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scholarly360

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contracts-extraction-instruction-llm-experiments

like 7

[ { "input": "The obligations of the Lenders hereunder to make Term Loans and Revolving Loans, to fund participations in Letters of Credit, Bankers’ Acceptances and Swing Line Loans, as applicable, and to make payments pursuant to Section 10.04(c) 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 10.04(c) on any date required hereunder shall not relieve any other Lender of its corresponding obligation 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 10.04(c) .", "output": "Section 10.04(c)" } ]

[ { "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": "one year" } ]

[ { "input": "No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed, in the case of an amendment, by the Company and each of the Purchasers, in the case of a waiver, by the party against whom enforcement of any such waiver is sought.  No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder in any manner impair the exercise of any such right.", "output": "Company" } ]

[ { "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": "To the extent required to comply with Code Section 409A, any payment or benefit required to be paid under this Agreement on account of termination of the Employee’s service (or any other similar term) shall be made only in connection with a \"separation from service\" with respect to the Employee within the meaning of Code Section 409A.", "output": "Code Section 409A." } ]

[ { "input": "The Participant acknowledges that damages resulting from the breach of the provisions of this Agreement may be difficult to calculate. In the event of a breach or threatened breach by the Participant of this Agreement, the Company shall be entitled to apply to any court of competent jurisdiction for any injunction against such breach, actual or threatened. Notwithstanding the foregoing, the Company shall at all times retain its right to recover from the Participant, or any other person or entity that may be held liable, its damages resulting from such breach.", "output": "Company" } ]

[ { "input": "If Company fails to deliver Conversion Shares in accordance with the timeframe stated in Section 10, Holder may at any time prior to receiving the applicable Conversion Shares rescind in whole or in part such Conversion, with a corresponding increase to the Outstanding Balance (any returned amount will tack back to the Effective Date for purposes of determining the holding period under Rule 144).", "output": "Section 10" } ]

[ { "input": "Employee is expected to establish a permanent residence in any of the Greenwich, Connecticut or Charlotte, North Carolina metropolitan areas or such other location as the Company shall reasonably determine no later than September 1, 2019 (it being understood that your primary place of employment will either be Greenwich, Connecticut or Charlotte, North Carolina as of the Start Date). In connection with such relocation, the Company will provide benefits pursuant to its relocation benefit policies for senior executives, a summary of which has been made available to Employee.", "output": "North Carolina" } ]

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

[ { "input": "Subject to Section  8.4 , (i) immediately upon the occurrence and during the continuance of an Event of Default under Section  8.1(A) , 8.1(B) , 8.1(I) or 8.1(J) or (ii) at the election of the Required Lenders upon the occurrence and during the continuance of any other Event of Default, the Borrower shall pay interest on the aggregate outstanding principal amount of the Term Loans and any other Obligations at the Default Rate, such interest being due and payable on demand. Interest continues to accrue on the Obligations after the filing by or against the Borrower of any petition seeking any relief in bankruptcy or under any Debtor Relief Law.", "output": "any Debtor Relief Law" } ]

[ { "input": "Heska will pay Executive an annual salary of $230,000 as compensation for Executive’s services (the “ Base Salary ”). The Base Salary will be paid periodically in accordance with Heska’s normal payroll practices and will be subject to the usual, required withholdings and deductions. Executive’s salary will be subject to review, and adjustments will be made at the sole discretion of the Compensation Committee of the Board (the “ Committee ”) and based upon Heska’s standard practices.", "output": "Executive" } ]

[ { "input": "Jazz Pharmaceuticals is committed to integrity and the pursuit of excellence in all we do.  We fulfill these commitments while upholding a high level of ethical conduct.  The Code of Conduct is one element of Jazz Pharmaceuticals’ efforts to ensure lawful and ethical conduct by the company and its subsidiaries and their employees, officers and directors.  It is a condition of employment that you read, agree to and sign Jazz Pharmaceuticals’ Code of Conduct in the first week of employment.  If you have questions about the Code of Conduct, please let Human Resources know and we will ensure that you receive answers to your inquiries as quickly as possible.", "output": "Jazz Pharmaceuticals" } ]

