest pursuant to Section 2 hereof or unless the Committee determines otherwise, none of the Shares may be transferred other than by will or by the laws of descent and distribution and no Shares may be pledged, alienated, attached or otherwise encumbered, and any purported pledge, alienation, attachment or encumbrance thereof shall be void and unenforceable against the Company or any Affiliate.  The Committee may establish procedures as it deems appropriate for Participant to designate a person or persons, as beneficiary or beneficiaries, to exercise the rights of the Participant and receive any property distributable with respect to the Shares in the event of the Participant's death.", "output": "Company" } ]

[ { "input": "Each Party herein expressly represents and warrants to all other Parties hereto that (a) before executing this Agreement, said Party has fully informed itself of the terms, contents, conditions and effects of this Agreement; (b) said Party has relied solely and completely upon its own judgment in executing this Agreement; (c) said Party has had the opportunity to seek and has obtained the advice of its own legal, tax and business advisors before executing this Agreement; (d) said Party has acted voluntarily and of its own free will in executing this Agreement; and (e) this Agreement is the result of arm’s length negotiations conducted by and among the Parties and their respective counsel.", "output": "Party" } ]

[ { "input": "If a Change in Control occurs when Executive is employed by the Company, the Company will continue thereafter to employ Executive during the period commencing on the date of a Change in Control and ending on the first anniversary of such date (the “Employment Period”), and thereafter in accordance with Section 2 of this Agreement, and the Executive will remain in the employ of the Company in accordance with and subject to the terms and provisions of this Agreement.", "output": "Company" } ]

[ { "input": "Promptly after the Commencement Date the Parent shall issue to the Executive (i) 3,000,000 restricted shares of its common stock registered in the name of the Executive or his nominee(s) and grant the Executive an option (the “Option”) to purchase an additional 1,000,000 restricted shares of the Parent’s common stock at an exercise price of $0.15 per share, which Option may be exercised in whole or in part from time to time, during the period commencing August 1, 2016 and ending on July 31, 2020. The terms and conditions of the Option shall be as set forth in the Option Agreement annexed hereto as Exhibit B.", "output": "3,000,000" } ]

[ { "input": "Subject to the final paragraph of this Section  4.01 , the Administrative Agent (or its counsel) shall have received (i) the certificate representing any Capital Stock required to be pledged pursuant to the Security Agreement, together with an undated stock power or similar instrument of transfer for each such certificate endorsed in blank by a duly authorized officer of the pledgor thereof, and (ii) any Material Debt Instrument required to be pledged pursuant to the Security Agreement endorsed (without recourse) in blank (or accompanied by an transfer form endorsed in blank) by the pledgor thereof.", "output": "the Security Agreement" } ]

[ { "input": "All licenses (and to the extent applicable rights) granted under or pursuant to this Agreement by Enumeral to Pieris are, and shall otherwise be deemed to be, for purposes of Section 365(n) of Title 11, United States Code (the “Bankruptcy Code”) licenses of rights to “intellectual property” as defined under Section 101 of the Bankruptcy Code. The Parties agree that Pieris, as a licensee of such rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the Bankruptcy Code.", "output": "the Bankruptcy Code" } ]

[ { "input": "As soon as administratively practicable after the end of the Performance Period, the Committee shall determine the level attained for each performance measure in accordance with the Performance Leverage Factor Grid. The Committee shall make the final determination with regard to the calculation of [the performance measures] for the Performance Period. The number of earned Restricted Shares shall be determined in accordance with the level of performance achieved.", "output": "Committee" } ]

[ { "input": "The Company is a publicly-held company subject to reporting obligations pursuant to Section 12(g) of the Exchange Act. As of the Closing Date, the Company is not a “shell company” but is a “former shell company” as those terms are employed in Rule 144 under the Securities Act.", "output": "the Securities Act" } ]

[ { "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": "Commission" } ]

[ { "input": "The Corporation and the Indemnitee each hereby irrevocably consent to the jurisdiction of the courts of the State of Delaware for all purposes in connection with any action or proceeding which arises out of or relates to this Agreement and agree that any action instituted under this Agreement shall be brought only in the state courts of the State of Delaware.", "output": "Delaware" } ]

