Datasets:

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scholarly360

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contracts-extraction-instruction-llm-experiments

like 7

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

[ { "input": "On each Payment Date, the Servicer, on behalf of the Borrower, shall instruct the Account Bank to apply funds on deposit in the Collection Account as described in this Section 2.05 ; provided that, at any time after delivery of Notice of Exclusive Control, the Administrative Agent shall instruct the Account Bank to apply funds on deposit in the Collection Account as described in this Section 2.05 .", "output": "the Account Bank" } ]

[ { "input": "If and to the extent requested by the Company or any of its subsidiaries, Mr. Kanas shall provide Mr. Kanas' reasonable cooperation in connection with any action or proceeding (or any appeal from any action or proceeding) which relates to events occurring during Mr. Kanas' service to the Company and its subsidiaries.  In respect of the foregoing cooperation, the Company shall provide reasonable compensation to Mr. Kanas and shall reimburse Mr. Kanas promptly for reasonable out-of-pocket expenses (including travel costs, lodging and meals); provided that such reimbursement shall be made no later than the end of the calendar year after the year in which the expenses are incurred.", "output": "Kanas" } ]

[ { "input": "This Supply Agreement is written and executed in the English language. Any translation into any other language shall not be an official version of this Supply Agreement and in the event of any conflict in interpretation between the English version and such translation, the English version shall prevail.", "output": "English" } ]

[ { "input": "This Agreement replaces and merges any and all previous agreements and understandings regarding all the terms and conditions of Executive’s employment relationship with the Company, and this Agreement constitutes the entire agreement between the Company and Executive with respect to such terms and conditions.", "output": "Company" } ]

[ { "input": "The Company acknowledges and agrees that Cowen has informed the Company that Cowen may, to the extent permitted under the Securities Act and the Exchange Act, purchase and sell shares of Common Stock for its own account while this Agreement is in effect, provided, that (i) no such purchase or sales shall take place while a Placement Notice is in effect (except to the extent Cowen may engage in sales of Placement Shares purchased or deemed purchased from the Company as a “riskless principal” or in a similar capacity) and (ii) the Company shall not be deemed to have authorized or consented to any such purchases or sales by Cowen.", "output": "Cowen" } ]

[ { "input": "The Parties acknowledge that this Agreement shall be binding upon and inure to the benefit of (a) Executive’s heirs, successors, personal representatives, and legal representatives and (b) any successor of the Company. Any such successor of the Company shall be deemed substituted for the Company under the terms of this Agreement for all purposes. As used herein, “successor” shall include any person, firm, corporation, or other business entity which at any time, whether by purchase, merger or otherwise, directly or indirectly acquires all or substantially all of the assets or business of the Company.", "output": "Company" } ]

[ { "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": "Participant" } ]

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

[ { "input": "Subject to approval by the Board, the Company will grant to Executive an option to purchase 125,000 shares of the Company’s common stock (the “Option”). The Option is subject to adjustment for stock splits, combinations or other recapitalizations. The exercise price per share of the Option shall be equal to the last reported sale price per share of the common stock on the NASDAQ stock exchange on the effective date of grant of the Option approved by the Board. The Option shall be issued pursuant to the Company’s 2014 Equity Incentive Plan, as it may be amended from time to time, and will be subject to all of the terms and conditions set forth in such plan and the Stock Option Agreement covering the Option .", "output": "125,000" } ]

[ { "input": "In the performance of the Services hereunder, Manager shall act as an independent contractor for the Company.  The Parties do not intend to create, nor shall this Agreement be construed as creating, a partnership or association which might render the Parties liable as partners.  Manager shall be responsible for the payment of federal income tax, social security tax, workers’ compensation insurance, unemployment tax, and other similar payments, if any, relating to Manager’s business and employees, and the Company shall not be responsible for any such amounts.", "output": "Manager" } ]

[ { "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": "the Suite 365 Expansion Space" } ]