[ { "input": "Holdings shall, and shall cause each of its Restricted Subsidiaries to, satisfy the requirements set forth on Schedule 10.1.13 on or before the date thereon specified for such requirement, in each case as such date may be extended by Agent in its sole discretion, so long as Holdings is working diligently in good faith to complete, or cause its Restricted Subsidiaries to complete, the applicable requirement as determined by Agent in its sole discretion.", "output": "Agent" } ]

[ { "input": "This Agreement may be executed in counterparts which, when read together, shall constitute a single instrument, and this has the same effect as if the signatures on the counterparts were on a single copy hereof. Delivery of signature pages via e-mail PDF shall constitute original signatures for purposes of this Agreement. A composite copy of this Agreement may be compiled comprising a single copy of the text of this Agreement and one or more copies of the signature pages containing collectively the signatures of all Parties.", "output": "one" } ]

[ { "input": "This Agreement may be executed in two or more counterparts, each of which will be considered one and the same agreement and will become effective when counterparts have been signed by each of the Parties and delivered to the other Party (including by means of electronic delivery or facsimile).", "output": "Party" } ]

[ { "input": "Permit on a Pro Forma Basis the ratio of (i) Total Indebtedness that is Unsecured Indebtedness minus Unrestricted Cash in excess of $40,000,000 to (ii) Unencumbered Pool Value to exceed 60% at any time on or after March 31, 2016. Such maximum ratio may be increased at the election of the Borrower to 65% for any fiscal quarter in which a Consolidated Party or an Unconsolidated Affiliate completes a Material Acquisition and for up to the next two subsequent consecutive fiscal quarters; provided that such maximum ratio may not be increased for more than four fiscal quarters (whether or not consecutive) during the term of this Agreement.", "output": "March 31, 2016" } ]

[ { "input": "By its execution hereof, each Subsidiary Guarantor hereby expressly (a) acknowledges that the covenants, representations and warranties and other obligations set forth in the Credit Agreement and the other Loan Documents to which it is a party remain in full force and effect; (b) affirms that each of the Liens and security interests granted in or pursuant to the Loan Documents are valid and subsisting and (c) agrees that this Agreement shall in no manner impair or otherwise adversely affect any of the Liens and security interests granted in or pursuant to the Loan Documents.", "output": "Liens" } ]

[ { "input": "Upon receiving written permission from the Board or its duly authorized designee, you may, by delivering written notice to the Company, in a form approved by the Company and any broker designated by the Company to handle option exercises, designate a third party who, upon your death, will thereafter be entitled to exercise this Option and receive the Common Stock or other consideration resulting from such exercise. In the absence of such a designation, upon your death, the executor or administrator of your estate will be entitled to exercise this Option and receive, on behalf of your estate, the Common Stock or other consideration resulting from such exercise.", "output": "Company" } ]

[ { "input": "During the Employment Period, if requested by Executive during the Employment Period, Employer shall include Executive, his or her spouse and his or her dependents in any group medical, dental and hospital or similar plan of Employer in existence for senior executives from time to time until Executive and his spouse attain the age of 65. Employer will purchase individual medical, dental and hospital insurance for Executive, his or her spouse and his dependents if group coverage is not in existence or is unavailable.", "output": "the Employment Period" } ]

[ { "input": "This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.  Delivery by facsimile or other electronic means of an executed counterpart of a signature page to this Amendment shall be effective as delivery of an original executed counterpart of this Amendment.", "output": "one" } ]

[ { "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": "440,000,000" } ]

[ { "input": "KindredBio or its designee may inspect Corden reports and records relating to this Agreement during normal business hours and with reasonable advance notice of at least seven (7) Business Days, but a Corden representative must be present during the inspection. In addition, as more fully set forth in Section 4.2, KindredBio will have the right to allow an independent Third Party auditor to review the information supporting the price adjustments made under Sections 4.2, 4.3 and 5.1.", "output": "at least seven (7) Business Days" } ]

[ { "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": "1212" } ]

