Datasets:

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scholarly360

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contracts-extraction-instruction-llm-experiments

like 7

[ { "input": "The Applicant agrees that the execution of this Agreement and the other Project Documents, and the performance of its obligations hereunder and thereunder, shall be deemed to have a Connecticut situs, and the Applicant shall be subject to the personal jurisdiction of the courts of the State of Connecticut with respect to any action the Commissioner, his/her successors or assigns may commence hereunder or thereunder. Accordingly, the Applicant hereby specifically and irrevocably consents to the jurisdiction of the courts of the State of Connecticut with respect to all matters concerning this Agreement or any of the other Project Documents or the enforcement thereof in any action initiated by the Commissioner or which the Commissioner voluntarily joins as a party.", "output": "the State of Connecticut" } ]

[ { "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": "Plan" } ]

[ { "input": "This Agreement, when executed and delivered by the Company in accordance with the provisions hereof, shall be a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the enforcement of creditors’ rights generally.", "output": "Company" } ]

[ { "input": "As required by applicable law, this offer and Agreement are subject to satisfactory proof of Employee’s right to work in the United States of America. It is required that Employee bring the appropriate documentation with Employee at the time of employment.", "output": "the United States of America" } ]

[ { "input": "Seller acknowledges that Buyer has afforded Seller reasonable access and documentation, and further, Buyer shall cause its officers to, afford, Seller reasonable access during regular business hours to its books or records as they relate to the Transaction.", "output": "Seller" } ]

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

[ { "input": "This Agreement supersede all other prior oral or written agreements between the Breslow Parties and the Company with respect to the matters discussed herein, and this Agreement and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and, except as specifically set forth herein, neither the Company nor any Breslow Party makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be amended other than by an instrument in writing signed by the Company and the applicable Breslow Party. No provision hereof may be waived other than by an instrument in writing signed by the party against whom enforcement is sought.", "output": "Breslow" } ]

[ { "input": "The Plan shall be administered by the Committee and the Committee shall be responsible for the general administration and interpretation of the Plan and for carrying out its provisions. The Committee shall have such powers as may be necessary to discharge its duties hereunder.", "output": "Plan" } ]

[ { "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": "Section 5 hereof" } ]

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

[ { "input": "Notwithstanding anything to the contrary herein, (i) Dealer acknowledges that this Master Confirmation may be intended to produce U.S. federal income tax benefits for Counterparty and (ii) Counterparty and Dealer hereby agree that (A) Counterparty is not obligated to Dealer to keep confidential from any and all persons or otherwise limit the use of any aspect of this Master Confirmation relating to the structure or tax aspects thereof, and (B) Dealer does not assert any claim of proprietary ownership in respect of any such aspect of this Master Confirmation.", "output": "Dealer" } ]

[ { "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": "the United States of America" } ]

[ { "input": "The relationship between the Company and UA under this Agreement will be only that of principal and agent and UA’s status under this Agreement will be that of an independent contractor. No joint venture, partnership, or other business organization will be created or be construed as being created by reason of this Agreement.", "output": "Company" } ]

[ { "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" } ]

[ { "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": "344,866" } ]

[ { "input": "In the event all or any portion of the Term Loans incurred on the First Amendment Effective Date is repaid (or repriced or effectively refinanced through any amendment, including, without limitation, through a Refinancing Facility) for any reason (other than voluntary prepayments with Internally Generated Cash, mandatory prepayments required pursuant to Sections 2.05(g) and 2.05(h) and repayments made pursuant to Section  2.07 ) prior to the six-month anniversary of the First Amendment Effective Date, such repayments, repricing or effective refinancings will be made at 101.0% of the principal amount repaid, repriced or effectively refinanced if such repayment, repricing or refinancing occurs on or prior to the six-month anniversary of the First Amendment Effective Date.", "output": "101.0%" } ]

[ { "input": "The Committee may delegate any of its administrative duties and powers to any officer or employee of the Corporation or its subsidiaries as it deems appropriate, except for any duties that may not be delegated pursuant to applicable law or regulation.  In administering the Plan, the Committee may employ attorneys, consultants, accountants, or other persons, and the Corporation and the Committee will be entitled to rely on the advice or opinions of such persons. All ordinary and reasonable expenses of the Plan will be paid by the Corporation.", "output": "Corporation" } ]