[ { "input": "The Collateral Trustee is not required to prepare, serve, file, register or record any instrument creating, releasing or subordinating its security interest in any Collateral.", "output": "Collateral" } ]

[ { "input": "Executive agrees that during the Employment Period and, if Executive’s employment is terminated during the Term (i) by the Company other than by reason of death or Disability or (ii) by Executive for Good Reason, during the one (1) year period following the Date of Termination he shall not publicly make or publish, orally or in writing, any derogatory or disparaging statements regarding the Company or its directors, officers, employees of affiliates which are or reasonably may be expected to be injurious or inimical to the business reputation, good will or best interests of the Company or any such persons or affiliates.", "output": "Company" } ]

[ { "input": "Unless and until such time as the Restricted Shares are forfeited by the Executive pursuant to Section 3, the Executive shall have all of the rights of a stockholder, including voting and dividend rights, with respect to the Restricted Shares, including the Restricted Shares held in escrow under Section 3, subject, however, to the transfer restrictions set forth in Section 5. Notwithstanding the foregoing, any cash dividends declared and paid by the Company with respect to the Restricted Shares shall be paid directly to the Executive and shall not be held in escrow or subject to forfeiture hereunder.", "output": "Section 3" } ]

[ { "input": "There is no legal, administrative, regulatory, arbitration, or other proceeding, suit, claim or action of any nature, or investigation, review, or audit of any kind, or any judgment, decree, decision, injunction, writ, or order pending, noticed, scheduled, or, to the knowledge of DarkStar and Bengio, threatened or contemplated by or against or involving DarkStar, including but not limited to any letter asserting a claim of any nature whatsoever against DarkStar.", "output": "DarkStar" } ]

[ { "input": "Notwithstanding any term or provision contained in this Agreement to the contrary, the terms and provisions of this Agreement and all rights granted herein shall be subject to the provisions of the Plan and to the prior review and approval of the Compensation Committee of CNAF’s Board of Directors.", "output": "the Compensation Committee" } ]

[ { "input": "The term of the Company shall continue until dissolved pursuant to the terms of this Agreement or the Act.", "output": "Company" } ]

[ { "input": "At least once each year, each Participant will be furnished (electronically or otherwise) a statement setting forth the value of his or her Accounts.", "output": "each year" } ]

[ { "input": "Except as set forth in the SEC Reports, none of the officers or directors of the Company or any Subsidiary and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently a party to any transaction with the Company or any Subsidiary (other than for services as employees, officers and directors) that would be required to be disclosed pursuant to Section 404 of Regulation S-K promulgated under the Securities Act.", "output": "Company" } ]

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

[ { "input": "The Borrower shall promptly, upon obtaining knowledge thereof, report in writing to Lender, (i) the institution of, or threat in writing of, any material proceeding against or affecting Borrower, Mortgage Borrower, the Collateral or the Property, including any eminent domain or other condemnation proceedings affecting the Property, or (ii) any material development in any proceeding already disclosed, which, in either case, has a Material Adverse Effect, which notice shall contain such information as may be reasonably available to Borrower or Mortgage Borrower to enable Lender and its counsel to evaluate such matters.", "output": "Lender" } ]

[ { "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 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": "Delaware" } ]

[ { "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": "Bank" } ]

[ { "input": "This Agreement shall terminate upon the earlier of (i) the tenth anniversary of the date of this Agreement or (ii) the date as of which (A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter by the Commission)) or (B) the Holders of all Registrable Securities are permitted to sell the Registrable Securities under Rule 144 (or any similar provision) under the Securities Act without limitation on the amount of securities sold or the manner of sale. The provisions of  Section 3.5  and  Article IV  shall survive any termination.", "output": "a Registration Statement" } ]

