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scholarly360

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contracts-extraction-instruction-llm-experiments

like 7

[ { "input": "The agreement to arbitrate under this Section 8 shall be governed by the Uniform Arbitration Act of 2000 (Nevada Revised Statutes 38.206 et   seq ).   In ruling on procedural and substantive issues raised in the arbitration itself, the Arbitrator shall in all cases apply the substantive law of the State of Nevada.", "output": "this Section 8" } ]

[ { "input": "By executing and delivering this Additional Subsidiary Obligor Joinder Agreement, the undersigned hereby agrees to become a party to and be bound by, and comply with, the provisions of the acknowledgement to the Sharing Agreement in the same manner as if the undersigned were an original Obligor. The undersigned agrees that it shall be an Additional Subsidiary Obligor, as such term is defined in the Sharing Agreement, and that the undersigned shall have all the obligations described therein. All references to the term “Additional Subsidiary Obligor” in the Sharing Agreement, or in any document or instrument executed and delivered or furnished, or to be executed and delivered or furnished, in connection therewith shall be deemed to be references to, and shall include, the undersigned.", "output": "the Sharing Agreement" } ]

[ { "input": "To the extent Parent or its Affiliates, in connection with the performance of any Service hereunder, develops, conceives or generates any invention, discovery, improvement, maskwork, patent, work of authorship or other Intellectual Property, or any proprietary, confidential or trade secret data, all right, title and interest in and to such inventions, discoveries, improvements, maskworks, patents and other Intellectual Property and such proprietary, confidential or trade secret data will be owned solely by Parent or its respective Affiliates, as the case may be, notwithstanding its development in connection with performance of Services under this Agreement and Spinco shall not have any rights therein or thereto.", "output": "Parent" } ]

[ { "input": "All notices and deliveries of information hereunder shall be deemed to have been duly given if actually delivered or mailed by registered or certified mail, postage prepaid, addressed to the parties hereto at the addresses set forth above on page 1; if by mail, then as of the date of such mailing.  Each party may, by written notice so delivered to the others, change the address to which delivery shall thereafter be made.", "output": "1" } ]

[ { "input": "Amounts payable hereunder upon Employee’s termination or severance of employment with the Company that constitute deferred compensation under Section 409A of the Code shall be paid upon Employee’s “separation from service” within the meaning of Section 409A of the Code.", "output": "Section 409A of the Code" } ]

[ { "input": "Neither Collaborator nor any of its Affiliates shall use, in any capacity, in connection with the activities to be performed under this Agreement, any Person who is or that has been debarred, or is the subject of debarment proceedings by any Regulatory Authority. If Collaborator learns that a Person performing on its behalf under this Agreement has been debarred by any Regulatory Authority, or has become the subject of debarment proceedings by any Regulatory Authority, Collaborator shall promptly notify Regeneron and shall prohibit such Person from performing on its behalf under this Agreement.", "output": "Collaborator" } ]

[ { "input": "The effectiveness of this Modification is contingent upon Peak Resorts closing on a private equity offering to Summer Road, LLC for no less than Fifteen Million and 00/100 Dollars ($15,000,000.00) no later than November 15, 2016, otherwise, this Modification shall automatically terminate and none of the parties hereto shall have any further obligations under this Modification and the terms of the Credit Agreements and the Credit Agreement Letters shall remain in full force and effect as if this Modification was never entered into among the parties hereto.", "output": "the Credit Agreement Letters" } ]

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

[ { "input": "Licensee accepts Licensor’s consent herein granted subject and subordinate to any mortgage or deed of trust and to all amendments, renewals, extensions and refinancing thereof, that may now or hereafter exist or constitute a lien upon the interest of Licensor in the Building or any part thereof.", "output": "Licensor" } ]

[ { "input": "Until the date on which the Buyers shall have sold all of the Registrable Securities (the “ Reporting Period ”), the Company shall timely file all reports required to be filed with the SEC pursuant to the 1934 Act (reports filed in compliance with the time period specified in Rule 12b-25 promulgated under the 1934 Act shall be considered timely for this purpose), and the Company shall not terminate its status as an issuer required to file reports under the 1934 Act even if the 1934 Act or the rules and regulations thereunder would no longer require or otherwise permit such termination. The Company shall use reasonable best efforts to maintain its eligibility to register the Registrable Securities for resale by the Buyers on Form S-3.", "output": "SEC" } ]

[ { "input": "Pursuant to the First Business Financial Services, Inc. 2012 Equity Incentive Plan (the “2012 Plan”), the Board of Directors of the Company (the “Board”) or a committee thereof (the “Committee”) has granted to the Participant, on the terms and conditions set forth herein, xxx Restricted Stock Units (the “Units”) in exchange for the cancellation of the Participant’s Restricted Stock Agreement dated ________ and the cancellation of the shares issued thereunder that have not yet vested as of the Grant Date.", "output": "2012" } ]