[ { "input": "The Performance-Based Cash Award may be paid out to the Participant, in the Committee’s discretion, all or in part in the form of cash or shares of Restricted Stock.", "output": "Committee" } ]

[ { "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": "Shares which are to be delivered under the Plan may be obtained by the Company from its treasury, by purchases on the open market or from private sources, or by issuing authorized but unissued Shares. Any issuance of authorized but unissued Shares shall be approved by the board of directors of the Company or a duly authorized committee thereof. Authorized but unissued Shares may not be delivered under the Plan if the purchase price thereof is less than the par value of the Shares. No fractional Shares may be purchased or issued under the Plan.", "output": "Company" } ]

[ { "input": "Executive's employment under this Agreement will terminate upon her death during the term of this Agreement, in which event Executive's estate or beneficiary will receive the compensation due to Executive through the last day of the calendar month in which her death occurred, and the Bank will continue to provide to Executive's family for one (1) year after Executive's death non-taxable medical and dental coverage substantially comparable (and on substantially the same terms and conditions) to the coverage maintained by the Bank for Executive and her family immediately prior to Executive's death.", "output": "one (1) year" } ]

[ { "input": "The Participant and his or her transferees shall take all actions that may be reasonably requested by the Company from time to time, including by executing and delivering all agreements, instruments and documents that may be reasonably requested by the Company, to carry out the purposes of the Grant Documents. Without limiting the immediately preceding sentence, the Participant or his or her transferees shall execute and deliver such instructions, confirmations and powers of attorney with respect to the Designated Unit Holding Accounts for purposes consistent with Paragraph 3 above.", "output": "the Grant Documents" } ]

[ { "input": "Prior to the date that is one (1) year and one (1) day after the date on which the Indenture has been terminated in accordance with its terms and all Obligations thereunder and under the other Transaction Documents have been fully satisfied, the Servicer shall not institute, or join any other Person in instituting, or authorize a trustee or other Person acting on its behalf or on behalf of others to institute, any bankruptcy, reorganization, arrangement, insolvency, liquidation or receivership proceedings under the laws of the United States of America or any state thereof against any Obligor or the Guarantor.", "output": "one (1) year" } ]

[ { "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 any Group Member pending or, to the knowledge of Holdings or the Borrower, threatened; (b) hours worked by and payment made to employees of each Group Member have not been in violation of the Fair Labor Standards Act, as amended, or any other applicable Requirement of Law dealing with such matters; and (c) all payments due from any Group Member on account of employee health and welfare insurance have been paid or accrued as a liability on the books of the relevant Group Member.", "output": "Holdings" } ]

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

[ { "input": "The US Borrower shall make mandatory principal prepayments of the Loans in the manner set forth in clause (vi)  below in an amount equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Debt Issuance pursuant to Section 11.1(n)  or pursuant to the Second Lien Facility pursuant to the last paragraph of Section 11.1 .  Such prepayment shall be made within three (3) Business Days after the date of receipt of the Net Cash Proceeds of any such Debt Issuance.", "output": "US" } ]

[ { "input": "Promptly and in any event within five Business Days after receipt thereof by the Parent or any other member of the Controlled Group from the PBGC, the Parent shall provide to the Administrative Agent copies of each notice received by the Parent or any such other member of the Controlled Group of the PBGC’s intention to terminate any Plan or to have a trustee appointed to administer any Plan.", "output": "the Controlled Group" } ]

[ { "input": "Merck represents and warrants that the Products comply with all applicable federal, state and local laws and regulations and that Merck has obtained all necessary permits, licenses and certifications for providing Products hereunder.", "output": "Merck" } ]

[ { "input": "The granting and settlement of the Restricted Shares, and any other obligations of the Company under this Agreement, shall be subject to all applicable U.S. federal, state and local laws, rules and regulations, all applicable non-U.S. laws, rules and regulations and to such approvals by any regulatory or governmental agency as may be required. The Participant agrees to take all steps the Committee or the Company determines are reasonably necessary to comply with all applicable provisions of U.S. federal and state securities law and non-U.S. securities law in exercising his rights under this Agreement.", "output": "Committee" } ]

[ { "input": "Executive shall be eligible to receive cash incentive compensation as determined by the Compensation Committee from time to time, and shall also be eligible to participate in such incentive compensation plans as the Compensation Committee shall determine from time to time.", "output": "the Compensation Committee" } ]

