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scholarly360

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contracts-extraction-instruction-llm-experiments

like 7

[ { "input": "This Release is binding on and for the benefit of Releasors, the Releasees and their respective heirs, executors, administrators, successors, and assigns, whenever the context requires. The parties agree that the consideration provided by the Company is for the benefit of and fully releases all Releasees.", "output": "Releasees" } ]

[ { "input": "This Agreement is intended to create a contractual relationship among Holder, the Company and Parent, and is not intended to create, and does not create, any agency, partnership, joint venture or any like relationship among the parties hereto or among any other Company shareholders entering into voting agreements with the Company or Parent. Holder is not affiliated with any other holder of securities of the Company entering into a voting agreement with the Company or Parent in connection with the Merger Agreement and has acted independently regarding its decision to enter into this Agreement. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to any Shares.", "output": "Company" } ]

[ { "input": "During any period when any Event of Default has occurred and is continuing, neither the Borrower nor MCRC will make any Distributions in excess of the Distributions required to be made by it in order to maintain MCRC’s status as a REIT.", "output": "MCRC" } ]

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

[ { "input": "All references herein to consolidated financial statements of the Borrower and its Subsidiaries or to the determination of any amount for the Borrower and its Subsidiaries on a consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that the Borrower is required to consolidate pursuant to FASB Interpretation No. 46 – Consolidation of Variable Interest Entities: an interpretation of ARB No. 51 (January 2003) as if such variable interest entity were a Subsidiary as defined herein.", "output": "ARB No. 51" } ]

[ { "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": "STWCSV" } ]

[ { "input": "Commencing as of the Effective Date and during the Employment Period, the Company shall pay to the Executive a base salary at the rate of no less than $459,268.00 per calendar year (the “Base Salary”), less applicable deductions. The Base Salary shall be reviewed by the Compensation Committee of the Board (the “Compensation Committee”) no less frequently than annually and may be increased (but not decreased) in the discretion of the Compensation Committee. Any such increased Base Salary shall constitute the “Base Salary” for purposes of this Agreement. The Base Salary shall be paid in substantially equal installments in accordance with the Company’s regular payroll procedures.", "output": "no less than $459,268.00" } ]

[ { "input": "This Amendment shall be binding upon and inure to the benefit of Borrower and Lender and their respective successors and assigns, except that Borrower may not assign, transfer or delegate any of its rights or obligations under the Agreement as amended by this Amendment.", "output": "Borrower" } ]

[ { "input": "Executive’s base salary under this Agreement shall be Two Hundred Forty Thousand Dollars ($240,000.00) (U.S.) per year (less applicable withholdings), which shall be payable as provided by law and in accordance with the Company’s standard payroll schedule, together with such increases as may be approved by the Company’s Compensation Committee and Board of Directors from time to time in their sole discretion (the “Base Salary”).", "output": "Compensation Committee" } ]

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

[ { "input": "The Parties agree that this Assignment Agreement may be executed in two or more counterparts, each and all of which shall be deemed an original and all of which together shall constitute but one and the same instrument. The facsimile signature of any Party to this Agreement or a PDF copy of the signature of any Party to this Assignment Agreement delivered by electronic mail for purposes of execution or otherwise, shall have the same binding effect as the delivery of an original signature on this Assignment Agreement.", "output": "two" } ]

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

[ { "input": "To the extent Buyer obtains knowledge before the Closing Date that any of the representations or warranties contained in Article 4 hereof would be incorrect in any material respect were those representations or warranties made immediately after such knowledge was obtained, the Buyer shall notify Seller in writing promptly of such fact and exercise its reasonable efforts to remedy same to the extent within Buyer’s control.", "output": "Buyer" } ]

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

[ { "input": "Any invoices issued by QIAGEN pursuant to this Agreement, including Section 6.1 or Section 6.2, shall be paid in accordance with this Section 6.3.", "output": "6.2" } ]

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

[ { "input": "This Agreement shall be binding on, and shall inure to the benefit of, the parties hereto and their respective successors and assigns, and no other Person shall acquire or have any rights under or by virtue of this Agreement. No party  may assign any right or obligation under this Agreement without the prior written consent of the other party; provided, however, that the Company may assign, without the prior written consent of Executive, its rights and obligations under this Agreement to its Affiliates and/or in connection with the sale of substantially all of the assets or any of the equity of the Company.", "output": "Company" } ]