[ { "input": "The Bank shall withhold any taxes that are required to be withheld, including but not limited to taxes owed under Code Section 409A from the benefits provided under this Agreement. The Executive acknowledges that the Bank’s sole liability regarding taxes is to forward any amounts withheld to the appropriate taxing authorities. The Bank shall satisfy all applicable reporting requirements, including those under Code Section 409A.", "output": "Bank" } ]

[ { "input": "The holders of the Units entitled to vote at any applicable meeting shall be entitled to notice of such meeting in accordance with this Agreement, and except as otherwise required by law, the holders of the Units shall be entitled to vote on all matters submitted to the Unitholders for a vote with each Unit entitled to one vote. Except as otherwise expressly provided in this Agreement (including, for the avoidance of doubt, Section 5.1(b)(iv) ) or as required by law, the vote, consent or approval of Unitholders holding a Required Interest shall constitute the act of the Unitholders.", "output": "one" } ]

[ { "input": "Between 0% and 200% (the “ Payout Range ”) of the Target Award is eligible to be earned contingent on achievement of the Performance Measures set forth on Appendix A to this Agreement during the period beginning on January 1, 2019 and ending on December 31, 2021 (the “ Performance Period ”) and other terms and conditions as set forth in Appendix A to this Agreement.", "output": "Between 0% and 200%" } ]

[ { "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": "To such HPT Party’s actual knowledge, neither such HPT Party nor any trustee, officer, agent, affiliate or person acting on behalf of any HPT Party is currently subject to any U.S. sanctions administered by OFAC provided , however , no representation is made with respect to any person, group, entity or nation that merely owns a publicly traded interest in HPT.", "output": "HPT Party’s" } ]

[ { "input": "The exercise price per share for the Stock covered by a Stock Option granted pursuant to this Section 5(a) shall be determined by the Administrator at the time of grant but shall not be less than 100 percent of the Fair Market Value on the date of grant.  In the case of an Incentive Stock Option that is granted to a Ten Percent Owner, the option price of such Incentive Stock Option shall be not less than 110 percent of the Fair Market Value on the grant date.", "output": "this Section 5(a)" } ]

[ { "input": "The terms of this Agreement shall be Confidential Information of each Party and, as such, shall be subject to the provisions of this Article 9 .", "output": "this Article 9" } ]

[ { "input": "Whenever used in the Plan, including Article I and this Article II, the following capitalized terms shall have the meanings set forth below (unless otherwise indicated by the context). Other capitalized terms where indicated shall have the meanings set forth in the Qualified Pension Plan.", "output": "Article I" } ]

[ { "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": "Section 422 of the Internal Revenue Code of 1986" } ]

[ { "input": "When the Executive’s employment with the Company terminates, the Executive agrees to notify any subsequent employer of the restrictive covenants sections contained in this Agreement. The Executive will also deliver a copy of such notice to the Company before the Executive commences employment with any subsequent employer. In addition, the Executive authorizes the Company to provide a copy of the restrictive covenants sections of this Agreement to third parties, including but not limited to, the Executive’s subsequent, anticipated, or possible future employer.", "output": "Company" } ]

[ { "input": "The Company covenants to maintain the registration of the Common Stock under Section 12(b) or 12(g) of the Exchange Act and to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to the Exchange Act, so long as the Purchaser owns any Securities.", "output": "Section 12(b) or" } ]

[ { "input": "All material Real Property owned and leased by the Borrower or any of its Restricted Subsidiaries as of the Effective Date, and the nature of the interest therein, is correctly set forth in Schedule 7.12.  Each of the Borrower and each of its Restricted Subsidiaries has good and marketable title to all material Real Property owned by it (except as sold or otherwise disposed of as permitted by the terms of this Agreement) and necessary in the ordinary conduct of its business, free and clear of all Liens, other than Permitted Liens.", "output": "7.12" } ]

[ { "input": "Employee and the Company shall, on request by the other from time to time after the date hereof, execute, acknowledge and deliver such other documents and instruments as may be required to give effect to the provisions of this Agreement, including in the case of Employee, a confirmatory release of the Released Claims as of the Resignation Date.", "output": "Employee" } ]

[ { "input": "Subject to Section 3.1(c) below, the Borrower shall pay accrued interest in arrears on the last day of each calendar month.  In addition, accrued and unpaid interest shall be payable on the maturity of the Notes, whether by acceleration or otherwise, and on the date of any prepayment (with respect to the amount prepaid).", "output": "the last day of each calendar month" } ]