[ { "input": "No litigation (including derivative actions), arbitration proceeding or governmental investigation or proceeding is pending or, to Borrower’s knowledge, threatened against any Loan Party or any Subsidiary of a Loan Party which could reasonably be expected to have a Material Adverse Effect, except as set forth in Schedule 9.6 . Other than any liability incident to such litigation or proceedings, no Loan Party and no Subsidiary of a Loan Party has any material contingent liabilities not listed on Schedule 9.6 or permitted by Section 11.1 .", "output": "no Loan Party" } ]

[ { "input": "Seller is duly formed, validly existing and in good standing under the Laws of the jurisdiction of its formation.", "output": "the Laws of the jurisdiction" } ]

[ { "input": "For purposes of this Section 8.5, the term “applicable law” includes FATCA.", "output": "this Section 8.5" } ]

[ { "input": "In accordance with Section 2.2 of the Transaction Agreement dated June 1, 2015 by and among Landlord, Tenant and certain of their Affiliates,  Landlord and Tenant confirm that the defined term “Base Year” set forth in Section 1.10 of the Lease means, with respect to the Property located at 160 State Highway 77, Hillsboro, Texas, the 2019 calendar year.", "output": "Section 1.10" } ]

[ { "input": "Pledgor is not an employee benefit plan as defined in Section 3 of Title I of ERISA, or a plan described in Section 4975(e)(1) of the Code, and the Collateral are not “plan assets” within the meaning of 29 CFR §2510.3 101 as amended by Section 3(42) of ERISA, in Pledgor’s hands, and transactions by or with Pledgor are not subject to any state or local statute regulating investments or fiduciary obligations with respect to governmental plans within the meaning of Section 3(32) of ERISA.", "output": "ERISA" } ]

[ { "input": "Any violation of Section 6.09 of the Credit Agreement directly resulting from (a) the transfers and assignments of the Transferred Equipment (or the economic rights therein) as described in paragraph 1 of Exhibit B or (b) the purchase of the Purchased Real Estate and the subsequent assignment by FILLC of certain rights and interests in the Purchased Real Estate as described in paragraph 3 of Exhibit B .", "output": "3" } ]

[ { "input": "Except as may otherwise be provided by the Administrator either in the Award Certificate or, subject to Section 18 below, in writing after the Award is issued, a grantee’s rights in all Dividend Equivalent Rights shall automatically terminate upon the grantee’s termination of employment (or cessation of service relationship) with the Company and its Subsidiaries for any reason.", "output": "Section 18" } ]

[ { "input": "For purposes of this Agreement, the following capitalized terms have the meanings assigned to them in this Section 1.1 . Capitalized terms used in this Agreement and not defined in this Section 1.1, have the meanings assigned to them elsewhere in this Agreement.", "output": "this Section 1.1" } ]

[ { "input": "Each of Harbor and Spinco or its successor, as applicable, shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth herein to be performed by any Harbor Entity and any Spinco Entity, respectively. The Parties each agree to take such further actions and to execute, acknowledge, and deliver, or to cause to be executed, acknowledged, and delivered, all such further documents as are reasonably requested by the other for carrying out the purposes of this Agreement or of any document delivered pursuant to this Agreement. The provisions of Section 10.15 of the Distribution Agreement governing specific performance are incorporated herein by reference.", "output": "Spinco" } ]

[ { "input": "ABRCF agrees that on the Series 2017-1 Closing Date it will have capitalization in an amount equal to or greater than 3% of the sum of (x) the Series 2017-1 Invested Amount and (y) the invested amount of the Series 2010-6 Notes, the Series 2011-4 Notes, the Series 2012-2 Notes, the Series 2012-3 Notes, the Series 2013-1 Notes, the Series 2013-2 Notes, the Series 2014-1 Notes, the Series 2014-2 Notes, the Series 2015-1 Notes, Series 2015-2 Notes, the Series 2015-3 Notes, the Series 2016-1 Notes and the Series 2016-2 Notes.", "output": "2013-1" } ]

[ { "input": "During the term of this Agreement, Executive shall not accrue paid vacation or personal time off under any current or future vacation or paid time off policy of the Company (collectively, the “ PTO Plans ”). Executive may take reasonable time off for vacation, consistent with the needs of the Company’s business, and shall notify the Board of such vacation usage, consulting in advance with the Board as appropriate. Executive’s accrued vacation and paid time off account balance of $148,229.86 as of December 31, 2016 (the “ Balance ”) shall not be affected by this Section 4.1, and such Balance shall be payable in full upon Executive’s termination of employment with the Company for any reason.", "output": "Company" } ]