[ { "input": "In accordance with the ratio set forth in Section 1.1 of the Lease (i.e. three (3) parking privileges for each 1,000 square feet of rentable floor area leased by Tenant): (a) as of the Corridor Space Commencement Date, the number of Parking Privileges Tenant is entitled to use at the Complex shall be 628 parking spaces, (b) as of the Seventh Amendment Phase I Additional Premises Commencement Date, the Number of Parking Privileges Tenant is entitled to use at the Complex shall be 662 parking spaces, and (c) of the Seventh Amendment Phase II Additional Premises Commencement Date, the Number of Parking Privileges Tenant is entitled to use at the Complex shall be 713 parking spaces, all subject to increase or decrease in accordance with the terms of Section 2.2.1 of the Lease (as amended).", "output": "three" } ]

[ { "input": "During Executive’s Company Employment and for two (2) years following the termination of such employment for any reason, Executive (i) will not criticize or disparage the Company or its directors, officers, employees or products, and (ii) will fully cooperate with Company in all investigations, potential litigation or litigation in which Company is involved or may become involved with respect to matters that relate to Executive’s Company Employment (other than any such investigations, potential litigation or litigation between Company and Executive); provided, that with regard to Executive’s duties under clause (ii), Executive shall be reimbursed for reasonable travel and out-of-pocket expenses related thereto, but shall otherwise not be entitled to any additional compensation.", "output": "Company" } ]

[ { "input": "Unless otherwise expressly agreed by the relevant Issuing Lender and the Borrower when a Letter of Credit is issued, (i) the rules of the ISP 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": "All fees, expenses and other amounts incurred by the Purchaser in connection with this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby, including reimbursement or payment of all out-of-pocket expenses and reasonable attorneys’ fees, shall be paid, by the Company at or prior to the Closing. The Company shall pay at or prior to the Closing the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by the Company incident to the negotiation, preparation, execution, delivery and performance of this Agreement.", "output": "Company" } ]

[ { "input": "Capitalized terms used but not defined in this Agreement are defined in Appendix A to the Sale and Servicing Agreement, dated as of January 1, 2017, among Ford Credit Auto Owner Trust 2017-A, as Issuer, Ford Credit Auto Receivables Two LLC, as Depositor, and Ford Motor Credit Company LLC, as Servicer.  Appendix A also contains usage rules that apply to this Agreement.  Appendix A is incorporated by reference into this Agreement.  References to the “ UCC ” mean the Uniform Commercial Code as in effect in the State of New York.", "output": "January 1, 2017" } ]

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

[ { "input": "Subject to the terms and conditions hereof, the Company agrees to sell, and Purchaser agrees to purchase Twelve Thousand Three Hundred Ninety Five (12,395) shares (the “ Shares ”) of the Company’s common stock, $0.0001 par value per share (the “ Common Stock ”), at a purchase price of $3.60 per Share for an aggregate purchase price of $44,621 (the “ Purchase Price ”). The Purchase Price shall be paid by the conversion of a dividend payable in the amount of $44,621 on the Company’s Series B-1 Convertible Preferred Stock (the “ Series B -1 Preferred ”) presently due and payable to the Purchaser. Within a reasonable time following the date hereof, the Company shall deliver to Purchaser, a certificate evidencing the Shares.", "output": "Twelve Thousand" } ]

[ { "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": "SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT AMONG ALCOA CORPORATION, ALCOA NEDERLAND HOLDING B.V., THE LENDERS AND ISSUERS PARTY THERETO AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT Name of Institution: Citibank, N.A.", "output": "JPMORGAN CHASE BANK" } ]

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

[ { "input": "On the Amendment Date, Borrowers shall pay to Agent, for the Pro Rata benefit of U.S. Lenders, an amendment fee of $187,500.", "output": "U.S." } ]

[ { "input": "The guarantee contained in this Section 1 shall continue to be effective, or be reinstated, as the case may be, if at any time payment, or any part thereof, of any of the Company Obligations is rescinded or must otherwise be restored or returned by the Collateral Agent or any Noteholder upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Company or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, the Company or any Guarantor or any substantial part of its property, or otherwise, all as though such payments had not been made.", "output": "this Section 1" } ]