[ { "input": "CLIENT will be entitled to a refund of the remaining Prefunding Available Balance ninety (90) days from the termination of CLIENT Card sales. CLIENT may also request withdrawals from the Prefunding Account up to the Prefunding Available Balance, and FiCentive agrees to transfer these funds to an account of CLIENT’s choosing within five (5) business days via the ACH network. CLIENT understands that CLIENT Funded Loads cannot be returned or withdrawn by CLIENT and will remain the property of the Cardholder after the termination of CLIENT Card sales or this Agreement, unless otherwise specified in the Cardholder Agreement.", "output": "CLIENT" } ]

[ { "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 COPR copies of any and all such bills or notices and , upon approval by COPR, shall cause COPR to pay such taxes and assessments, on behalf of COPR and at COPR's expense.  At the request of COPR and on COPR's behalf and expense, Manager is hereby authorized to contest any such taxes or charges, and to pursue any such contests diligently.", "output": "COPR" } ]

[ { "input": "As used in this Agreement, all addendums, exhibits and schedules hereto and in any note, certificate, report or other Loan Documents made or delivered pursuant to this Agreement, the following terms will have the meanings given such terms in this Article One unless otherwise provided in any such other document.", "output": "this Article One" } ]

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

[ { "input": "Each respective Placement Agent may, at its option and expense: (a) place advertisements in financial and other newspapers and journals (including electronic version) describing its services to Company, provided the Offering already has been consummated and publicly announced by Company; and (b) use Company’s corporate logo in such advertising or related promotional materials (including electronic versions) concerning the Placement Agent’s services to Company in connection with the Offering, provided that the Placement Agent shall first submit a copy of any such advertising or related promotional materials to Company for its prior approval, which approval shall not be unreasonably withheld or delayed.", "output": "Company" } ]

[ { "input": "This Agreement shall be deemed to have been executed and delivered within the State of California, and the rights and obligations of the parties hereunder shall be construed and enforced in accordance with, and governed by, the laws of the State of California without regard to principles of conflict of laws.", "output": "the State of California" } ]

[ { "input": "Purchaser shall honor all Bookings made prior to the Closing Date for any period on or after the Closing Date, and Purchaser shall honor all Gift Certificates and charitable donations issued prior to the Closing Date and redeemed on or after the Closing Date. After the expiration of the Due Diligence Period, Seller shall not issue any charitable donations without the prior express written consent of Purchaser, which consent may be withheld in Purchaser’s sole discretion.", "output": "Purchaser" } ]

[ { "input": "This Agreement embodies the complete agreement and understanding among the parties and supersedes and preempts any prior understandings, agreements, or representations by or among the parties, written or oral, which may have related to the subject matter hereof in any way. The Company and Executive agree that, except as set forth in Section 5(c) hereof, the Executive Severance Agreement is hereby terminated and is of no further force and effect.", "output": "the Executive Severance Agreement" } ]

[ { "input": "Buyer shall be responsible for and pay all federal, state or local sales, transfer, gross proceeds, use and similar taxes incident to or applicable to the Property it receives under this Agreement, or caused by the transfer of the Property to Buyer under this Agreement. If Seller is required to pay such sales, use or similar taxes on behalf of Buyer, Buyer will reimburse Seller at Closing for all sales and use taxes due and payable on the transfer of the Property to Buyer.", "output": "Buyer" } ]

[ { "input": "Subject to the provisions of the Plan and the terms of this Agreement, from the Date of Grant until the date the Awarded Shares are no longer subject to the lock-up provisions of Section 14 hereof (the “ Restriction Period ”), the Participant shall not be permitted to sell, transfer, pledge, hypothecate, margin, assign or otherwise encumber any of the Awarded Shares.  Except for these limitations, the Committee may in its sole discretion, remove any or all of the restrictions on such Awarded Shares whenever it may determine that, by reason of changes in Applicable Laws or changes in circumstances after the date of this Agreement, such action is appropriate.", "output": "Committee" } ]

[ { "input": "The obligations of the Lenders hereunder to make Term Loans and Revolving Loans, to fund participations in Letters of Credit and Swingline Loans, as applicable, and to make payments pursuant to Section 9.7 are several and not joint. The failure of any Lender to make any Loan, to fund any such participation or to make any payment under Section 9.7 on any date required hereunder shall not relieve any other Lender of its corresponding obligation (if any) to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan, to purchase its participation or to make its payment under Section 9.7.", "output": "Section 9.7" } ]