[ { "input": "If Purchaser elects to terminate this Agreement pursuant to this Section 7 , and if Purchaser is not, on the date of such election, in default under this Agreement, Seller shall promptly direct the Title Company/Escrow Agent to return the Deposit to Purchaser, and neither party shall have any further liability hereunder except for the obligations of Purchaser that survive the termination of this Agreement.", "output": "Purchaser" } ]

[ { "input": "If the reallocation described in clause (b)  above cannot, or can only partially, be effected, the Borrowers shall, without prejudice to any right or remedy available to it hereunder or under applicable Law, (x) first, prepay Swing Line Loans in an amount equal to the Swing Line Lenders’ Fronting Exposure and (y) second, Cash Collateralize the LC Issuers’ Fronting Exposure in accordance with the procedures set forth in Section 2.16 .", "output": "second" } ]

[ { "input": "If the Building contains a tenant name directory, Landlord shall include Tenant's name and location in the Building on one (1) line on the Building directory. The initial cost of such directory signage shall be paid for by Landlord, but any subsequent charges thereto shall be at Tenant's cost.", "output": "Building" } ]

[ { "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": "Executive" } ]

[ { "input": "This Agreement amends and restates the Amended and Restated Subsidiary Pledge Agreement dated as of August 7, 2013 (the “Existing Subsidiary Pledge Agreement”) among the Pledgors and the Administrative Agent, as heretofore amended and supplemented. All obligations of and security interests created by the Pledgors under the Existing Subsidiary Pledge Agreement are continued in full force and effect hereunder.", "output": "the Existing Subsidiary Pledge Agreement" } ]

[ { "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": "0.150%" } ]

[ { "input": "Each Subsidiary of the US Borrower that is required to become a party to this Agreement after the date hereof pursuant to Section 6.11 of the Credit Agreement shall become a Debtor for all purposes of this Agreement upon execution and delivery by such Subsidiary of an instrument in the form of Annex I hereto.", "output": "the Credit Agreement" } ]

[ { "input": "The provisions of this Guaranty shall be binding upon Guarantors and their respective heirs, successors, successors in title, legal representatives, and assigns, and shall inure to the benefit of Lender, its successors, successors in title, legal representatives and assigns, and the holders of the Hedge Obligations. No Guarantor shall assign or transfer any of its rights or obligations under this Guaranty without the prior written consent of Lender.", "output": "Lender" } ]

[ { "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": "Vinson & Elkins LLP" } ]

[ { "input": "Landlord and Tenant represent and warrant to the other that except for Jones Lang LaSalle and Newmark Knight Frank (the “ Brokers ”) they have not made any agreement or taken any action which may cause any other party to become entitled to a commission as a result of the transactions contemplated by this Amendment. Furthermore, each party will indemnify and defend the other from any and all claims, actual or threatened, for compensation by any other such third person by reason of such party’s breach of their representation or warranty contained in this Section. Landlord will pay any commission due to the Brokers pursuant to its separate agreement with the Brokers.", "output": "Landlord" } ]

[ { "input": "If the Change in Control constitutes a Section 409A Change in Control, then a pro rata portion of the Units earned under this Award as determined in Section 10(b)(ii) below shall be distributed immediately to the Employee in the form of shares of Stock, if any, for the period from the start of the Award Period through the date of the Change in Control. If such Change in Control is not a Section 409A Change in Control, then all of the Units earned under this Award shall be converted into cash in accordance with Section 10(c) below and payment shall be made on the Payment Date or, if earlier, the Separation Payment Date, in accordance with the provisions of Section 10(c).", "output": "Section 409A Change" } ]

[ { "input": "During the Employment Period, Executive shall have complete responsibility for and authority over all day-to-day financial, accounting, and public company operations of the Company. Additionally, during the Employment Period, Executive shall devote substantially all of her business time, during normal business hours, to the business and affairs of the Company and Executive shall use her reasonable best efforts to perform faithfully and efficiently the duties and responsibilities contemplated by this Agreement. Notwithstanding the foregoing, the Executive shall be allowed, to the extent such activities do not substantially interfere with the performance by Executive of her duties and responsibilities hereunder, to serve on corporate, civic or charitable boards or committees.", "output": "day" } ]

[ { "input": "The obligations of the Guarantors under this Section  8 shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of a Borrower or any other Loan Party in respect of the Guarantor Obligations is rescinded or must be otherwise restored by any holder of any of the Guarantor Obligations, whether as a result of any proceedings in bankruptcy or reorganization or otherwise.", "output": "this Section  8" } ]