[ { "input": "Tenant's First Right, which was scheduled to automatically terminate as of July 31, 2019 pursuant to Section 8 of the Fourth Amendment, is reinstated for the Extended Term, subject to the terms and conditions as stated in Section 8 of the Fourth Amendment, and shall now automatically terminate on the earlier of either the last day of the Extended Term (July 31, 2017) or Lease termination.", "output": "Section 8 of the Fourth Amendment" } ]

[ { "input": "The closing of the transactions described in this Agreement (the “ Closing ”) shall occur on the date that is thirty-five (35) days from the end of the Due Diligence Period (the “ Closing Date ”). Notwithstanding the foregoing provision, the Closing Date may be extended by Sellers pursuant to the terms set forth in Sections 4.2.1 , 7.2 , or otherwise in this Agreement.", "output": "thirty-five (35) days" } ]

[ { "input": "Each PARTY agrees that before filing any action or initiating arbitration for breach of this AGREEMENT such PARTY must provide the breaching PARTY with written notice of the breach in accordance with Section 15 above and a minimum of 30 days to cure the breach if such breach is curable. The cure of a breach does not eliminate or reduce a breach PARTY’s liable for damages.", "output": "PARTY" } ]

[ { "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": "sixty (60) days" } ]

[ { "input": "To Borrower's knowledge, no statement of fact heretofore delivered by Sponsor or any Required SPE to Lender in writing in respect of the Property or any Required SPE contains any untrue statement of a material fact or omits to state any material fact necessary to make statements contained therein not misleading. There is no fact, event or circumstance presently known to Borrower or Approved Music Venue Manager that has not been disclosed to Lender that has had or could reasonably be expected to result in a Material Adverse Effect.", "output": "Approved Music Venue Manager" } ]

[ { "input": "Within 60 days after the Second Amendment Effective Date (or such longer period as agreed to by the Administrative Agent in its sole discretion), the Loan Parties shall deliver to the Administrative Agent a Mortgage modification or a new Mortgage with respect to each Mortgaged Property and the related documents, agreements and instruments (including legal opinions) set forth in Sections 6.12(a)(iii) and 6.12(a)(iv) , of the Amended Credit Agreement.", "output": "Sections 6.12(a)(iii)" } ]

[ { "input": "The Company shall not be liable under this Agreement to make any payment in connection with any Claim made against Indemnitee to the extent Indemnitee has otherwise actually received payment (under any insurance policy, Certificate of Incorporation or Bylaws provision or otherwise) of the amounts otherwise indemnifiable hereunder.", "output": "Indemnitee" } ]

[ { "input": "At the Closing, the Company and the Purchaser shall execute and deliver the Voting and Standstill Agreement in the form attached hereto as Appendix IV (the “ Voting and Standstill Agreement ”).", "output": "the Voting and Standstill Agreement" } ]

[ { "input": "The Common Stock is registered pursuant to Section 12(b) of the Exchange Act, and the Company has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration of the Common Stock pursuant to the Exchange Act nor has the Company received any notification that the SEC is currently contemplating terminating such registration. The Company has not, in the twelve (12) months preceding the date hereof, received any notice from the Principal Market to the effect that the Company is not in compliance with the listing or maintenance requirements of the Principal Market. The Company is in compliance with all such listing and maintenance requirements.", "output": "the Exchange Act" } ]

[ { "input": "The Services will be provided under this Agreement through AT&T, to AT&T’s operating Affiliates. In connection therewith (a) AT&T shall be the sole point of contact for all communications with, and the flow of information and materials from and to Synacor under this Agreement, (b) except as expressly set forth in Article XVIII and Section 21.20 , Synacor shall have no liability under this Agreement to any AT&T Affiliate. Synacor may perform its obligations under this Agreement through its Affiliates and, subject to Section 7.7 , Synacor Agents. Each Party will be responsible and liable for any act or omission of such Party’s Affiliates and Agents to the same extent that such Party would be responsible and liable for its own acts or omissions under this Agreement.", "output": "Section 21.20" } ]

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

[ { "input": "The Administrative Agent shall have received a reasonably satisfactory pay-off letter with respect to the Indebtedness under the AROC Credit Agreement, confirming that all Liens upon any of the property of the Additional Loan Parties constituting Collateral will be terminated substantially simultaneously with such payment; provided that the foregoing shall not be construed to require the termination of any of the Parent Facility Continuing Letters of Credit (as defined in the Additional Amendments Credit Agreement).", "output": "the Additional Amendments Credit Agreement" } ]