[ { "input": "The Borrower agrees to pay, within 10 Business Days of demand, all reasonable costs and expenses of the Administrative Agent in connection with the preparation, execution, delivery and administration, modification and amendment of this Amendment and the other instruments and documents to be delivered hereunder, in accordance with the terms of Section 9.04 of the Credit Agreement.", "output": "Section 9.04" } ]

[ { "input": "The Registration Statement and any Rule 462(b) Registration Statement have been declared effective by the Commission under the Securities Act.  The Company has complied to the Commission’s satisfaction with all requests of the Commission for additional or supplemental information related to the Registration Statement or the Prospectus.  No stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement is in effect and no proceedings for such purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated or threatened by the Commission.", "output": "Commission" } ]

[ { "input": "The Compensation Benefits in Section 2 are conditional upon strict compliance with Executive’s obligations and covenants under the Non-Compete Agreement and this Agreement, including but not limited to Section 7 (cooperation) and Section 8 (return of company property). Executive understands and acknowledges that a breach of any of these obligations and covenants shall result in cessation of the Compensation Benefits. All compensation payments, whether or not part of the Compensation Benefits, shall remain subject to the Rogers Corporation Compensation Recovery Policy, as amended from time to time.", "output": "Executive" } ]

[ { "input": "All existing Indebtedness of the Borrower and its Subsidiaries (including Indebtedness under the Existing Credit Agreement but excluding Indebtedness permitted pursuant to Section 8.1 ) shall be repaid in full, all commitments (if any) in respect thereof shall have been terminated and all guarantees therefor and security therefor shall be released, and the Administrative Agent shall have received pay-off letters in form and substance satisfactory to it evidencing such repayment, termination and release.", "output": "the Existing Credit Agreement" } ]

[ { "input": "You understand and agree that as a condition for the payment to you of the severance benefits described in Section 2 above, you will comply in all material respects with the covenants contained in Sections 6 through 9 of the Employment Agreement.", "output": "9" } ]

[ { "input": "A fully earned, non-refundable amendment fee of Seventy-Five Thousand Dollars ($75,000) on the Effective Date.", "output": "75,000" } ]

[ { "input": "This Agreement and the rights and obligations of the parties hereunder shall be governed by the laws of the State of Nevada. The parties hereby waive any plea or defense of venue or jurisdiction as not being a resident of the State of Nevada, and hereby specifically agree that any action brought by either party to this Agreement must be instituted and prosecuted only in the state courts located in Clark County, Nevada, or in the United States District Court for the District of Nevada.", "output": "Clark County" } ]

[ { "input": "As a condition to receiving the Award, the Participant agrees that he or she shall abide by all provisions of any equity retention policy, compensation recovery policy, stock ownership guidelines and/or other similar policies maintained by the Company, each as in effect from time to time and to the extent applicable to the Participant from time to time. In addition, the Participant shall be subject to such compensation recovery, recoupment, forfeiture, or other similar provisions as may apply at any time to the Participant under Applicable Law.", "output": "Company" } ]

[ { "input": "Notwithstanding any other provision of this Plan, the rights and obligations of the Corporation and the Participants under Article Four and Sections 6.03 and 6.06 through 6.19 will survive any termination or expiration of this Plan or the termination of the Participant’s employment for any reason whatsoever.", "output": "Corporation" } ]

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

[ { "input": "This Agreement sets forth the entire agreement of the parties with respect to the subject matter hereof, and supersedes any previous oral or written communications, negotiations, representations, understandings, or agreements between them , including the Prior Agreement .  Any modification of this Agreement shall be effective only if set forth in a written document signed by you and a duly authorized officer of the Company.", "output": "the Prior Agreement" } ]

[ { "input": "A ratio of EBITDAR (earnings before interest, taxes, depreciation, amortization and rental expense) divided by the sum of CPLTD (current portion of long term debt), interest expense and rental expense. For the purpose of calculating this ratio, rental expense associated with operating leases with a duration of one year or less, operating leases associated with leased equipment for particular jobs and included in job costs are not to be considered as rental expense. Such ratio is to be measured annually based upon the prior year’s financial results and is to equal or exceed 1.30:1.", "output": "one year or less" } ]

[ { "input": "If, due to any circumstance affecting the London interbank market, Agent reasonably determines that adequate and fair means do not exist for ascertaining LIBOR on any applicable date or that any requested Interest Period is not available on the basis provided herein, then Agent shall immediately notify US Borrowers or UK Borrower, as applicable, of such determination and thereafter interest shall be calculated in accordance with the terms sets forth in the definition of LIBOR.", "output": "US" } ]