[ { "input": "Effective as of today, ______________, ___ the undersigned (the “Grantee”) hereby elects to exercise the Grantee’s option to purchase ___________ shares of the Common Stock (the “Shares”) of AmpliPhi Biosciences Corporation (the “Company”) under and pursuant to the Company’s 2013 Stock Incentive Plan, as amended from time to time (the “Plan”) and the [  ] Incentive [  ] Non-Qualified Stock Option Award Agreement (the “Option Agreement”) and Notice of Stock Option Award (the “Notice”) dated ______________, ________. Unless otherwise defined herein, the terms defined in the Plan shall have the same defined meanings in this Exercise Notice.", "output": "AmpliPhi Biosciences Corporation" } ]

[ { "input": "For any Tax Year (or portion thereof), Splitco shall (i) be liable for the Taxes allocated to Splitco by this Article II , (ii) pay such Taxes either to the applicable Tax Authority or to Distributing as required by Article IV , and (iii) pay Distributing as required by Article IV for the amount of any Tax Benefits allocated to Distributing pursuant to this Article II that Splitco is treated as using in accordance with Section  2.01(c) to reduce Taxes described in clause (ii) of this Section  2.01(b) .", "output": "Article IV" } ]

[ { "input": "Subject to the Participant’s other commitments, the Participant agrees to reasonably cooperate (but only truthfully) with the Employer and the Company and provide information as to matters which the Participant was personally involved, or has information on, during the Participant’s employment with the Employer and which are or become the subject of litigation or other dispute.", "output": "Employer" } ]

[ { "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 shall be paid Executive’s Base Salary at the rate in effect at the time of Executive’s death for a period of one (1) year following Executive’s death (payable in accordance with the regular payroll practices of the Bank). In addition, for one (1) year following Executive’s death, the Bank will continue to provide medical, dental and vision coverage substantially comparable to the coverage, if any, maintained by the Bank for Executive and her family immediately prior to Executive’s death. Such continued benefits will be fully paid for by the Bank.", "output": "Bank" } ]

[ { "input": "The registered office of the Company in the State of Delaware is located at 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808. The registered Agent of the Company for service of process at such address is Corporation Services Company. The principal place of business of the Company shall be located at 950 East Base Road, Winchester, Indiana 47394 or such other location hereafter determined by the Management Committee.", "output": "Winchester" } ]

[ { "input": "Such Grantor’s Pledged Chattel Paper is maintained at its chief executive office set forth in Exhibit B. None of the Pledged Chattel Paper has any marks or notations indicating that it has been pledged, assigned or otherwise conveyed to any Person, other than those that have been terminated. The names of the obligors, amounts owing, due dates and other information with respect to its Pledged Chattel Paper are and will be correctly stated in all material respects in all records of such Grantor relating thereto.", "output": "Grantor" } ]

[ { "input": "(a)  Schedule 3.08(a)  sets forth as of the Closing Date the name and jurisdiction of incorporation, formation or organization of each direct or indirect subsidiary of Parent and, as to each such subsidiary, the percentage of each class of Equity Interests owned by Parent or by any such subsidiary.", "output": "Schedule 3.08(a)  " } ]

[ { "input": "The Administrative Agent shall have received, on behalf of itself and the other Lender Parties and with copies to the Collateral Agent, favorable written opinions from Vinson & Elkins LLP, counsel for the Loan Parties, (i) in form and substance reasonably satisfactory to the Agents, (ii) dated the Closing Date, (iii) addressed to the Lender Parties and (iv) covering such matters relating to the Loan Documents as the Agents shall reasonably request and which are customary for transactions of the type contemplated by the Loan Documents, and the Borrower hereby requests such counsel to deliver such opinions.", "output": "Vinson & Elkins LLP" } ]

[ { "input": "Unless same will not result in a breach of the Borrower’s financial covenants contained in Sections 6.13 and 6.14 of this Loan Agreement, declare or pay, or set apart any funds for the payment of, any dividends on any shares of capital stock of Borrower, any distributions on any partnership interest in Borrower, or apply any of its funds, properties, or assets to or set apart any funds properties or assets for, the purchase, redemption or other retirement of or make any other distribution (whether by reduction of capital or otherwise) in respect of, any shares of capital stock of Borrower.", "output": "Sections 6.13" } ]