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

[ { "input": "The Collateral is and will be owned by Borrower free and clear of all liens and other encumbrances of any kind (including liens or other encumbrances upon properties acquired or to be acquired under conditional sales agreements or other title retention devices), excepting only liens in favor of Agent and those liens and encumbrances permitted under Section 7.4 below. Borrower will defend the Collateral against any claims of all persons or entities other than Agent or such other permitted lienholders as are set forth in Section 7.4 .", "output": "Agent" } ]

[ { "input": "If any provision of the Plan or any Cash Incentive is determined to be invalid, illegal or unenforceable in any jurisdiction, or as to any person, or would disqualify the Plan or any Cash Incentive under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to applicable laws, or, if it cannot be so construed or deemed amended without, in the Committee's determination, materially altering the intent of the Plan or the Cash Incentive, such provision shall be stricken as to such jurisdiction, person or Cash Incentive, and the remainder of the Plan and any such Cash Incentive shall remain in full force and effect.", "output": "Plan" } ]

[ { "input": "Except as otherwise provided in this Eighth Amendment, all of the provisions of the Credit Agreement are hereby ratified and confirmed and shall remain in full force and effect.", "output": "this Eighth Amendment" } ]

[ { "input": "Guarantor (i) is not and will not become a Person or entity described by section 1 of Executive Order 13224 of September 24, 2001 Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (12 C.F.R. 595), and no Credit Party engages in dealings or transactions with any such Persons or entities, and (ii) is not in violation of the USA PATRIOT Act.", "output": "Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit" } ]

[ { "input": "Any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by binding arbitration, conducted before a panel of three arbitrators in a location selected by the Employee within 100 miles of such Employee's job location with the Bank, in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrators' award in any court having jurisdiction.", "output": "three" } ]

[ { "input": "The names of the obligors, amounts owing, due dates and other information with respect to the Accounts and Chattel Paper owned by such Grantor are and will be correctly stated in all material respects in all records of such Grantor relating thereto and in all invoices and reports with respect thereto furnished to the Administrative Agent by such Grantor from time to time.  As of the time when each Account or each item of Chattel Paper arises, such Grantor shall be deemed to have represented and warranted that such Account or Chattel Paper, as the case may be, and all records relating thereto, are genuine and in all respects what they purport to be.", "output": "Grantor" } ]

[ { "input": "The name in which such Transferor has executed this Agreement is identical to the name of such Transferor as indicated on the public record of its state of organization which shows such Transferor to have been organized. In the past five (5) years, such Transferor has not used any corporate names, trade names or assumed names other than the name in which it has executed this Agreement and as listed on Exhibit II .", "output": "Transferor" } ]

[ { "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": "Company" } ]

[ { "input": "Neither the Company nor any Subsidiary has any interest in any real estate, except that the Company and its Subsidiaries lease the properties described in the SEC Reports or on Schedule 3.19 (the “ Leased Real Property ”). The Leased Real Property is adequate for the operations of each of the Company and its Subsidiaries’ businesses as currently conducted and as contemplated to be conducted. Except as set forth in the SEC Reports or Schedule 3.19 , the Company and each Subsidiary has paid all amounts due from it, and is not in default under any leases for the Leased Real Property and there exists no condition or event, which, with the passage of time, giving of notice or both, would reasonably be expected to give rise to a default under or breach of any leases for the Leased Real Property.", "output": "the Leased Real Property" } ]

[ { "input": "The Company hereby grants to the individual named in the Notice of Grant (the “ Participant ”) under the Plan an Award of MSUs, subject to all of the terms and conditions in this Award Agreement and the Plan, which is incorporated herein by reference.  Subject to Section 21(c) of the Plan, in the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Award Agreement, the terms and conditions of the Plan will prevail.", "output": "Plan" } ]

[ { "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": "U.S." } ]

[ { "input": "During the Employment Term, the Executive shall receive a base salary at a rate of $250,000 per annum (the “ Base Salary ”), less applicable deductions and withholdings, which shall be paid in arrears in accordance with the customary payroll practices of the Company (as in effect from time to time). The Company, in its sole and absolute discretion, may increase the Executive’s Base Salary during the Employment Term, in which case such increased base salary shall be the “Base Salary” for purposes of this Agreement.", "output": "Company" } ]