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

[ { "input": "The Administrative Agent, the Lender Agents and the Lenders hereby appoint Citibank, in its capacity as Collateral Agent hereunder, as their agent for the purposes of perfection of a security interest in the Collateral Portfolio. Citibank, in its capacity as Collateral Agent hereunder, hereby accepts such appointment and agrees to perform the duties set forth in Section 11.02(b) .", "output": "Citibank" } ]

[ { "input": "No Credit Party nor any of their respective Subsidiaries or assets is entitled to immunity from suit, execution, attachment or other legal process and in any proceedings in relation to the Loan Documents to which it is a party and no Credit Party nor any of their respective Subsidiaries will be entitled to claim immunity for itself or any of its assets arising from suit, execution or other legal process.", "output": "No Credit Party" } ]

[ { "input": "The Borrower shall have paid to the Administrative Agent (a) an extension fee of $375,000 for the benefit of the Lenders based on each Lender’s respective pro rata share of the Revolving Credit Commitments and (b) all other fees and expenses required to be paid by the Borrower under Section 12.03 of the Credit Agreement (other than fees of counsel to the Administrative Agent).", "output": "Section 12.03 of the Credit Agreement" } ]

[ { "input": "As soon as practicable after any payment of Indemnified Taxes or Other Taxes by any Borrower to a Governmental Authority, the Loan Party shall deliver to the Administrative Agent for its own account or for the account of the relevant Lender, as the case may be, the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.", "output": "the Loan Party" } ]

[ { "input": "Amend, modify or otherwise alter (a) any of its Organization Documents in any manner that would conflict with its obligations under the Loan Documents or (b) the instrument or agreement governing any Indebtedness that is subordinated to the Obligations if such amendment, modification or alteration is in violation of the Customary Intercreditor Agreement entered into with respect thereto.", "output": "the Customary Intercreditor Agreement" } ]

[ { "input": "Within sixty (60) days after the receipt by Administrative Agent of the audited financial statements pursuant to Section 5.01(a) for the then most recently ended Fiscal Year of Holdings or on such other date as Administrative Agent and Parent Borrower may agree, at the request of Administrative Agent or of the Required Revolving Lenders and upon reasonable prior notice, (a)  at the request of Revolving Agent or of the Required Revolving Lenders, Borrowers will hold one meeting (at a mutually agreeable location and time or, at the option of Administrative Agent, by conference call) with all Revolving Lenders who choose to attend such meeting.", "output": "Section 5.01(a)" } ]

[ { "input": "All notices under this Note shall be given as set forth in the Purchase Agreement.", "output": "the Purchase Agreement" } ]

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

[ { "input": "The Common Stock is registered pursuant to Section 12(b) of the Exchange Act, and the Company has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration of the Common Stock pursuant to the Exchange Act nor has the Company received any notification that the SEC is currently contemplating terminating such registration. The Company has not, in the twelve (12) months preceding the date hereof, received any notice from the Principal Market to the effect that the Company is not in compliance with the listing or maintenance requirements of the Principal Market. The Company is in compliance with all such listing and maintenance requirements.", "output": "SEC" } ]

[ { "input": "The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Requirement of Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.", "output": "Requirement of Law" } ]

[ { "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": "Section 8.1" } ]

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

[ { "input": "This Agreement is solely for the benefit of the Parties and does not confer on third parties (including any employees of any member of the Seller Group or the Acquiror Group) any remedy, claim, reimbursement, claim of action or other right in addition to those existing without reference to this Agreement; provided , however , that this Section 10.07 does not limit any rights of Seller to enforce specifically the performance of the terms and provisions of Article V .", "output": "third" } ]

[ { "input": "No injunction, writ, restraining order or other order of any nature adversely affects the Service’s performance of its obligations under this Agreement or any Transaction Document to which the Servicer is a party.", "output": "Servicer" } ]