[ { "input": "All information delivered to Agent and pertaining to the financial condition of any Credit Party fairly presents the financial position of such Credit Party as of such date in conformity with GAAP (and as to unaudited financial statements, subject to normal year-end adjustments and the absence of footnote disclosures).  Since December 31, 2015, there has been no material adverse change in the business, operations, properties, prospects or condition (financial or otherwise) of any Credit Party.", "output": "year-end" } ]

[ { "input": "To the knowledge and belief of the Company, the Company Accounting Firm: (i) is a registered public accounting firm as required by the Exchange Act and (ii) shall express its opinion with respect to the financial statements to be included in the Company's Annual Report for the fiscal year ending June 30, 2017, as well as the financial statements of Hausmann for the years ended December 31, 2015 and 2016.", "output": "the Exchange Act" } ]

[ { "input": "The Participant must, within five (5) days of demand by the Company furnish the Company an agreement satisfactory to the Company in which the Participant represents that the shares of Stock acquired upon vesting are being acquired for investment. The Company will have the right, at its election, to place legends on the certificates representing the shares of Stock so being issued with respect to limitations on transferability imposed by federal and/or state laws, and the Company will have the right to issue “stop transfer” instructions to its transfer agent.", "output": "Company" } ]

[ { "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": "During the Employment Period, the Executive shall be reimbursed for reasonable business expenses incurred in connection with the performance of the Executive’s duties hereunder consistent with the Corporation’s policy regarding reimbursement of such expenses, including submission of appropriate receipts. With respect to any benefits or payments received or owed to the Executive hereunder, the Executive shall cooperate in good faith with the Corporation to structure such benefits or payments in the most tax-efficient manner to the Corporation.", "output": "Corporation" } ]

[ { "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": "the years then ended" } ]

[ { "input": "The Company has not relied upon Northland or legal counsel for Northland for any legal, tax or accounting advice in connection with the offering and sale of the Placement Shares.", "output": "Northland" } ]

[ { "input": "Neither this Award nor the Units subject to this Award may be sold, assigned, transferred, exchanged or encumbered other than a transfer upon your death in accordance with your will, by the laws of descent and distribution or pursuant to a beneficiary designation submitted in accordance with Section 6(d) of the Plan. Following any such transfer, the Units shall continue to be subject to the same terms and conditions that were applicable to the Units immediately prior to their transfer. Any attempted transfer in violation of this Section 2 shall be void and ineffective. The Units and your right to receive Shares in settlement of any Units under this Agreement shall be subject to forfeiture except to extent the Units have been earned and thereafter vest as provided in Sections 4 and 5.", "output": "this Section 2" } ]

[ { "input": "CB Richard Ellis - N.E. Partners, LP, or its replacement as specified by written notice from Landlord to Tenant.", "output": "CB Richard Ellis - N.E. Partners, LP" } ]

[ { "input": "The Borrower shall on the date, which is no later than fifteen (15) days following the Closing (“Filing Deadline”) file the registration statement with the SEC, which shall include all shares issuable upon conversion of the Note , or in the event that within one hundred and twenty (120) days of Closing, the Registration Statement registering the shares of Common Stock of this Note is not effective then as liquidated damages and not a penalty, the conversion price of this Note shall while this Note remains outstanding equal the Default Conversion Price as defined in Section 1.2(a) of this Note.", "output": "one hundred and twenty (120) days" } ]

[ { "input": "Except as otherwise provided in this Agreement, termination of this Agreement pursuant to the provisions of Section I hereof shall not affect any right or obligation of either party hereto which is accrued or vested (i) under the Separation Agreement; or (ii) prior to or upon such termination or the rights and obligations set forth in Sections IV and VI hereof.", "output": "Sections IV" } ]

[ { "input": "The waiver by either Party of a default or a breach of any provision of this Agreement by the other Party will not operate or be construed to operate as a waiver of any subsequent default or breach. The continued performance by either Party with knowledge of the existence of a default or breach will not operate or be construed to operate as a waiver of any default or breach. Any waiver by a Party of a particular provision or right will be in writing, will be as to a particular matter and, if applicable, for a particular period of time and will be signed by such Party.", "output": "Party" } ]