[ { "input": "Change its jurisdiction of organization or its name, identity or corporate organization structure or make any other change such that any financing statement filed or other action taken to perfect its Related SPE’s or the Collateral Agent’s interests hereunder and under the Receivables Purchase Agreement, as applicable, would become seriously misleading or would otherwise be rendered ineffective, unless such Originator shall have given its Related SPE, the Collateral Agent, the Administrative Agent, and each Purchaser Agent not less than thirty (30) days’ prior written notice of such change and shall have cured such circumstances.", "output": "the Receivables Purchase Agreement" } ]

[ { "input": "If, on the 2020 Extended Termination Date, the aggregate outstanding Five-Year Extensions of Credit exceed the Five-Year Commitments, then the Borrower shall prepay Loans (or, to the extent after giving effect to any such prepayment, any such excess remains, cash collateralize Letters of Credit in a manner consistent with the requirements in Section 7), to eliminate such excess and, in the event that the Borrower fails to comply with the preceding requirements, the Five-Year Commitments shall automatically terminate on the 2020 Extended Termination Date.", "output": "Five-Year" } ]

[ { "input": "The Borrower shall have received a recent confirmatory corporate family rating from Moody’s and a confirmatory corporate rating from S&P and a rating with respect to the Initial Term Loan (as defined in the Restated Credit Agreement) from each of Moody’s and S&P.", "output": "Moody’s" } ]

[ { "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": "(a) Each Loan (other than a Competitive Loan or Swingline Loan) shall be made as part of a Borrowing consisting of Loans of the same Class, Type and currency made by the Lenders ratably in accordance with their respective Revolving Commitments of the applicable Class. Each Competitive Loan shall be made in accordance with the procedures set forth in Section 2.04. Each Swingline Loan shall be made in accordance with the procedures set forth in Section 2.05. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Revolving Commitments and Competitive Bids of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Loans as required.", "output": "Section 2.05" } ]

[ { "input": "If Employee is entitled to be paid or reimbursed for any taxable expenses under this Agreement, and such payments or reimbursements are includible in Employee’s federal gross taxable income, the amount of such expenses reimbursable in any one calendar year shall not affect the amount reimbursable in any other calendar year, and the reimbursement of an eligible expense must be made no later than December 31 of the year after the year in which the expense was incurred. No right of Employee to reimbursement of expenses under this Agreement shall be subject to liquidation or exchange for another benefit.", "output": "December 31 of the year after the year" } ]

[ { "input": "The Loan Parties and each Restricted Subsidiary have timely filed all federal, provincial, state, municipal, foreign and other Tax returns and reports required to be filed, and have timely paid all federal, provincial, state, municipal, foreign and other Taxes or stamp duties levied or imposed upon them or their properties, income or assets otherwise due and payable, except those which are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been provided in accordance with GAAP and, except for failures to file or pay as could not, either individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect. The Borrower is a disregarded entity of Holdings for U.S. federal income tax purposes.", "output": "U.S." } ]

[ { "input": "Any accelerated vesting of the Executive’s Class B-1 Units pursuant to Section 5(b) shall be subject to the Executive’s execution and non-revocation of the release agreement contemplated under the Employment Agreement in accordance with the terms of the Employment Agreement.", "output": "Executive" } ]

[ { "input": "All Pool Receivables:  (i) were originated by such Originator in the ordinary course of its business, (ii) were sold to Buyer for fair consideration and reasonably equivalent value and (iii) represent all, or a portion of the purchase price of merchandise, insurance or services within the meaning of Section 3(c)(5)(A) of the Investment Company Act.", "output": "the Investment Company Act" } ]

[ { "input": "If Distributor receives any written report of any adverse event or other safety-related event, or any quality complaints associated with the Products, Distributor will use commercially reasonable efforts to cause any such report to be delivered to Supplier promptly after receipt thereof. If Distributor receives follow-up information with respect to any adverse event or Product quality complaint after initial reporting of an adverse event or Product quality complaint, Distributor shall use commercially reasonable efforts to report such new information to Supplier promptly after receipt thereof.", "output": "Distributor" } ]

[ { "input": "This Assignment shall in all respects be construed in accordance with and governed by Article VIII and Section 9.1 of the Transfer Agreement.", "output": "the Transfer Agreement" } ]