[ { "input": "If Recipient’s employment by the Company is terminated by the Company without Cause or by Recipient for Good Reason at any time prior to the end of the Performance Period, the PSUs shall be treated in accordance with Section 5.3 of the Employment Agreement. If a Release is not executed by Recipient in accordance with the Employment Agreement or any other applicable provision of the Employment Agreement is not complied with by Recipient, Recipient shall not be entitled to receive any Common Shares that would become vested in accordance with Section 5.3 of the Employment Agreement. For the purposes of this Agreement, “Cause” and “Good Reason” shall have the meanings set forth in Employment Agreement.", "output": "Section 5.3" } ]

[ { "input": "The assets and liabilities of the TCBS Plan as of the close of business on June 30, 2001 will be merged into this Plan and will be assets and liabilities of this Plan as of July 1, 2001.", "output": "July 1, 2001" } ]

[ { "input": "Lessor and Lessee are parties to that certain Purchase Agreement, dated of even date herewith, by and among Lessee, the Companies named therein, Lessor, and Celadon Group, Inc., as Parent (the “ Purchase Agreement ”), and that certain Lease Agreement of even date herewith between the parties hereto (the \" Underlying Lease ” and, together with the Purchase Agreement, the “ Prior Agreements ”).  Pursuant to the Prior Agreements, Lessor has control over the Rolling Stock (as defined below) and has licensed such Rolling Stock with the requisite state authorities.  By virtue of this Lease, the parties desire that Lessor lease such licensed Rolling Stock to Lessee.", "output": "Lessor" } ]

[ { "input": "A waiver by one Party to this Agreement of any provision of this Agreement or of any breach of this Agreement by any other Party to this Agreement shall not be effective unless in writing, and no waiver shall operate or be construed as a waiver of the same or any other provision or breach on any other or subsequent occasion.", "output": "one" } ]

[ { "input": "This Agreement will be construed and enforced under and in accordance with the laws of the State of  Maryland, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this provision to the substantive law of another jurisdiction.  The  parties agree that any appropriate state court located in Howard County, Maryland, will have jurisdiction of any case or controversy arising under or in connection with this Agreement and will be a proper forum in which to adjudicate such case or controversy.  The parties consent to the jurisdiction of such courts, subject to the requirement to arbitrate set forth in Section 15.", "output": "Howard County" } ]

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

[ { "input": "Neither Landlord nor Tenant shall record this Lease; provided, however, Landlord and Tenant agree to execute and mutually deliver and record, within 20 days after the Effective Date, a Memorandum of Lease in the form attached hereto as Exhibit G . The provisions of this Lease shall control, however, with regard to any omissions from, or provisions hereof which may conflict with, the Memorandum of Lease.", "output": "Tenant" } ]

[ { "input": "Each representation and warranty of IA contained in this Agreement (i) shall have been true and correct as of the date of this Agreement, and (ii) shall be true and correct on and as of the Closing Date with the same force and effect as if made on the Closing Date. Grom shall have received a certificate with respect to the foregoing signed on behalf of IA by an authorized officer of IA (\" IA Closing Certificate \").", "output": "IA" } ]

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

[ { "input": "The representations and warranties set forth in this Article III and elsewhere in this Agreement and the other Loan Documents shall (a) survive until the Debt has been paid in full and (b) be deemed to have been relied upon by Lender notwithstanding any investigation heretofore or hereafter made by Lender or on its behalf.", "output": "Lender" } ]

[ { "input": "Waiver by any Party of any default by the other Party of any provision of this Agreement shall not be deemed a waiver by the waiving Party of any subsequent or other default, nor shall it prejudice the rights of the waiving Party. No failure or delay by any Party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof, nor shall a single or partial exercise thereof prejudice any other or further exercise thereof or the exercise of any other right, power or privilege.", "output": "Party" } ]

[ { "input": "Upon request, Vendor shall furnish to HealthTrust and each Purchaser a copy of Vendor’s registration certificate and number within each taxing jurisdiction prior to collecting such sales or use taxes. If a Purchaser is tax-exempt, such Purchaser shall furnish Vendor with any documents necessary to demonstrate its tax-exempt status, and Vendor shall honor Purchaser’s tax-exempt status as appropriate under applicable state law. Vendor shall also provide to each Purchaser Vendor’s Federal Tax Identification number upon request.", "output": "Purchaser" } ]

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

[ { "input": "Wells Fargo Securities, LLC and SunTrust Robinson Humphrey, Inc. are “Joint Lead Arrangers” and “Joint Bookrunners” for this Amendment and Wells Fargo Bank, National Association is “Syndication Agent” for this Amendment. The Borrower and each Lender hereby agree that none of Wells Fargo Securities, LLC and SunTrust Robinson Humphrey, Inc., as Joint Lead Arrangers and Joint Bookrunners, and Wells Fargo Bank, National Association, as Syndication Agent, in each case in their capacities as such, shall have any duties or obligations hereunder or under any Loan Documents to the Borrower or to any Lender.", "output": "Wells Fargo Bank, National Association" } ]