[ { "input": "You will accrue paid time off each pay period (every two weeks) to earn a maximum of 28 PTO days in your first year of employment.  You may generally begin to use your PTO days after 60 days of your start date.  PTO is inclusive of all personal, sick and vacation days, and does not roll over across calendar years. The Company also observes 9 holidays throughout the year (holiday pay will apply).", "output": "the year" } ]

[ { "input": "(a) If the Borrower is a U.S. Person, a Lender that is not a U.S. Person, and (b) if the Borrower is not a U.S. Person, a Lender that is resident or organized under the laws of a jurisdiction other than that in which the Borrower is resident for tax purposes.", "output": "U.S." } ]

[ { "input": "The Participant may make an election to withdraw the Automatic Deferrals under the EACA no later than ninety (90) days, or such shorter period as specified in the Adoption Agreement, after the date of the first Automatic Deferral under the EACA. For this purpose, the date of the first Automatic Deferral is the date that the Compensation subject to the Automatic Deferral otherwise would have been includible in the Participant's gross income. For this purpose, EACAs under the Plan are aggregated, except that the mandatory disaggregation rules of Code §410(b) apply. In addition, a Participant's withdrawal right is not restricted due to the Participant making an Affirmative Election during the ninety (90) day period (or shorter period as specified in the Adoption Agreement).", "output": "the ninety (90) day" } ]

[ { "input": "An Election Form must be filed prior to December 31 of the year immediately preceding the Plan Year for which it is effective or by such earlier deadline as the Committee may prescribe.  Notwithstanding the foregoing, to the extent permitted by Code Section 409A, a Director who first becomes eligible to participate in the Plan (including any other plan that is required to be treated as a single plan with the Plan under Code Section 409A) may file an Election Form during the first 30 days of such eligibility; provided that such Election Form will apply only to compensation earned for the period following the date on which such Election Form is filed.", "output": "Code Section 409A" } ]

[ { "input": "Any notice required to be given or delivered to the Company under the terms of this Agreement shall be in writing and addressed to the Company at its principal corporate offices. Any notice required to be given or delivered to Optionee shall be in writing and addressed to Optionee at the address indicated below Optionee’s signature line on the Grant Notice. All notices shall be deemed effective upon personal delivery or three days after deposit in the U.S. mail, postage prepaid and properly addressed to the party to be notified.", "output": "Optionee" } ]

[ { "input": "In the event Tenant subleases the Premises or assigns this Lease in a Transfer that requires Landlord’s consent in accordance with this Paragraph 10, Tenant shall pay to Landlord, immediately upon receipt thereof, fifty percent (50%) of all net compensation received by Tenant for a Transfer that exceeds the Basic Rental and Tenant’s share of Basic Costs allocable to the portion of the Premises covered thereby after Tenant first deducts its costs incurred in connection with the Transfer including any brokerage commissions and all legal fees, free rent or tenant improvement allowances granted, architectural fees, lease assumptions and all Rent paid from the date that the space is vacated and listed for sublease with a reputable brokerage firm.", "output": "Tenant" } ]

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

[ { "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": "Seller" } ]

[ { "input": "Unless otherwise expressly agreed by the L/C Issuer and the applicable Borrower when a Letter of Credit is issued (including any such agreement applicable to an Existing Letter of Credit), (i) the rules of the ISP, with the exception of Rule ‎5.09 thereof, shall apply to each standby Letter of Credit, and (ii) the rules of the Uniform Customs and Practice for Documentary Credits, as most recently published by the International Chamber of Commerce at the time of issuance shall apply to each commercial Letter of Credit.", "output": "the Uniform Customs and Practice for Documentary Credits" } ]

[ { "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": "(a) Unless otherwise mutually agreed in writing, all transfers of funds to be made by Sellers hereunder shall be made in Dollars, in immediately available funds, without deduction, set-off or counterclaim, to Buyer at the following account maintained by Buyer: JPMorgan Chase Bank, Account Number ********, for the credit account: JPMorgan Chase Bank NY; ref: PennyMac, ABA# ***-***-*** Attn: Mortgage Finance, not later than 5:00 p.m. New York City time, on the date on which such payment shall become due (and each such payment made after such time shall be deemed to have been made on the next succeeding Business Day).  Each Seller acknowledges that it has no rights of withdrawal from the foregoing account.", "output": "PennyMac" } ]