[ { "input": "(a) Except as otherwise expressly provided herein, unless previously terminated, the 2018 Revolving Commitments shall terminate on the Maturity Date for the 2018 Revolving Commitments, and the 2019 Revolving Commitments shall terminate on the Maturity Date for the 2019 Revolving Commitments.", "output": "2019" } ]

[ { "input": "Participant hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of Participant’s personal data as described in this Agreement and any other RSU grant materials by and among, as applicable, the Employer, the Company, its Parent, Subsidiaries and affiliates for the exclusive purpose of implementing, administering and managing Participant’s participation in the Plan.", "output": "Company" } ]

[ { "input": "Except for an action to challenge the validity of Employee’s release of claims under the ADEA, or as otherwise provided in Section 12 below, Employee promises that he will not file, instigate or participate in any proceeding against any of the Released Parties relating to any of the Released Claims. In the event Employee breaches the covenant contained in this Section 4 , Employee agrees to indemnify the Released Parties for all damages and expenses, including attorneys’ fees, incurred by any Released Parties in defending, participating in or investigating any matter or proceeding covered by this Section 4 .", "output": "Employee" } ]

[ { "input": "The Applicable Authorized Representative may perform any and all of its duties and exercise its rights and powers hereunder or under any other Senior Lien Collateral Document by or through any one or more sub-agents appointed by the Applicable Authorized Representative. The Applicable Authorized Representative and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Affiliates. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Affiliates of the Applicable Authorized Representative and any such sub-agent.", "output": "one" } ]

[ { "input": "The Option shall terminate upon the Participant’s Termination for any reason and no Shares may thereafter be purchased under the Option except as provided below. Notwithstanding anything contained in this Agreement, (i) a Participant who is in a position of Vice President or above must give at least 30 days advance written notice of his Termination due to resignation (including Retirement) in order for the Participant to exercise the Option for any period that may apply below and (ii) in no event shall the Option be exercisable after the Expiration Date. If less than 30 days advance written notice is given, the Option shall be immediately canceled, including the portion of the Option that is otherwise exercisable.", "output": "at least 30 days" } ]

[ { "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": "(i) AAC, (ii) the Segregated Account, (iii) the Rehabilitator, (iv) the Management Services Provider, (v) the Special Deputy Commissioner, (vi) OCI, (vii) the General Account, (viii) any Paying Agent retained by the Rehabilitator pursuant to the Plan, and each of their respective current and former members, shareholders, affiliates, officers, directors, employees, agents (including any attorneys, financial advisors, investment bankers, consultants and other professionals retained by such Persons, and any other advisors or experts with whom OCI, the Rehabilitator or the Special Deputy Commissioner consults, as contemplated by Wis. Stat. § 645.33(3)).", "output": "AAC" } ]

[ { "input": "This Joinder shall be governed by and construed in accordance with the internal laws of the State of [Delaware], without regard to any conflicts of law provisions which would require or permit the application of the law of any other jurisdiction.", "output": "Joinder" } ]

[ { "input": "EACH PARTY HEREBY IRREVOCABLY WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY OF THE AFORESAID ACTIONS OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS OR ANY LOAN DOCUMENT BROUGHT IN THE COURTS REFERRED TO IN THE FOREGOING SECTION 6.01 AND HEREBY FURTHER IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.", "output": "THE FOREGOING SECTION 6.01" } ]

[ { "input": "Seller has provided to Buyer copies of the unaudited balance sheet of the Seller at December 31, 2014 and December 31, 2015 and the related statements of income and cash flows for the years then ended together with the unaudited balance sheet of the Seller at September 30, 2016 and the related statements of income and cash flows for the nine months then ended (referred to as the “ Most Recent Financial Statements ”. Except as set forth on Schedule 5.14, the Most Recent Financial Statements fairly present, in all material respects, the net assets of the Business at December 31, 2015 and for the nine months ended September 30, 2016 and the operating profit or loss of the Business.", "output": "Business" } ]

[ { "input": "Nothing herein will be deemed or construed to represent an admission by Executive, the Company, Eagle International, or any of the Eagle Parties of any violation of law or other wrongdoing of any kind whatsoever.", "output": "Company" } ]