[ { "input": "The Employee will be entitled to take up to ten (10) days paid sick leave per calendar year, earned pro rata at a rate of 0.83 days per month of service; however, employees may use Sick Leave on a pro-rata basis following the completion of their first 40 hours of service. Unused sick days will not be paid out or carried forward into the subsequent year. For employees based in Seattle, Sick Leave may be used for any purpose authorized by the Seattle Paid Sick and Safe Time (“PSST”) ordinance. This benefit is intended to comply with the PSST ordinance and should be interpreted in accordance with its requirements.", "output": "their first 40 hours" } ]

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

[ { "input": "Guarantor is duly organized, validly existing and in good standing under the laws of Delaware and is duly qualified or licensed to transact business in all places where the failure to be so qualified would have a Material Adverse Effect on it. Guarantor has the power to make and perform this Guaranty and the other Loan Documents executed by it, as applicable, and all such instruments will constitute the legal, valid and binding obligations of Guarantor, enforceable in accordance with their respective terms, subject only to bankruptcy and similar laws affecting creditors’ rights generally.", "output": "Guarantor" } ]

[ { "input": "This 2019 Performance Award is subject to all of the terms, conditions and provisions of the Plan and administrative interpretations thereunder, if any, which have been adopted by the Committee thereunder and are in effect on the date hereof. Except as defined or otherwise specifically provided herein, capitalized terms shall have the same meanings ascribed to them under the Plan.", "output": "Committee" } ]

[ { "input": "On the Closing Date each Buyer shall pay its respective Purchase Price to the Company for the Common Shares to be issued and sold to such Buyer at the Closing, by wire transfer of immediately available funds into the Wyrick Robbins trust account for the benefit of the Company in accordance with instructions previously provided by the Company and the Company, within three Business Days of the Closing Date, shall cause to be delivered to each Buyer certificates representing such aggregate number of Common Shares, as is set forth on the signature page hereto for such Buyer, duly executed on behalf of the Company and registered in the name of such Buyer.", "output": "Buyer" } ]

[ { "input": "All of the outstanding capital stock of Company has been duly authorized and validly issued and is fully paid and nonassessable.  There are, as of the date hereof, no outstanding options, rights, warrants or other agreements or instruments obligating Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of the capital stock of Company or obligating Company to grant, extend or enter into any such agreement or commitment to any Person other than Company except pursuant to Company’s equity incentive plans duly adopted by Company’s Board of Directors.", "output": "Company" } ]

[ { "input": "This Agreement shall be governed by and construed according to the laws of the State of Washington, without regard to conflicts of laws principles. In the event of any legal action regarding or arising out of this Agreement, you and the Company each consent to the exclusive jurisdiction and venue of the state and federal courts located in King County, Washington, and agree that the substantially prevailing party in any such action, including any and all related appellate proceedings, shall be entitled to reimbursement for its reasonable costs and attorney's fees, including those for in-house counsel.", "output": "Washington" } ]

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

[ { "input": "In addition to the provisions set forth in Section 6.14 , the Grantors will cooperate with the Secured Party in obtaining control with respect to the Collateral consisting of (i) Investment Property, (ii) Letters of Credit and Letter-of-Credit Rights and (iii) electronic Chattel Paper.", "output": "iii" } ]

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

[ { "input": "The Administrative Agent shall have received (i) the audited consolidated balance sheet of the Target and its Subsidiaries for the fiscal years ended September 30, 2016, September 30, 2015 and September 30, 2014, and the related consolidated statements of income or operations, shareholders’ equity and cash flows of the Target and its Subsidiaries for such fiscal year, including the notes thereto and (ii) the consolidated financial statements of the Target and its Subsidiaries for the fiscal quarter ending March 31, 2017. The Administrative Agent acknowledges receipt of the financial statements described in the foregoing clause (i).", "output": "such fiscal year" } ]