[ { "input": "In the event of any inconsistency between the provisions of this Agreement and the ISDA Definitions, this Agreement will prevail. In the event of any inconsistency between the provisions of the Credit Support Documents, if any, and the ISDA Definitions, the Credit Support Documents will prevail. In the event of any inconsistency between the provisions of any Confirmation and this Agreement or the ISDA Definitions, the Confirmation will prevail for the purpose of the relevant Transaction.", "output": "Confirmation" } ]

[ { "input": "This Amendment is governed by, and shall be construed and enforced in accordance with the laws of the State of New York (except the laws of that jurisdiction that would render such choice of laws ineffective).", "output": "This Amendment" } ]

[ { "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": "Executive" } ]

[ { "input": "On or before June 30, 2018, the Company may effect a reverse stock split of its capital stock that would result in a per share price for its Common Stock of between $8.00 and $12.00 per share, as determined at the time that the reverse stock split ratio is established by reference to the most recent closing price of the Common Stock on the Nasdaq Capital Market, and the Holders hereby consent to such reverse stock split. In the event that such reverse stock split would result in less than 1,000,000 shares remaining in the Company’s public float, the Company may cause a reverse stock split at the highest ratio that would result in at least 1,000,000 shares remaining in the public float.", "output": "June 30, 2018" } ]

[ { "input": "This Agreement is personal to the Optionee, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than by will or the laws of descent and distribution. This Stock Option is exercisable, during the Optionee’s lifetime, only by the Optionee, and thereafter, only by the Optionee’s legal representative or legatee. Notwithstanding the foregoing, this Stock Option may be transferred pursuant to a domestic relations order; provided, however, that an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”) may be deemed to be a nonqualified stock option as a result of such transfer.", "output": "Code" } ]

[ { "input": "The SAR may be exercised in whole or in part by Employee or any other individual authorized pursuant to the terms of this Agreement to exercise the SAR at any time or from time to time in accordance with procedures established by the Committee. As promptly as practicable after such exercise of the SAR, the Company shall issue the number of Shares or pay the amount of cash, as applicable, determined pursuant to Section 3(b) above to Employee or the individual or entity authorized to exercise such SAR as provided herein.", "output": "Section 3(b)" } ]

[ { "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": "Board of Directors" } ]

[ { "input": "Except as disclosed in the SEC Documents, since September 30, 2016, there has been no material adverse change in the business, properties, operations, financial condition or results of operations of the Company. The Company has not taken any steps, and does not currently expect to take any steps, to seek protection pursuant to any Bankruptcy Law nor does the Company have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy or insolvency proceedings. The Company is financially solvent and is generally able to pay its debts as they become due.", "output": "September 30, 2016" } ]

[ { "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": "Notwithstanding anything in this Agreement to the contrary, as a condition of receiving any payment or benefits under Sections 5(j)(ii)-(v) (other than the Amounts and Benefits), the Executive agrees to execute, deliver and not revoke a general release and covenant not to sue in favor of the Company and its subsidiaries and their respective affiliates in substantially the form attached here to as Exhibit A (the “ Release ”), and the Release becomes fully irrevocable within sixty (60) days following the Date of Termination. In the event the Release is not executed and non-revocable prior to the date that is sixty (60) days following the Date of Termination, all payments and benefits under Section 5(j)(ii)-(v) (other than the Amounts and Benefits) shall be forfeited.", "output": "Sections 5(j)(ii)-(v)" } ]

[ { "input": "The Borrower and the Lenders agree that the Administrative Agent may delegate any of its duties under this Agreement to any of its Affiliates. Any such Affiliate (and such Affiliate’s directors, officers, agents and employees) which performs duties in connection with this Agreement shall be entitled to the same benefits of the indemnification, waiver and other protective provisions to which the Administrative Agent is entitled under Articles X and XI.", "output": "Affiliate" } ]

[ { "input": "Purchaser shall be entitled to deduct and withhold from the Purchase Price all Taxes that Purchaser may be required to deduct and withhold under any provision of applicable Law. If Purchaser reasonably determines that any withholding in respect of Taxes is required from the Purchase Price, it shall notify Sellers as soon as reasonably practicable and shall reasonably cooperate with Sellers to lawfully mitigate such Taxes required to be withheld. To the extent that any amounts are withheld and paid to the appropriate Governmental Body, such withheld amounts shall be treated as delivered to Sellers hereunder.", "output": "Sellers" } ]