[ { "input": "No litigation (including derivative actions), arbitration proceeding or governmental investigation or proceeding is pending or, to any Loan Parties' knowledge, threatened against any Loan Party which could reasonably be expected to have a Material Adverse Effect, except as set forth in Schedule 9.6 .  Other than any liability incident to such litigation or proceedings, no Loan Party has any material contingent liabilities not listed on Schedule 9.6 or permitted by Section 11.1.", "output": "Section 11.1" } ]

[ { "input": "Except as otherwise determined by the Committee in its sole discretion in a manner compliant with Section 409A of the Code, a Participant shall receive a lump sum cash distribution in respect of the Vested portion of his or her Mutual Fund Share Investment Account as soon as practicable following the date such portion becomes Vested, but subject to the provisions of Section 6.3, in no case later than 2.5 months following the end of the taxable year in which such portion becomes Vested.", "output": "Committee" } ]

[ { "input": "The Borrower has given fair consideration and reasonably equivalent value to the Seller or the applicable third party seller in exchange for the purchase of the Loans (or any number of them). No such transfer has been made for or on account of an antecedent debt and no such transfer is or may be voidable or subject to avoidance under any section of the Bankruptcy Code.", "output": "the Bankruptcy Code" } ]

[ { "input": "The Company will grant the Executive effective on the Commencement Date a non-qualified stock option for the purchase of an aggregate of 550,000 shares of Common Stock of the Company pursuant to the terms of the Corindus Vascular Robotics, Inc. 2014 Stock Award Plan (the ”Stock Plan”) and the Company’s standard form of non-qualified stock option agreement with a strike price equal to the closing stock price on the date of grant (the “Option”). Subject to the Executive’s continued employment, the Option shall vest over a period of four (4) years, with the first 25% of the Option vesting on the one (1) year anniversary of the Commencement Date and the remaining 75% vesting ratably monthly over the following three (3) years.", "output": "four (4) years" } ]

[ { "input": "With respect to the Award, the Company may, in its sole discretion, determine that if you are on leave of absence for any reason you will be considered to still be in the employ of, or providing services for, the Company, provided that rights to the Restricted Units during a leave of absence will be limited to the extent to which those rights were earned or vested when the leave of absence began.", "output": "Company" } ]

[ { "input": "Since March 31, 2014, no event or circumstance, either individually or in the aggregate, has occurred that has had or could reasonably be expected to have a Closing Date Material Adverse Effect.", "output": "March 31, 2014" } ]

[ { "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": "annually" } ]

[ { "input": "As consideration for services rendered, the Company shall pay the Executive a salary of $350,000 per annum (the “Base Salary”), payable not less frequently than monthly. The Executive’s Base Salary will be reviewed annually by the Compensation Committee of the Board (the “Committee”) and may be increased (but not decreased without the Executive’s consent) to reflect the Executive’s performance and responsibilities.", "output": "monthly" } ]

[ { "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": "the Permal Contributor" } ]

[ { "input": "This Agreement, the Plan and certain definitions under the Employment Agreement constitute the entire understanding between the Participant and the Company regarding this Stock Award. Notwithstanding the terms of the Employment Agreement, or any other agreement between the Participant and the Company, the Restricted Stock awarded to the Participant under this Agreement shall vest only in accordance with the terms of this Agreement and any applicable vesting or accelerated vesting provisions contained in the Employment Agreement or any other agreement between the Participant and the Company are superseded by the terms of this Agreement.", "output": "the Employment Agreement" } ]

[ { "input": "This Separation Agreement and Release may not be modified, altered, or changed except in writing and signed by both Parties wherein specific reference is made to this Separation Agreement and Release.", "output": "This Separation Agreement" } ]

[ { "input": "Each Loan Party is in compliance, in all material respects, with (i) the Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto, and (ii) the PATRIOT Act. No part of the proceeds of the Loans will be used, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended.", "output": "the Trading with the Enemy Act" } ]

[ { "input": "ALLETE will make a lump-sum payment to Ms. Amberg in an amount equal to the sum of: (a) $344,866, which amount is equal to twelve (12) months’ base salary at Ms. Amberg’s pay rate in effect on the Effective Date.", "output": "twelve (12) months" } ]