[ { "input": "AQSP shall have completed all necessary securities filings deemed necessary or desirable in connection with the Acquisitions, the Employment Agreements, the Shareholders Agreement, the Capital Raise, and otherwise in connection with the Definitive Acquisition Documents, in the opinion of AQSP's securities counsel (collectively the \" Securities Filings \").", "output": "the Shareholders Agreement" } ]

[ { "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": "Corporation" } ]

[ { "input": "This Agreement, along with the Severance Agreement and the Confidentiality Agreement, represents the entire agreement and understanding between the Company and Executive concerning Executive’s separation from the Company.", "output": "Executive" } ]

[ { "input": "The commercial general liability and auto insurance carried by Tenant pursuant to this Lease, and any additional liability insurance carried by Tenant pursuant to Section  10.3 of this Lease, above, shall name Landlord, Landlord’s managing agent, and such other persons as Landlord may reasonably request from time to time as additional insureds (collectively “ Additional Insureds ”) with respect to liability arising out of or related to this Lease or the operations of Tenant. Such insurance shall provide primary coverage without contribution from any other insurance carried by or for the benefit of Landlord, Landlord’s managing agent, or other Additional Insureds.", "output": "Tenant" } ]

[ { "input": "This Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, personal representatives, legal representatives, successors and permitted assigns. Executive shall not assign this Agreement. However, the Company is expressly authorized to assign this Agreement to a Company Affiliate upon written notice to Executive, provided that (a) the assignee assumes all of the obligations of the Company under this Agreement, (b) Executive’s role when viewed from the perspective of Company Affiliates in the aggregate is comparable to such role immediately before the assignment, and (c) the Company, for so long as an affiliate of the assignee, remains secondarily liable for the financial obligations hereunder.", "output": "Company" } ]

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

[ { "input": "Vesting of Performance and Time-based Shares takes place at the end of the three (3) year measurement period and the number of Shares is based upon the Enterprise Value (“EV”) achievement over the three (3) year measurement period beginning with the fiscal year in which the SWX Shares are granted. EV is defined by Enterprise Value (EV) = (EBITDA x Multiplier) – Net Debt. The time-based award is not subject to a threshold to generate a payment to the Grantee. Time‑based award amounts, however, are impacted by the change in EV at the end of the measurement period. The change in EV at the end of the measurement period, will determine the number (amount) of shares. Time based awards are capped at ____% of the target amount.", "output": "three (3) year" } ]

[ { "input": "In connection with the exercise of any registration rights granted to the Stockholder pursuant to this Section 4, if the offering is to be effected by means of an underwritten offering, the Company may condition participation in such offering on Stockholder entering into an underwriting agreement in customary form and acting in accordance with the terms and conditions thereof; provided that the Company shall cooperate reasonably with Stockholder in the event Stockholder is required by applicable law to engage an underwriter other than the managing underwriter engaged by the Company or the requesting holder in connection with the sale of Registrable Securities pursuant to this Section 4.", "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": "Company" } ]

[ { "input": "Except for action expressly required of Agent hereunder and under the other Financing Agreements, Agent shall in all cases be fully justified in failing or refusing to act hereunder and thereunder unless it shall receive further assurances to its satisfaction from Lenders of their indemnification obligations under Section 12.5 hereof against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any such action.", "output": "Agent" } ]

[ { "input": "You hereby gives the Company and its assigns permission to capture and record his image or likeness by means of photograph, facial imaging or similar means (“Recordings”); to make reasonable edits to these Recordings at its discretion and to incorporate these Recordings into publications, brochures, databases, or any other media (“Publications”); and to use such Recordings and Publications for the limited purposes of marketing, publicizing, or otherwise promoting the products and/or services of the Company or any of its affiliates.", "output": "Company" } ]

[ { "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": "This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or in electronic (i.e., “ pdf ” or “ tif ”) format shall be effective as delivery of a manually executed counterpart of this Agreement.", "output": "one" } ]