[ { "input": "All information, reports, exhibits, schedules, financial statements or certificates of Seller, Guarantor or any Affiliate thereof or any of their officers furnished or to be furnished to Buyer in connection with the initial or any ongoing due diligence of Seller, Guarantor or any Affiliate or officer thereof, negotiation, preparation, or delivery of the Program Agreements are true and complete and do not omit to disclose any material facts necessary to make the statements herein or therein, in light of the circumstances in which they are made, not misleading. All financial statements have been prepared in accordance with GAAP.", "output": "Guarantor" } ]

[ { "input": "Each Lender subject to the Patriot Act hereby notifies Borrowers that, pursuant to Section 326 thereof, it is required to obtain, verify and record information that identifies Borrower, including the name and address of Borrowers and other information allowing such Lender to identify Borrowers in accordance with such act.", "output": "Section 326" } ]

[ { "input": "Through December 31, 2018, Employee shall not directly or indirectly solicit or interfere with, encourage to leave the Company, or attempt to entice away from the Company any of its suppliers, customers, or employees or directly or indirectly employ any person who, at any time within 90 days prior to such action, was an employee of the Company.", "output": "December 31, 2018" } ]

[ { "input": "Associate acknowledges Associate’s obligation to promptly return to IMI all property of IMI in Associate’s possession including, without limitation, “Blackberry”, iPhone, iPad, tablets, or other PDAs, keys, IMI employee identification card, credit cards, cell phones, pagers, computers, laptops, office equipment, documents and files and instruction manuals on or before the Separation Date, or earlier if so requested by IMI, except that Associate shall be allowed to retain his iPhone.", "output": "Associate" } ]

[ { "input": "A Claimant may not bring any legal action, including commencement of any arbitration, relating to a claim for benefits under the Plan unless and until the Claimant has followed the claims procedures under the Plan and exhausted his or administrative remedies under Sections 11.1 and 11.2. No such legal action may be brought more than twelve (12) months following the notice of denial of benefits under Section 11.2, or if no appeal is filed by the applicable appeals deadline, twelve (12) months following the appeals deadline.", "output": "twelve (12) months" } ]

[ { "input": "In the event of any breach or threatened breach by either party of any covenant, obligation or other provision set forth in this Purchase Agreement, the other party shall be entitled (in addition to any other remedy that may be available to it) to (i) a decree or order of specific performance or mandamus to enforce the observance and performance of such covenant, obligation or other provision, and (ii) an injunction restraining such breach or threatened breach; and (b) such party shall not be required to provide any bond or other security in connection with any such decree, order or injunction or in connection with any related action or proceeding.", "output": "this Purchase Agreement" } ]

[ { "input": "The Administrative Agent shall have received favorable written opinions (addressed to the Administrative Agent and the Lenders and dated the Effective Date) of (i) Latham & Watkins LLP, counsel for the Loan Parties, and (ii) Jeffrey D. Linton, General Counsel of the Borrower, in each case, covering such matters relating to the Loan Parties and the Loan Documents as the Administrative Agent shall reasonably request. The Borrower hereby requests such counsel to deliver such opinions.", "output": "Latham & Watkins LLP" } ]

[ { "input": "Borrower is not an “investment company” within the meaning of or otherwise subject to regulation under, the Investment Company Act of 1940, as amended.", "output": "the Investment Company Act of 1940" } ]

[ { "input": "GSI and FH and the Selling Stockholder each agrees that they will not release or issue any reports or statements or make any public announcements relating to this Agreement or the Transaction contemplated herein without the prior written consent of the other party, except as may be required upon written advice of counsel to comply with applicable laws or regulatory requirements after consulting with the other party hereto and seeking their reasonable consent to such announcement. FH and the Selling Stockholder acknowledge that GSI must comply with securities laws requiring full disclosure of material facts and agreements in which it is involved, and will co-operate to assist GSI in meeting its obligations.", "output": "GSI" } ]

[ { "input": "All duties, obligations and responsibilities required to be performed by Assignor as of the date hereof under the Hedge Agreement have been performed, and no default or condition which with the passage of time or the giving of notice, or both, would constitute a default exists under the Hedge Agreement.", "output": "the Hedge Agreement" } ]

[ { "input": "Such Financier shall have received an independent insurance brokers’ report and certificate(s) of insurance, in form and substance reasonably satisfactory to such Financier as to the due compliance with the terms of Section 10 of the Lease relating to insurance with respect to such Aircraft and, if applicable, a certificate, in form and substance reasonably acceptable to such Financier, signed by the Treasurer, Chief Financial Officer, the President, a Vice President or General Counsel of the Lessee confirming indemnification or insurance provided by the United States and evidence of such indemnification or insurance, if any.", "output": "Financier" } ]