[ { "input": "Through the date of this Fourth Amendment, and to Tenant’s and Guarantor’s knowledge, neither Tenant nor Guarantor has, nor claims, any offset, defense, claim, right of set-off or counterclaim against Landlord under, arising out of or in connection with this Fourth Amendment, the Master Lease, the Guaranty, or any of the other documents or agreements executed in connection therewith.  In addition, Tenant and Guarantor each covenant and agree with Landlord that if any offset, defense, claim, right of set-off or counterclaim exists of which Tenant or Guarantor has knowledge as of the date of this Fourth Amendment, Tenant hereby irrevocably and expressly waives the right to assert such matter.", "output": "Guarantor" } ]

[ { "input": "Without limiting Buyer’s remedies for Title Defects set forth in this Article  XIII , and except for the Special Warranty contained in the Assignment and Mineral Deed, and the representations and warranties set forth in Section  9.7 and Section  9.11 , Seller makes no warranty or representation, express, implied, statutory or otherwise, with respect to title to any of the Assets. Buyer acknowledges and agrees that Buyer’s sole remedy for any defect of title, including any Title Defect, with respect to any of the Assets (i) before Closing, shall be as set forth in Section  13.2 and (ii) after Closing, shall be pursuant to the Special Warranty contained in the Assignment and Mineral Deed, subject to the provisions of Section  13.1(c) .", "output": "Buyer" } ]

[ { "input": "Holder is an \"accredited investor\" within the meaning of Rule 501 of Regulation D of the Securities and Exchange Commission (the \" SEC \"), as presently in effect.", "output": "SEC" } ]

[ { "input": "THE VALIDITY, CONSTRUCTION AND ENFORCEABILITY OF THIS NOTE SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF MINNESOTA, WITHOUT GIVING EFFECT TO CONFLICT OF LAWS PRINCIPLES THEREOF, BUT GIVING EFFECT TO FEDERAL LAWS OF THE UNITED STATES APPLICABLE TO NATIONAL BANKS.", "output": "LAWS" } ]

[ { "input": "No Credit Party or any Subsidiary thereof is party to any collective bargaining agreement, nor has any labor union been recognized as the representative of its employees except as set forth on Schedule 7.12 . The Borrower knows of no pending or threatened strikes, work stoppage or other collective labor disputes involving its employees or those of its Subsidiaries that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.", "output": "No Credit Party" } ]

[ { "input": "The Committee may take any action upon a majority vote at any meeting at which all members are present, and may take any action without a meeting upon the unanimous written consent of all members. All action by the Committee shall be evidenced by a certificate signed by the chairperson or by the secretary to the Committee. The Committee shall appoint a secretary to the Committee who need not be a member of the Committee, and all acts and determinations of the Committee shall be recorded by the secretary, or under his supervision. All such records, together with such other documents as may be necessary for the administration of the Plan, shall be preserved in the custody of the secretary.", "output": "Committee" } ]

[ { "input": "Effective as of the date hereof, Guarantor is hereby released by the Beneficiaries from all of the obligations, duties, undertakings, agreements, covenants and indemnities of the Guarantor under the Guaranty, and the Guaranty is terminated and is of no further force or effect. Nothing in this Release shall modify, limit or release Guarantor from any of its obligations under (i) that certain Redemption Agreement, dated as of the date hereof, by and among Fund Member, Coach Legacy Yards LLC (“ Coach Legacy ”) and the Company, or (ii) that certain Amended and Restated Development Agreement, dated as of the date hereof, by and between Coach Legacy, Developer, and Guarantor.", "output": "Company" } ]

[ { "input": "In consideration of the rights granted by Licensor to Bayer under this Agreement, Bayer shall make to Licensor a one-time non-creditable, non-refundable upfront payment of US Dollars four million (USD 4,000,000). Bayer shall remit the monies due within thirty (30) days following the later of the Effective Date and receipt of an invoice.", "output": "Bayer" } ]

[ { "input": "Except as provided in clause (c) above, each request for a Swingline Advance shall be made pursuant to telephone notice to Swingline Lender given no later than 1:00 p.m. (Atlanta, Georgia time) (or such later time as accepted by Swingline Lender) on the date of the proposed Swingline Advance, promptly confirmed by a completed and executed Notice of Borrowing telecopied or facsimiled to Administrative Agent and Swingline Lender.  Swingline Lender will promptly make the Swingline Advance available to Borrower at Borrower’s account with Administrative Agent or as otherwise directed by Borrower with written notice to Administrative Agent.", "output": "Administrative Agent" } ]