[ { "input": "Seller agrees to pay to Purchaser all fees and out of pocket expenses incurred by Purchaser in connection with this Amendment, including all reasonable fees and out of pocket costs and expenses of the legal counsel to Purchaser incurred in connection with this Amendment, in accordance with Section 23 of the Repurchase Agreement. As a condition precedent to the effectiveness of this Amendment, Seller shall pay to Purchaser the Amendment Fee as defined in Amendment Number Four to the Master Repurchase Agreement Pricing Side Letter dated as of May 3, 2017.", "output": "Seller" } ]

[ { "input": "No Borrower or Subsidiary is engaged, principally or as one of its important activities, in the business of extending credit for the purpose of purchasing or carrying any Margin Stock. No Loan proceeds or Letters of Credit will be used by Borrowers to purchase or carry, or to reduce or refinance any Debt incurred to purchase or carry, any Margin Stock or for any related purpose governed by Regulations T, U or X of the Board of Governors, except to the extent in compliance with Regulations T, U or X of the Board of Governors.", "output": "the Board of Governors" } ]

[ { "input": "No Credit Party will directly or indirectly publish, disclose or otherwise use in any public disclosure, advertising material, promotional material, press release or interview, any reference to the name, logo or any trademark of MCF or any of its Affiliates or any reference to this Agreement or the financing evidenced hereby, in any case except (i) as may be required in order to comply with the rules and regulations of filings made with the Securities and Exchange Commission, (ii) as required by Law, subpoena or judicial or similar order, in which case the applicable Credit Party shall give Agent prior written notice of such publication or other disclosure, or (iii) with MCF’s prior written consent.", "output": "MCF" } ]

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

[ { "input": "Executive shall receive a signing bonus in the amount of $150,000.00 within three (3) days after the Execution Date.", "output": "three (3) days" } ]

[ { "input": "You will be eligible for all Company adopted benefits, under the terms and condition s of such benefit plans.  Your coverage for medical, dental, and vision benefits will become effective on the first of the month following your first thirty (30) days of employment.", "output": "the first of the month" } ]

[ { "input": "If during the term of his employment under this Agreement, the Executive is terminated by the Company without Cause (which includes the Company’s election not to extend the term of this Agreement in accordance with Section 1.1(b)) or resigns from the Company for Good Reason, all obligations of the Company under Sections 1 and 2, except as set forth herein, will immediately cease as of the Executive’s Termination Date. In connection with this resignation or termination, the Executive is entitled to and shall receive the benefits set forth in this Section 5 below, subject to the requirements of Section 5.4.", "output": "Section 5.4" } ]

[ { "input": "This Performance Undertaking shall survive the insolvency of each Originator and the commencement of any case or proceeding by or against either Originator under the federal bankruptcy code or other federal, state or other applicable bankruptcy, insolvency or reorganization statutes. No automatic stay under the Federal Bankruptcy Code with respect to either Originator or other federal, state or other applicable bankruptcy, insolvency or reorganization statutes to which either Originator is subject shall postpone the obligations of the Performance Guarantor under this Undertaking.", "output": "the Federal Bankruptcy Code" } ]

[ { "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": "Company" } ]

[ { "input": "Such Credit Party is not an “investment company” registered or required to be registered under the Investment Company Act of 1940, as amended (the “ Investment Company Act ”), and is not controlled by such a company, nor is otherwise subject to regulation under the Investment Company Act.", "output": "the Investment Company Act" } ]

[ { "input": "Licensee may elect to discontinue paying for the filing, prosecution, and/or maintenance of any patent or patent application within the Licensed Patents by providing Children’s with **** prior written notice of such election in which event Licensee shall not be responsible for any such payments after ****.  In the event that Licensee does not provide such notice, Licensee shall remain responsible for the documented costs and expenses incurred by Children’s.", "output": "Children’s" } ]

[ { "input": "A certificate of a Lender or an L/C Issuer setting forth the amount or amounts necessary to compensate such Lender or such L/C Issuer or its holding company, as the case may be, as specified in subsection (a), (b) or (f) of this Section and delivered to PRA shall be conclusive absent manifest error. The applicable Borrower shall pay such Lender or such L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.", "output": "10 days" } ]