[ { "input": "The Committee may delegate its powers and duties under the Plan to one or more officers or Directors of the Company, subject to such terms, conditions and limitations as the Committee may establish in its sole discretion; provided, however , that the Committee shall not delegate its powers and duties under the Plan (i) with regard to officers or directors of the Company or any Affiliate who are subject to Section 16 of the Exchange Act, (ii) in such a manner as would cause the Plan not to comply with the requirements of Section 162(m) or (iii) in such a manner as would contravene Section 157 of the Delaware General Corporation Law.", "output": "Committee" } ]

[ { "input": "Neither (i) the Borrower nor (ii) except as would not constitute a Material Adverse Effect, any member of its ERISA Group has, or during the past five years had, any liability or obligation with respect to any Plan or Multiemployer Plan.", "output": "ERISA Group" } ]

[ { "input": "The actual number of Restricted Stock Units that become eligible to vest will be determined as the product of (x) the Number of Restricted Stock Units subject to Grant, multiplied by (y) the Achievement Factor (as defined below), with such product rounded down to the nearest whole unit; provided, however, that if the Achievement Factor is less than [_______________], none of the Restricted Stock Units will become eligible to vest. If the Achievement Factor is equal to or greater than 1.00, then [_______________] of the Number of Restricted Stock Units subject to Grant will become eligible to vest. In no event will more than 100% of the Number of Restricted Stock Units subject to Grant vest pursuant to this Grant of Restricted Stock Units.", "output": "more than 100%" } ]

[ { "input": "All accrued liabilities and obligations of Tenant under the Lease related to the Surrendered Premises shall survive the Surrender Expiration Date, including but not limited to all defense and indemnity obligations in favor of Landlord with respect to third party claims and all obligations and liabilities expressly set forth in or arising from the breach of any provision of this Amendment.", "output": "third" } ]

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

[ { "input": "If, due to any circumstance affecting the London interbank market, Agent reasonably determines that adequate and fair means do not exist for ascertaining LIBOR on any applicable date or that any requested Interest Period is not available on the basis provided herein, then Agent shall immediately notify US Borrowers or UK Borrower, as applicable, of such determination and thereafter interest shall be calculated in accordance with the terms sets forth in the definition of LIBOR.", "output": "London" } ]

[ { "input": "Enter into any arrangement, directly or indirectly, with any person whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property which it intends to use for substantially the same purpose or purposes as the property being sold or transferred (a “ Sale and Leaseback Transaction ”) unless (i) the sale of such property is permitted by Section 7.05 and (ii) any Liens arising in connection with its use of such property are permitted by Section 7.01 .", "output": "Section 7.01" } ]

[ { "input": "Arbitration of Arbitrable Claims shall be in accordance with the Employment Dispute Resolution Rules of the American Arbitration Association (“AAA Rules”), except as provided otherwise in this Appendix B. Arbitration shall be initiated by providing written notice to the other party with a statement of the claim(s) asserted, the facts upon which the claim(s) are based, and the remedy sought. This notice shall be provided to the other party within six (6) months of the acts or omissions complained of. Any claim not initiated within this limitations period shall be null and void, and the Company and you waive all rights under statutes of limitation of different duration. The arbitration shall take place in New York, New York.", "output": "Company" } ]

[ { "input": "I represent that my performance of all the terms of this Agreement and my duties as an employee of the Company will not breach any invention assignment, proprietary information, confidentiality or similar agreement with any former employer or other party. I represent that I will not bring with me to the Company or use in the performance of my duties for the Company any documents or materials or intangibles of a former employer or third party that are not generally available to the public or have not been legally transferred to the Company.", "output": "Company" } ]

[ { "input": "Seller shall (i) at all times maintain copies of relevant portions of all final written Agency audits, examinations, evaluations, monitoring reviews and reports of its origination and servicing operations (including those prepared on a contract basis for any such agency) in which there are material adverse findings, including without limitation notices of defaults, notices of termination of approved status, notices of imposition of supervisory agreements or interim servicing agreements, and notices of probation, suspension, or non-renewal, and all necessary approvals from the Agency, and (ii) provide copies of all such audits, examinations, evaluations, monitoring reviews and reports to Agent in connection with any annual audit by Agent.", "output": "Seller" } ]