[ { "input": "For all of the services rendered by Executive hereunder, the Company shall pay Executive a base salary (“ Base Salary ”), which shall be at the annual rate of Three Hundred Twenty Five Thousand Dollars ($325,000), payable in installments at such times as the Company customarily pays its other senior level executives. Executive’s Base Salary shall be reviewed annually for appropriate increases by the Board of Trustees of the Company (the “ Board ”) or the Compensation Committee of the Board (the “ Committee ”), pursuant to the Committee’s delegated authority, pursuant to the Board’s or the Committee’s, as applicable, normal performance review policies for senior level executives but shall not be decreased.", "output": "Committee" } ]

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

[ { "input": "This Agreement may be executed in two or more counterparts, all of   which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission or email attachment, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or email-attached signature page were an original thereof.", "output": "two" } ]

[ { "input": "In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement, and except as set forth in Section 4 , such amounts shall not be reduced whether or not the Executive obtains other employment.", "output": "Section 4" } ]

[ { "input": "As of the date hereof, Schedule 3.25 sets forth the account numbers and locations of all bank accounts and securities accounts of Borrower and its Subsidiaries.", "output": "Schedule 3.25" } ]

[ { "input": "Individual Borrower shall not cause or permit a sale, conveyance, mortgage, grant, bargain, encumbrance, pledge, assignment, grant of any options with respect to, or any other transfer or disposition (directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise and whether or not for consideration or of record) of a legal or beneficial interest in the Property or any part thereof, Individual Borrower or any Restricted Party, other than in accordance with the provisions of Article 7 of the Loan Agreement, without the prior written consent of Lender.", "output": "Article 7 of the Loan Agreement" } ]

[ { "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": "Landlord" } ]

[ { "input": "This Lease is intended to be a transfer of all of the economic benefits and burdens of owning the Carbon Plant Real Property from the Mill Owner to Ingevity (and the retention of the Carbon Plant Real Property by Ingevity for U.S. federal income Tax purposes); accordingly, Ingevity shall pay the Mill Owner for the lease of the Leased Premises an annual rental (the “Rent” ) in the amount of $1.00, which shall be paid in full for the entire Term in advance and shall be included in the Mill Owner’s invoice for, and shall be paid in accordance with the payment terms for, the payment for the Carbon Plant Services under the Services Agreement for the first calendar month after the Effective Date.", "output": "the Carbon Plant Real Property" } ]

[ { "input": "The Company hereby employs the Executive, and the Executive hereby accepts such employment, for an initial term commencing as of the Effective Date and continuing for a term of five years, through January 31, 2022 (the “ Termination Date ”) unless sooner terminated in accordance with the provisions of Section 5 hereof (the “ Initial Term ”), with such employment to continue for successive one-year periods in accordance with the terms of this Agreement (subject to termination as aforesaid) unless either Party notifies the other Party of non-renewal in writing prior to three months before the expiration of the initial term and each annual renewal, as applicable. (The period during which the Executive is employed hereunder being hereinafter referred to as the “ Term ”).", "output": "Section 5 hereof" } ]

[ { "input": "If the Employee's employment is terminated by either party as a result of the Employee's Disability, as determined under Section 6.3, in addition to the Benefits otherwise due the Employee, the Employer will, in accordance with normal payroll practice, continue to pay to the Employee his Salary for a period of twelve (12) months following the effective date of such termination.", "output": "Section 6.3" } ]

[ { "input": "The Executive shall receive a base salary (“Base Salary”) at an annualized rate of CAN$220,000. The Base Salary shall be payable in arrears in equal installments not less frequently than semi-monthly in accordance with the payroll practices of the Company, less such appropriate deductions as shall be required to be withheld by applicable law and regulations, or by written election of the Executive if agreed to by the Company.", "output": "Company" } ]

[ { "input": "This Agreement shall be governed by and construed in accordance with the laws of the State of California applicable to contracts to be executed, and entirely to be performed, in such State, and in any event without giving effect to any choice or conflict of law provisions of such State.", "output": "State" } ]

[ { "input": "Gender; Titles and Headings . The expenses of administering the Plan shall be borne by the Company and its Affiliates. Masculine pronouns and other words of masculine gender shall refer to both men and women. The titles and headings of the sections in the Plan are for convenience of reference only, and in the event of any conflict, the text of the Plan, rather than such titles or headings, shall control.", "output": "Plan" } ]

[ { "input": "Licensee agrees to make in France Clinical Trials on patients suffering from Spinal Muscle Atrophy and to retain “Association Institut De Myologie” (whose founders are the AFM-Téléthon and Genethon) as an investigative site to the extent it is regulatory possible. The clinical trial agreement shall be negotiated on commercially reasonable terms, directly by and between the “Association Institut De Myologie” and Licensee, and the parties shall execute such agreement before December 31th, 2019.", "output": "Association Institut De Myologie" } ]