[ { "input": "Notwithstanding any provision of this Voting Agreement to the contrary, nothing in this Voting Agreement shall limit or restrict the Stockholder from (a) acting in Stockholder’s capacity as a director or officer of the Company, if applicable (it being understood that this Voting Agreement shall apply to Stockholder solely in Stockholder’s capacity as a stockholder of the Company) or (b) voting in such Stockholder’s sole discretion on any matter other than those relating to the Merger or Asset Transfer, as applicable.", "output": "this Voting Agreement" } ]

[ { "input": "Notwithstanding the foregoing, the Employee shall be released from (i) all of his or her obligations under Section 4(a) hereof in the event that a Change in Control occurs within three years prior to the Employment Termination Date, and (ii) some or all of his or her obligations under Section 4(a) hereof in the event that the Committee (if the Employee is an executive officer of the Company) or the Company's Chief Executive Officer (if the Employee is not an executive officer of the Company) shall determine, in their respective sole discretion, that such release is in the best interests of the Company.", "output": "Section 4(a)" } ]

[ { "input": "Nothing contained in the Plan shall (i) confer upon any Participant any right to continue as an employee of the Company, (ii) constitute any contract of employment or agreement to continue employment for any particular period, or (iii) interfere in any way with the right of the Company to terminate a service relationship with any Participant, with or without Cause.", "output": "Company" } ]

[ { "input": "Any dispute or controversy arising under or in connection with this Plan or the Covered Executive’s employment by the Company shall be settled exclusively by arbitration, conducted by a single arbitrator sitting in Wyomissing, Pennsylvania in accordance with the laws of the Commonwealth of Pennsylvania and the procedures of the National Arbitration Association before a single arbitrator. The determination of the arbitrator shall be conclusive and binding on the Company (or its affiliates, where applicable) and the Covered Executive and judgment may be entered on the arbitrator’s award in any court having jurisdiction. The Company shall bear all the costs of any arbitration, and each party will bear its own attorney’s fees and costs.", "output": "the National Arbitration Association" } ]

[ { "input": "Borrower shall have paid to Lenders, Agents and Arrangers the fees payable on the Closing Date referred to in Sections 2.8 and all expenses payable pursuant to Section 10.2 or pursuant any other letter agreement with the Arrangers which have accrued to or are otherwise payable on the Closing Date, in each case to the extent Borrower has received invoices therefor at least three Business Days prior to the Closing Date.", "output": "Sections 2.8" } ]

[ { "input": "The Participant agrees that this Award shall be governed by and interpreted in accordance with the laws of the Commonwealth of Virginia without regard to Virginia’s choice of law rules. The Participant consents to the personal jurisdiction of the federal and/or state courts serving the Commonwealth of Virginia and waives any defenses of forum non conveniens. The Participant agrees that any and all initial judicial actions related to this Award shall only be brought in the United States District Court for the Eastern District of Virginia, Norfolk Division or the appropriate state court in the City of Norfolk, Virginia regardless of the place of residence or work location of the Participant at the time of such action.", "output": "the Commonwealth of Virginia" } ]

[ { "input": "The Company shall have the power and the right to deduct or withhold, or require the Participant or the Participant’s beneficiary to remit to the Company, the number of shares of Common Stock or an amount sufficient to satisfy federal, state, and local taxes, domestic or foreign, required by law or regulation to be withheld with respect to any taxable event arising as a result of this Agreement.", "output": "Company" } ]

[ { "input": "As a condition precedent to any continued vesting of the RSUs permitted under the terms of this Award Agreement, the Plan, or the Partner Agreement, as applicable, after the Participant ceases to be an Active Individual LP (other than due to death), the Participant must: (x) execute a general release agreement in compliance with Section 8.3(g) of the Limited Partnership Agreement, and such general release must become effective as provided therein, and (y) continue to comply with all applicable restrictive covenants to which the Participant is subject, whether contained in the Limited Partnership Agreement, the Partner Agreement or otherwise.", "output": "Section 8.3(g) of" } ]

[ { "input": "Natural Retail Group, Inc., a Delaware corporation, Albert’s Organics, Inc., a California corporation, United Natural Trading, LLC, a Delaware limited liability company, Blue Marble Brands, LLC, a Delaware limited liability company, Select Nutrition, LLC, a Delaware limited liability company, Tony’s Fine Foods, a California corporation, Nor-Cal Produce, Inc., a California corporation, and, subject to the prior written consent of the Administrative Agent with respect to any Person that is not a Canadian Subsidiary or a Domestic Subsidiary, each other Person who guarantees payment or performance of any Obligations.", "output": "Select Nutrition, LLC" } ]