[ { "input": "The Agreement shall become effective on the Effective Date and shall continue unless earlier terminated as provided in Section 7 (the \" Term \" ). The Executive ' s employment with the Company shall be \" at will ,\" meaning that the Executive's employment may be terminated by the Company or the Executive at any time and for any reason provided that Executive may not voluntarily terminate his employment upon less than ninety days prior written notice delivered to the Company, or upon such shorter notices as Company and Executive agree.", "output": "Company" } ]

[ { "input": "The Executive shall be entitled in each year to five (5) weeks’ paid vacation, in addition to weekends and statutory holidays, to be taken in installments of no more than three (3) consecutive weeks of paid time off. Subject to the foregoing, paid vacation is to be taken at such time or times as the Executive may select and the Board may reasonably approve having regard to the business affairs and operations of the Company.", "output": "Company" } ]

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

[ { "input": "This Agreement, together with the Transaction Documents, and all other documents referred to herein, supersedes all other prior oral or written agreements between Borrower, Investor, its affiliates and persons acting on its behalf 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 therein and, except as specifically set forth herein or therein, neither Investor nor Borrower makes any representation, warranty, covenant or undertaking with respect to such matters.", "output": "Investor" } ]

[ { "input": "The right and remedy to have the Covenants specifically enforced by any court having equity jurisdiction, including obtaining an injunction to prevent any continuing violation thereof, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable injury to the Company and that money damages will be difficult to ascertain and will not provide adequate remedy to the Company.", "output": "Company" } ]

[ { "input": "In the event of any stock split, reverse stock split, stock dividend, recapitalization, combination of shares, reclassification of shares, spin-off or other similar change in capitalization or event, or any non-cash distribution to holders of Common Stock, the number of RSUs, and Shares issuable upon vesting and conversion thereof, shall be appropriately adjusted in such manner as shall be determined by the Compensation Committee of the Board.", "output": "the Compensation Committee of the Board" } ]

[ { "input": "The Executive’s annual salary will be $275,000 (the “ Base Salary ”), paid in accordance with the Company’s payroll practices as in effect from time to time. The Base Salary will be reviewed annually by the Compensation Committee of the Board (the “ Committee ”).", "output": "Committee" } ]

[ { "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": "Delaware" } ]

[ { "input": "Agent shall have the right to commence, appear in or defend any action or proceeding purporting to affect the Property, Improvements, Loan Documents or the rights, duties or liabilities of Borrower or Agent under any of the Loan Documents. In exercising such right, Agent may incur and pay costs and expenses including, without limit, attorneys’ fees and court costs. Borrower agrees to pay to Agent within 5 days of demand all such expenses incurred or paid by Agent and such expenses shall bear interest after such 5 days at the rate applicable to the principal balance of the Note as specified therein. Until repaid, such amounts shall have the security afforded Advances under the Note and this Agreement.", "output": "5 days" } ]

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

[ { "input": "Tenant acknowledges that Landlord has made no representations to Tenant with respect to the condition of the Premises. Tenant acknowledges that it is currently occupying the Premises and agrees to remain in possession of the same \"as is\" in the condition existing on the date hereof and that, notwithstanding anything to the contrary contained in the Lease, as amended by this Amendment, Landlord shall have no obligation to perform any work, provide any work allowance or rent credit (other than as expressly set forth in Paragraph 3(A) hereof), or alter, improve, decorate, or otherwise prepare the Premises for Tenant’s continued occupancy except for Landlord's Renewal Work (as such term is hereinafter defined).", "output": "Premises" } ]

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

[ { "input": "Executive shall be entitled to four (4) weeks of vacation with pay during each year that ends during the Employment Term. Vacations shall not be taken in a manner which will unreasonably interfere with Executive’s duties hereunder. Executive shall also be entitled to all paid holidays and personal days given by the Company to its senior executives.", "output": "each year" } ]

[ { "input": "The amendment and restatement of the Original Credit Agreement to be in the form hereof is subject to the satisfaction (or waiver in accordance with Section 10.02 of the Original Credit Agreement) of the conditions precedent to the occurrence of the Amendment Effective Date set forth in the Amendment Agreement.", "output": "the Amendment Agreement" } ]

[ { "input": "You will be entitled to participate in all Welltower benefit programs commensurate with other U.S.-based Welltower employees, including health, life and disability programs, and in Welltower’s 401(k) plan, subject to your satisfaction of any eligibility criteria.", "output": "Welltower" } ]