[ { "input": "The failure of Company to insist in any one or more instances upon performance of any provision of this Agreement or to pursue its rights hereunder shall not be construed as a waiver of any such provisions or the relinquishment of any such rights.", "output": "Company" } ]

[ { "input": "This Agreement is subject to and shall be enforced in accordance with the laws of the State of California.", "output": "California" } ]

[ { "input": "EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, MPLS MAKES NO, AND EXPRESSLY DISCLAIMS ANY, WARRANTIES WHATSOEVER WITH RESPECT TO THE SERVICES, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; OR (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (c) WARRANTY OF TITLE; OR (d) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.", "output": "MPLS" } ]

[ { "input": "The Company agrees to pay the Executive a base salary (the “ Base Salary ”) at an annual rate of not less than $380,000, payable in accordance with the regular payroll practices of the Company, but not less frequently than monthly. The Executive’s Base Salary shall be subject to annual review by the Board (or a committee thereof).", "output": "monthly" } ]

[ { "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": "Holder" } ]

[ { "input": "Cause all financial statements referred to in Sections 9.7, 9.9, 9.10, 9.11, 9.12, and 9.13 as to which GAAP is applicable to be complete and correct in all material respects (subject, in the case of interim financial statements, to normal year-end audit adjustments) and to be prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein (except as disclosed therein and agreed to by such reporting accountants or officer, as applicable).", "output": "9.11" } ]

[ { "input": "A Participant shall not be entitled to receive any greater payment under Section  3.01 or 3.04 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, except to the extent such entitlement to receive a greater payment results in a Change in Law that occurs after the Participant acquired the applicable participation.", "output": "Section  3.01" } ]

[ { "input": "Until the date on which the Buyers shall have sold all of the Registrable Securities (the “ Reporting Period ”), the Company shall timely file all reports required to be filed with the SEC pursuant to the 1934 Act (reports filed in compliance with the time period specified in Rule 12b-25 promulgated under the 1934 Act shall be considered timely for this purpose), and the Company shall not terminate its status as an issuer required to file reports under the 1934 Act even if the 1934 Act or the rules and regulations thereunder would no longer require or otherwise permit such termination. The Company shall use reasonable best efforts to maintain its eligibility to register the Registrable Securities for resale by the Buyers on Form S-3.", "output": "the 1934 Act" } ]

[ { "input": "Except as otherwise determined by the Board, the Committee shall consist solely of one or more Directors appointed to the Committee from time to time by the Board.", "output": "Committee" } ]

[ { "input": "To the extent the terms of the Commitment are not incorporated in this Loan Agreement, the terms and conditions of the Commitment shall survive the execution of this Loan Agreement and shall continue to be the obligation of Borrower until the Loans are paid in full. Any discrepancy between the terms of the Commitment and the terms of the Loan Documents shall be construed in favor of the Loan Documents. Borrower agrees, from time to time, to execute and acknowledge such amendments or modifications as may reasonably be required to add, delete or modify provisions to this Loan Agreement in order to cause this Loan Agreement to conform to the terms of the Commitment.", "output": "the Loan Documents" } ]

[ { "input": "This Second Amendment shall be deemed incorporated into and made a part of the Credit Documents. Except as expressly set forth herein, all of the terms, conditions and agreements of the Credit Documents are ratified and confirmed. The Credit Documents and this Second Amendment shall be construed as integrated and complementary of each other, and as augmenting and not restricting Lender’s rights, remedies and security. If, after applying the foregoing, an inconsistency still exists, the provisions of this Second Amendment shall control.", "output": "The Credit Documents" } ]

[ { "input": "The Conforming Borrowing Base and Non-Conforming Borrowing Base shall be maintained at $410,000,000 and $30,000,000, respectively, and shall remain at $440,000,000 in the aggregate until the next Scheduled Redetermination, Interim Redetermination or other redetermination or adjustment of the Borrowing Base thereafter, whichever occurs first pursuant to this Third Amendment or the Credit Agreement as amended hereby. The Loan Parties, the Administrative Agent and the Lenders agree that the redetermination of the Borrowing Base provided for in this Section  5 shall be considered to be the Scheduled Redetermination required to occur on May 1, 2017 for purposes of Section  2.07 of the Credit Agreement.", "output": "the Credit Agreement" } ]

[ { "input": "Each Indemnifying Party shall reimburse the Indemnitee for all reasonable out-of-pocket expenses (including legal, consulting and accounting fees) in the course of proceedings described in Section 6.01 to the extent those expenses are reasonably attributable to the Indemnifying Party or any of its Affiliates, or to any matter for which the Indemnifying Party is required to indemnify under Article IV or which would result in an additional payment obligation of the Indemnifying Party under Article II.", "output": "Indemnitee" } ]