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

[ { "input": "It is the express intention and agreement of the parties hereto that the provisions of Sections 7 , 9 , 10 , 11 , 12 , 13 , 15 , 16 , 17 , 19 , 20 , 21 , 23 , 24 and 25 hereof and this Section 14 shall survive the termination of employment of the Executive. In addition, all obligations of the Company to make payments hereunder shall survive any termination of this Agreement on the terms and conditions set forth herein.", "output": "this Section " } ]

[ { "input": "Except as disclosed in Equinix’s public filings with the SEC prior to the Closing Date, there are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Borrower after due and diligent investigation, threatened or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against the Borrower or any of its Restricted Subsidiaries or against any of their properties or revenues that (a) purport to affect or pertain to this Agreement or any other Loan Document, or any of the transactions contemplated hereby, or (b) either individually or in the aggregate could reasonably be expected to have a Material Adverse Effect.", "output": "any Governmental Authority" } ]

[ { "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": "Seller" } ]

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

[ { "input": "Each stock option granted by the Company under the Company’s stock option plan was granted (i) in accordance with the terms of the Company’s stock option plan and (ii) with an exercise price at least equal to the fair market value of the Common Stock on the date such stock option would be considered granted under GAAP and applicable law. No stock option granted under the Company’s stock option plan has been backdated.", "output": "GAAP" } ]

[ { "input": "Since June 30, 2017, except as disclosed in Valero’s public filings with the Securities and Exchange Commission, there has not been any Material Adverse Effect with respect to the Business or Parkway Pipeline, taken as a whole.", "output": "Parkway Pipeline" } ]

[ { "input": "Permit the Consolidated Fixed Charge Coverage Ratio, determined (i) as of the last day of the Measurement Period, i.e., the Fiscal Quarter most recently ended, before, or concurrent with, the commencement of a Fixed Charge Trigger Period and (ii) on the last day of each Measurement Period thereafter during the continuance of any Fixed Charge Trigger Period, to be less than 1.00 to 1.00 for such Measurement Period.", "output": "the Fiscal Quarter" } ]

[ { "input": "This Security Agreement and any claim, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Security Agreement and the transactions contemplated hereby shall be governed by, and construed in accordance with, the law of the State of New York (including Section 5-1401 and Section 5-1402 of the General Obligations Law of the State of New York), without reference to any other conflicts or choice of law principles thereof, except to the extent that the validity or perfection of the security interests hereunder, or remedies hereunder, in respect of any particular Collateral are governed by the laws of a jurisdiction other than the State of New York.", "output": "Section 5-" } ]

[ { "input": "All amounts due from the Borrower under Section 10.04 or this Section 10.05 shall be payable not later than thirty Business Days after demand therefor and the Borrower’s receipt of (i) the requesting Person’s certification that it is owed amounts under Section 10.04 or Section 10.05(a) , as the case may be, and the basis thereof, and (ii) reasonably detailed invoices or statements relating thereto.", "output": "Section 10.04" } ]

[ { "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": "Buyer" } ]

[ { "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": "California" } ]

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

[ { "input": "On each Payment Date, the Servicer, on behalf of the Borrower, shall instruct the Account Bank to apply funds on deposit in the Collection Account as described in this Section 2.05 ; provided that, at any time after delivery of Notice of Exclusive Control, the Administrative Agent shall instruct the Account Bank to apply funds on deposit in the Collection Account as described in this Section 2.05 .", "output": "2.05" } ]

[ { "input": "The invalidity, illegality or unenforceability of any provision or provisions of this Agreement will not affect any other provision of this Agreement, which will remain in full force and effect, nor will the invalidity, illegality or unenforceability of a portion of any provision of this Agreement affect the balance of such provision.  If any one or more of the provisions contained in this Agreement or any portion thereof shall for any reason be held to be invalid, illegal or unenforceable in any respect, the parties agree that this Agreement shall be modified, reformed, construed and enforced so that such invalid, illegal or unenforceable provision is enforceable and comes closest to expressing the intention of the unenforceable provision.", "output": "one" } ]