[ { "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": "Subject to Applicable Law, the Administrator may amend, modify or terminate any outstanding Award, including but not limited to, substituting therefor another Award of the same or a different type, changing the date of exercise or settlement, and converting an Incentive Stock Option to a Non-Qualified Stock Option. The Holder’s consent to such action shall be required if such action would materially and adversely affect any rights or obligations under the Award, unless the change is otherwise permitted under the Plan (including, without limitation, under Section 13.2 or 13.10).", "output": "Section 13.2 or 13.10" } ]

[ { "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": "2018" } ]

[ { "input": "The Participant agrees that this Award shall be governed by and interpreted in accordance with the laws of the Commonwealth of Virginia without regard to Virginia’s choice of law rules. The Participant consents to the personal jurisdiction of the federal and/or state courts serving the Commonwealth of Virginia and waives any defenses of forum non conveniens. The Participant agrees that any and all initial judicial actions related to this Award shall only be brought in the United States District Court for the Eastern District of Virginia, Norfolk Division or the appropriate state court in the City of Norfolk, Virginia regardless of the place of residence or work location of the Participant at the time of such action.", "output": "Virginia" } ]

[ { "input": "(i) At any time following December 31, 2022, the Corporation may elect to redeem up to fifty percent (50.0%) of the outstanding shares of Series B Preferred Stock, and (ii) at any time following December 31, 2023, the Corporation may elect to redeem up to one hundred percent (100.0%) of the outstanding shares of Series B Preferred Stock (each, an “ Optional Redemption ”), for an amount in cash per share of Series B Preferred Stock equal to the Redemption Price per share of Series B Preferred Stock.", "output": "up to fifty percent" } ]

[ { "input": "In the event the Borrower or any Restricted Subsidiary intends to sell, transfer, assign or otherwise dispose of at least $10.0 million worth of any Oil and Gas Properties or any Equity Interests in any Restricted Subsidiary in accordance with Section 9.13 , prior written notice of such disposition, the price thereof and the anticipated date of closing.", "output": "Section 9.13" } ]

[ { "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": "Synacor" } ]

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

[ { "input": "Advisor is free to work for third parties in addition to the Company, provided that such work does not conflict with the terms and conditions of this Agreement, in particular as set forth in Section 2(a)(ii), or the Restrictive Covenants to which Advisor remains bound pursuant to the Amended Employment Agreement and the subsequently executed Release Agreement, the terms of which are not amended in any way by this Agreement. Advisor shall also promptly inform the Company about all of its current and anticipated activities on a monthly basis.", "output": "Advisor" } ]

[ { "input": "As a condition to the receipt of any benefits described hereunder subsequent to the termination of the employment of Executive (other than those payable on account of Executive’s death), Executive shall be required to execute, and not subsequently revoke, within sixty (60) days following the termination of his employment a release in a form reasonably acceptable to Employer of all claims arising out of his employment or the termination thereof including, but not limited to, any claim of discrimination under state or federal law, but excluding claims for indemnification under any agreement to which Executive is a party or pursuant to Employer’s charter or by-laws or policies of insurance maintained by Employer.", "output": "Employer" } ]

[ { "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": "U.S." } ]

[ { "input": "Manager shall obtain and verify bills for real estate and personal property taxes, improvement assessments and other like charges, including, but not limited to charges that are or may become liens against the Enterprise, or any portion thereof.  U pon receipt, Manager shall promptly give notice of and deliver to STWCSV copies of any and all such bills or notices and , upon approval by STWCSV, shall cause STWCSV to pay such taxes and assessments, on behalf of STWCSV and at STWCSV's expense.  At the request of STWCSV and on STWCSV's behalf and expense, Manager is hereby authorized to contest any such taxes or charges, and to pursue any such contests diligently.", "output": "Manager" } ]

[ { "input": "Except pursuant to a beneficiary designation on a form prescribed by the Company and effective on the Employee's death, the Award may not be sold, transferred, assigned, pledged, hypothecated, encumbered or otherwise disposed of (whether by operation of law or otherwise) or be subject to execution, attachment or similar process. Upon any attempt to so sell, transfer, assign, pledge, hypothecate, encumber or otherwise dispose of the Award, the Award and all rights hereunder shall immediately become null and void.", "output": "Company" } ]