[ { "input": "This Agreement constitutes the entire understanding and agreement between the parties hereto with regard to the compensation and benefits payable to the Executive in the circumstances described herein, superseding all prior understandings and agreements, whether oral or written, including the Prior Agreement but excluding the Restrictive Covenant Agreement.", "output": "Executive" } ]

[ { "input": "All notices and other communications provided for herein shall be (i) in writing, (ii) delivered and deemed received in accordance with the procedures set forth in Section 12.5 [Notices; Effectiveness; Electronic Communications] of the Credit Agreement and (iii) addressed to the parties at the address, facsimile number or email address provided therein.", "output": "Section 12.5 [Notices; Effectiveness" } ]

[ { "input": "Such Buyer understands that no United States federal or state agency, or similar agency of any other country, has reviewed, approved, passed upon, or made any recommendation or endorsement of the Company or the purchase of the Securities or the fairness or suitability of the investment in the Securities nor have such authorities passed upon or endorsed the merits of the offering of the Securities.", "output": "United States" } ]

[ { "input": "Borrower is the type of legal entity set forth in the first paragraph of this Loan Agreement for Borrower, duly organized and existing and in good standing under the laws of the State of its formation reflected in the first paragraph of this Loan Agreement, and qualified or licensed to do business in all states in which the laws thereof require Borrower to be so qualified or licensed except where the failure to qualify would not have a Material Adverse Effect.", "output": "first" } ]

[ { "input": "As of the date hereof, the principal place of business of the Borrower and Guarantors is 1212 New York Avenue, N.W., Suite 900, Washington, DC 20005.", "output": "20005" } ]

[ { "input": "Any notice required or permitted under the terms of this Agreement shall be in writing and shall be deemed sufficient when delivered personally or sent by confirmed email, telegram, or fax or forty-eight (48) hours after being deposited in the U.S. mail, as certified or registered mail, with postage prepaid, and addressed to the Company at the Company’s principal corporate offices or to you at the address maintained for you in the Company’s records or, in either case, as subsequently modified by written notice to the other party.", "output": "U.S." } ]

[ { "input": "Nothing in this Agreement shall be construed as (i) a representation or warranty by Enzo as the scope, validity, or enforceability of any patent; (ii) a representation or warranty that the manufacture, use, or sale of any products will not utilize or infringe any intellectual property rights; and (iii) any obligation by Enzo to pay annuities or otherwise maintain any patents in force in any country.", "output": "Enzo" } ]

[ { "input": "If Participant has received the Award Agreement or any other document related to the Restricted Stock Units or the Plan 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": "All statements, representations, warranties, covenants and agreements in this letter will be binding on the parties hereto and will inure to the benefit of the respective successors and permitted assigns of each party hereto. Nothing in this letter will be construed to create any rights or obligations except between the Company and you, and no person or entity other than the Company will be regarded as a third party beneficiary of this letter.", "output": "third" } ]

[ { "input": "This Agreement shall terminate immediately upon the death of Executive and Executive’s estate or Executive’s legal representative, as the case may be, shall be entitled to Executive’s accrued and unpaid Salary and vacation as of the date of Executive’s death, plus all other compensation and benefits that were vested through the date of Executive’s death.", "output": "Executive" } ]

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

[ { "input": "Until a PSU, RSU or DER becomes vested the PSU, RSU or DER may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated, except by will or the laws of descent and distribution. However, as described in Section 8(a), the Participant may designate a beneficiary to receive any Shares to be settled after the Participant dies.", "output": "Section 8(a)" } ]

[ { "input": "A loan or note, held by the Borrower or a Subsidiary of the Borrower, secured by a first mortgage on a Self-Storage Property including land properly zoned for the construction of a Self-Storage Property, plans for which are sufficiently complete such that construction is expected to begin within six (6) months. For the avoidance of doubt, this includes the loans categorized as “Development Property Investments”, “Construction Loan Investments”, and “Operating Property Loans” in the REIT’s form 10-Q dated March 31, 2017.", "output": "March 31, 2017" } ]

[ { "input": "Keep (and cause each Originator to keep) its location (as such term is defined in the applicable UCC), and the office where it keeps its records concerning or related to Receivables, at the address(es) referred to in the Purchase and Sale Agreement, in the case of the Originators and in  Schedule I or Schedule II , respectively, in the case of the Transferor or at such other locations in jurisdictions where all action required by Section 7.3 shall have been taken and completed; provided that the Transferor shall promptly (and in any event prior to the date that is 30 days after any such change in location) give (or shall cause the relevant Originator to give) to the Company and the Administrator (as the assignee of the Company) written notice of any such change in location.", "output": "the Purchase and Sale Agreement" } ]