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

[ { "input": "The parties agree that they will not disparage or make derogatory or untruthful comments about each other or Oritani's present and former officers, directors, employees, agents, or attorneys, or their business practices.  The provisions of this Section 5 shall not apply to any truthful statement required to be made by Executive and Oritani, as the case may be, in any legal proceeding or governmental or regulatory investigation or inquiry.", "output": "Oritani" } ]

[ { "input": "Neither Parent Guarantor, nor any Issuer, nor any of their respective Affiliates (to the extent controlled by Parent Guarantor or any Issuer) shall make any offer or sale of securities of any class that is or will be integrated with the sale of the Notes by the Issuers to the Noteholders in a manner that would require registration of the Notes under the Securities Act.", "output": "the Securities Act" } ]

[ { "input": "In the performance of the Services hereunder, Manager shall act as an independent contractor for the Company.  The Parties do not intend to create, nor shall this Agreement be construed as creating, a partnership or association which might render the Parties liable as partners.  Manager shall be responsible for the payment of federal income tax, social security tax, workers’ compensation insurance, unemployment tax, and other similar payments, if any, relating to Manager’s business and employees, and the Company shall not be responsible for any such amounts.", "output": "Company" } ]

[ { "input": "The registered office of the Company in the State of Delaware is located at 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808. The registered Agent of the Company for service of process at such address is Corporation Services Company. The principal place of business of the Company shall be located at 950 East Base Road, Winchester, Indiana 47394 or such other location hereafter determined by the Management Committee.", "output": "Delaware" } ]

[ { "input": "Buyer is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Delaware and is qualified to conduct business in North Dakota.", "output": "Buyer" } ]

[ { "input": "Each Grantor agrees that it will not interfere with any right, power and remedy of the Notes Collateral Agent provided for in this Security Agreement or now or hereafter existing at law or in equity or by statute or otherwise, or the exercise or beginning of the exercise by the Notes Collateral Agent of any one or more of such rights, powers or remedies, in each case to the extent exercised in accordance with the Notes Documents and applicable law.", "output": "one" } ]

[ { "input": "If the Plan is completely terminated, no further contributions will be required to be made by any Employer.  If contributions to the Plan are suspended and the Plan is thereafter completely terminated before the resumption of such contributions, then, to the extent permitted by ERISA, Section 16.3 shall be applied to all Participants whose employment with the Employer terminates during the period for which such contributions were suspended as if the date of termination of the Plan had been the date on which such suspension of Employer contributions became effective.", "output": "Plan" } ]

[ { "input": "The Borrowers have provided the following financial statements to the Bank: financial statements for period ending March 31, 2017 . Said statements, including all schedules and notes pertaining thereto, were prepared in accordance with GAAP and fully and fairly present the financial condition of the Borrowers on the dates thereof and the results of their operations for the periods covered thereby.", "output": "March 31, 2017" } ]

[ { "input": "Tenant shall pay to Landlord as Base Rent for the Premises, commencing on the Commencement Date, the sums set forth in Exhibit F . Base Rent shall be paid in equal monthly installments, each in advance on, or before, the first day of each and every calendar month during the Term.", "output": "the first day of each and every calendar month" } ]

[ { "input": "Permit the Consolidated Fixed Charge Coverage Ratio, determined (i) as of the last day of the Measurement Period, i.e., the Fiscal Quarter most recently ended, before, or concurrent with, the commencement of a Fixed Charge Trigger Period and (ii) on the last day of each Measurement Period thereafter during the continuance of any Fixed Charge Trigger Period, to be less than 1.00 to 1.00 for such Measurement Period.", "output": "the last day of each Measurement Period" } ]

[ { "input": "All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a). The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities. If the Company has no subsidiaries, all other references to the Subsidiaries or any of them in the Transaction Documents shall be disregarded.", "output": "Subsidiary" } ]

[ { "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": "the last day" } ]