[ { "input": "Because of the Company’s legitimate business interest as described herein and the good and valuable consideration offered to Executive herein, during Executive’s employment and for a [*] period beginning on the Separation Date, Executive agrees and covenants that Executive will not engage in any Prohibited Activity (as defined below) [*] for a Competitor (as defined below) [*]. This restrictive covenant applies whether Executive’s employment is terminated by Executive or by the Company for any reason or no reason.", "output": "Executive" } ]

[ { "input": "A certificate of a Lender, or an Issuing Lender or such other Recipient setting forth in reasonable detail the amount or amounts necessary to compensate such Lender or such Issuing Lender, such other Recipient or any of their respective holding companies, as the case may be, as specified in paragraph (a) or (b) of this Section and delivered to the Borrower, shall be conclusive absent manifest error. The Borrower shall pay such Lender or such Issuing Lender or such other Recipient, as the case may be, the amount shown as due on any such certificate within ten (10) days after receipt thereof.", "output": "ten (10) days" } ]

[ { "input": "This Modification Agreement shall become effective upon execution thereof by the parties hereto and may be executed in any number of counterparts, and each such counterpart, when so executed and delivered, shall be deemed to be an original and binding upon the party signing such counterpart; all such counterparts taken together shall constitute one and the same instrument.", "output": "one" } ]

[ { "input": "The Performance Share Units are restricted in that they may not be sold, transferred, or otherwise alienated or hypothecated until these restrictions are removed or expire as contemplated in Sections 6 or 7 of this Agreement.  The Performance Share Units are also restricted in the sense that they may be forfeited to the Company (the “ Forfeiture Restrictions ”).", "output": "Sections 6" } ]

[ { "input": "Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) the Transaction Documents, whenever Buyer exercises a right, election, demand or option under a Transaction Document and the Company or any Subsidiary does not timely perform its related obligations within the periods therein provided, then Buyer may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company or such Subsidiary (as the case may be), any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights.", "output": "Buyer" } ]

[ { "input": "Sellers shall not receive a credit at the Closing for any insurance, tax or other reserves, escrows and/or such deposits held by HUD or the HUD servicer, it being understood that Sellers shall be entitled to pursue a refund of such amounts directly from HUD or the HUD servicer; provided , however , that to the extent available at Closing, Sellers agree that Sellers shall make such funds available to New Master Tenant and the Operators to satisfy their reserve requirements under the Master Lease; provided , further , however , that Owner Sellers shall be entitled to retain any replacement reserve funds in excess of Five Hundred and 00/100 Dollars ($500.00) per bed per Facility to the extent refunded by HUD or the HUD servicer.", "output": "HUD" } ]

[ { "input": "Executive shall participate in the Company’s 2017 Omnibus Equity Plan or any successor plan and other long-term incentive compensation plans generally available to other senior executive officers of the Company from time to time on terms and conditions that are appropriate to his positions and responsibilities at the Company and are no less favorable than those generally applicable to such other senior executive officers. Executive will be awarded equity under our long term incentive plans on the effective date of this agreement as outlined in the employment offer letter.", "output": "Company" } ]

[ { "input": "Except as expressly provided in Section 6, upon the termination of Executive’s Employment, Executive shall only be entitled to (i) the accrued but unpaid Base Salary compensation and paid time off (“ PTO ”), (ii) other benefits earned and the reimbursements described in this Agreement or under any Company-provided plans, policies, and arrangements for the period preceding the effective date of the termination of Employment and (iii) such other compensation or benefits from the Company as may be required by law (collectively, the “ Accrued Benefits ”).", "output": "Executive" } ]

[ { "input": "Subject to the terms and conditions hereof, the Company hereby agrees to issue and sell to the Purchasers and each Purchaser hereby agrees to purchase from the Company, its respective Purchased Shares, and each Purchaser agrees to pay the Company the Common Share Price for each Purchased Share.", "output": "Company" } ]

[ { "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 merger of the Bauerly Davis-Bacon Plan into the Plan and the resulting transfer of assets described above was designed to comply with Sections 401(a)(12), 411(d)(6) and 414(l) of the Internal Revenue Code and the regulations thereunder. The purpose of this Supplement H-9 is to reflect the merger and to set forth special provisions which shall apply with respect to Participants who had a portion of their Accounts transferred from the Bauerly Davis-Bacon Plan in connection with the merger of such plan (“Supplement H-9 Participants”).", "output": "the Bauerly Davis-Bacon Plan" } ]