[ { "input": "THIS AGREEMENT IS SUBJECT TO ARBITRATION UNDER THE TEXAS ARBITRATION ACT. Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration in San Antonio, Texas in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrator's award in any court having jurisdiction; provided, however, that you shall be entitled to seek specific performance of your right to be paid until the Date of Termination during the pendency of any dispute or controversy arising under or in connection with this Agreement.", "output": "the American Arbitration Association" } ]

[ { "input": "Except as otherwise provided in Section 18, this Agreement and any disputes hereunder shall be governed by and interpreted in accordance with the laws of the State of Delaware, without application of its conflicts of laws principles.", "output": "Section 18" } ]

[ { "input": "The Credit Agreement, as expressly modified herein, shall continue in full force and effect and be binding upon the parties thereto.", "output": "The Credit Agreement" } ]

[ { "input": "Every provision hereof is intended to be severable, and if any term or provision hereof is illegal or invalid for any reason whatsoever or would affect the partnership status of the Company for federal income tax purposes, such provision shall be invalid, but such illegality or invalidity shall not affect the validity of the remainder of this Agreement.", "output": "Company" } ]

[ { "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": "a Plan Year" } ]

[ { "input": "Promptly (not later than 5 Business Days) notify Agent upon any Person becoming a Subsidiary and, if such Person is not a Foreign Subsidiary (other than a Foreign Subsidiary that is no longer designated a Immaterial Foreign Subsidiary), cause it to guaranty the Obligations in a manner satisfactory to Agent, and to execute and deliver such documents, instruments and agreements and to take such other actions as Agent shall require to evidence and perfect a Lien in favor of Agent on all assets of such Person, including delivery of such legal opinions, in form and substance reasonably satisfactory to Agent, as it shall deem appropriate.", "output": "Agent" } ]

[ { "input": "Borrower hereby unconditionally promises to pay to the order of Bank, in lawful money of the United States of America, the aggregate unpaid principal amount of all Credit Extensions made by Bank to Borrower, together with accrued and unpaid interest on the unpaid principal amount of such Credit Extensions at the rates set forth herein, and all other Obligations owing by Borrower to Bank, in each case as and when due in accordance with the terms hereof.", "output": "Bank" } ]

[ { "input": "This Agreement will be construed in accord with and any dispute or controversy arising from any breach or asserted breach of this Agreement will be governed by the laws of the State of Washington, without reference to the choice of law principles thereof.", "output": "Washington" } ]

[ { "input": "Alfa shall deliver or have delivered the Compound [***] or [***]. Title and risk shall pass to Salix when the Compound is delivered by the carrier to the plant as set forth above or as otherwise designated by Salix from time to time. Anything to the contrary under this Agreement notwithstanding, any cost and expense arising out of delivery of the Compound from the major airport or seaport to [***] or to the plant in the Territory designated by Salix from time to time exceeding [***] miles shall be promptly reimbursed by Salix to Alfa.", "output": "Salix" } ]

[ { "input": "Enter into or be party to any transaction with an Affiliate or a Subsidiary except (a) transactions expressly permitted by the Loan Documents; (b) payment of reasonable compensation, benefits and employment incentives to officers and employees for services actually rendered, and payment of customary directors’ fees and indemnities; (c) transactions in the ordinary course of business and on upon fair and reasonable terms and no less favorable than would be obtained in a comparable arm’s-length transaction with a non-Affiliate; (d) transactions with Affiliates consummated prior to the Closing Date, as shown on Schedule 10.2.17 .", "output": "Affiliate" } ]

[ { "input": "Time is of the essence of this Agreement; provided, however, that notwithstanding anything to the contrary in this Agreement, if the time period for the performance of any covenant or obligation, satisfaction of any condition or delivery of any Notice or item required under this Agreement shall expire on a day other than a Business Day, such time period shall be extended automatically to the next Business Day.", "output": "a day other than a Business Day" } ]

[ { "input": "Provided a Participant has met all enrollment requirements set forth in this Plan or otherwise required by the Committee, the Participant’s participation shall commence as provided in Section 3.1(b). If a Participant fails to meet all such requirements within the specified time period with respect to any Plan Year, the Participant shall not be eligible to defer compensation during that Plan Year.", "output": "any Plan Year" } ]