[ { "input": "You agree that you will not engage in any activity or make any statement that may disparage or reflect negatively on RAIT, including those entities and individuals related to RAIT as defined in the Release above.  In response to requests for information regarding you from any prospective employer, RAIT will, consistent with company policy, provide dates of employment and position(s) held.  You agree to direct all such requests for references to RAIT’s Director of Human Resources.", "output": "RAIT" } ]

[ { "input": "If EMPLOYEE breaches her promise and files or participates in a legal proceeding based on any such released claims, except with respect to those claims protected by the whistleblower provisions of federal law or regulation, EMPLOYER’s obligation to make the payments and benefits referred to herein shall terminate immediately, and the EMPLOYEE shall (i)  repay to EMPLOYER any money paid to her pursuant to this Agreement; (ii) pay for all costs incurred by EMPLOYER, including reasonable attorneys’ fees, in defending against EMPLOYEE’s claim; and (iii) pay all other damages awarded by a court of competent jurisdiction or arbitral tribunal.", "output": "EMPLOYER" } ]

[ { "input": "Buyer has arranged to have available by the Closing Date sufficient funds to enable Buyer to pay in full the Purchase Price as provided in this Agreement and otherwise to perform its obligations under this Agreement.", "output": "Buyer" } ]

[ { "input": "On and after the Retirement Date, as partial consideration for the acceleration of vesting of awards set forth on Exhibit A, the Executive shall continue to be subject to the provisions of Section 7 (“ Nondisclosure and Noncompetition ”) of the Employment Agreement in accordance with its terms. The foregoing shall apply irrespective that the Employment Agreement otherwise terminated on the Retirement Date.", "output": "the Employment Agreement" } ]

[ { "input": "Each Issuer Free Writing Prospectus, as of its issue date and as of each Applicable Time (as defined in Section 25 below), did not, does not and will not, through the completion of the Placement or Placements for which such Issuer Free Writing Prospectus is issued, include any information that conflicted, conflicts or will conflict with the information contained in the Registration Statement or the Prospectus, including any incorporated document deemed to be a part thereof that has not been superseded or modified. The foregoing sentence does not apply to statements in or omissions from any Issuer Free Writing Prospectus based upon and in conformity with written information furnished to the Company by the Agent specifically for use therein.", "output": "25" } ]

[ { "input": "The Credit Parties shall, promptly, but not more than five (5) days after knowledge thereof shall have come to the attention of any officer of the Credit Parties, give written notice to the Buyer of any event, circumstance, fact or other matter that could in any way have or be reasonably expected to have a Material Adverse Effect.", "output": "more than five (5) days" } ]

[ { "input": "Each of the Receiver, the Corporation and Park Sterling may waive its respective rights, powers or privileges under this Agreement; provided that such waiver shall be in writing; and further provided that no failure or delay on the part of the Receiver, the Corporation or Park Sterling to exercise any right, power or privilege under this Agreement shall operate as a waiver thereof, nor will any single or partial exercise of any right, power or privilege under this Agreement preclude any other or further exercise thereof or the exercise of any other right, power or privilege by the Receiver, the Corporation, or Park Sterling under this Agreement, nor will any such waiver operate or be construed as a future waiver of such right, power or privilege under this Agreement.", "output": "Corporation" } ]

[ { "input": "Notwithstanding any other provision of this Agreement, this Agreement shall terminate automatically upon the occurrence of Executive’s death. In addition, the Company shall have the right, at any time after Executive shall have become disabled, to terminate this Agreement immediately. For purposes of this Agreement, Executive shall be deemed to have become “disabled” when, by reason of physical or mental illness, incapacity or disability, Executive shall fail to perform Executive’s duties hereunder for one continuous period of ninety (90) days or more, or shorter periods aggregating one hundred twenty (120) days or more, within any period of twelve (12) consecutive months; provided , however , that any days of disability separated by ten (10) or fewer days shall be considered continuous.", "output": "Executive" } ]

[ { "input": "With respect to any suit, action or proceeding relating to any offers, purchases or sales of the Securities by the undersigned, the undersigned irrevocably submits to the jurisdiction of the federal or state courts located in the State of New York which submission shall be exclusive unless none of such courts has lawful jurisdiction over such proceedings.", "output": "New York" } ]

[ { "input": "Capitalized terms used herein and not otherwise defined herein shall have the meanings specified in the Credit Agreement.  The provisions of Section 1.03 of the Credit Agreement shall apply to this Agreement as though set forth herein, mutatis mutandis.", "output": "the Credit Agreement" } ]