[ { "input": "Executive’s base salary shall be $285,000 per year, which amount may be reviewed and increased from time to time at the discretion of the Board or any committee of the Board duly authorized to take such action. Executive’s base salary shall be payable in accordance with the Company’s standard payroll practices and policies for executives and shall be subject to such withholdings as are required by law or as are otherwise permissible under such practices or policies.", "output": "Executive" } ]

[ { "input": "You will be eligible for all Company adopted benefits, under the terms and condition s of such benefit plans.  Your coverage for medical, dental, and vision benefits will become effective on the first of the month following your first thirty (30) days of employment.", "output": "thirty (30) days" } ]

[ { "input": "The Company shall not, directly or indirectly, incur or guarantee, assume or suffer to exist any Indebtedness (other than (i) the Indebtedness evidenced by the Notes and (ii) Permitted Indebtedness).", "output": "ii" } ]

[ { "input": "Except as otherwise required by law, from and after the date hereof, each of the Executive and the Company hereby covenants and agrees that he or it shall not, directly or indirectly, in any manner, disparage, demean or defame the Company or its affiliates, employees, officers or directors, on the one hand, or the Executive, on the other hand.", "output": "Company" } ]

[ { "input": "The Administrative Agent, each Lender and their affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of Altria. Altria agrees that nothing in this Agreement will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between the Lenders and Altria, its stockholders or its affiliates. Altria further acknowledges and agrees that it is responsible for making its own independent judgment with respect to this Agreement and the process leading thereto. Altria agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to Altria, in connection with this Agreement or the process leading thereto.", "output": "Altria" } ]

[ { "input": "Acer and Key Employee understand and expressly agree that this Agreement shall bind and benefit the heirs, partners, successors, employees, directors, stockholders, officers, attorneys, affiliates, predecessors, representatives and assigns of Acer and Key Employee.", "output": "Key Employee" } ]

[ { "input": "To the full extent permitted by law, (i) no member of the Board, the Committee or any person to whom the Committee delegates authority under the Plan shall be liable for any action or determination taken or made in good faith with respect to the Plan or any Award made under the Plan, and (ii) the members of the Board, the Committee and each person to whom the Committee delegates authority under the Plan shall be entitled to indemnification by the Company with regard to such actions and determinations.  The provisions of this paragraph shall be in addition to such other rights of indemnification as a member of the Board, the Committee or any other person may have by virtue of such person’s position with the Company.", "output": "Committee" } ]

[ { "input": "Any signs, notices, logos, pictures, names or advertisements which are installed, are visible from the exterior of the Premises, and that have not been separately approved by Landlord may be removed without notice by Landlord at the sole expense of Tenant. Tenant may not install any signs on the exterior or roof of the Project or the Common Areas. Any signs, window coverings, or blinds (even if the same are located behind the Landlord-approved window coverings for the Building), or other items visible from the exterior of the Premises or Building, shall be subject to the prior approval of Landlord, in its sole discretion.", "output": "Building" } ]

[ { "input": "(a) Except with respect to the Specified Assets, and to the extent described in Section 4.3, each Grantor shall take all actions as described in Section 7.3 of the Collateral Agency Agreement. In furtherance of the foregoing, within 90 days after the end of each fiscal year of Parent, Parent shall deliver to the Collateral Agent a certificate of an Officer (as defined in the Indenture and including any similar term in any other Priority Lien Document) of Parent attaching a supplement to the Schedules hereto reflecting any changes to the Schedules hereto during such fiscal year or confirming that there has been no change in such information since the date of this Agreement or latest supplement of the Schedules hereto.", "output": "Parent" } ]

[ { "input": "Set forth in Part B of Schedule  3.16 of the Disclosure Supplement is a complete and correct list of all Investments (other than Investments disclosed in said Part A of Schedule  3.16 and other than Investments of the types referred to in clauses  (b) through (m)  of Section  6.04 ) held by GEO or any of its (i) Subsidiaries in GEO or any Restricted Subsidiary or (ii) Restricted Subsidiaries in any Person, in each case on the date hereof and, for each such Investment, (x) the identity of the Person or Persons holding such Investment and (y) the nature of such Investment. Except as disclosed in said Part B of Schedule  3.16 , each of GEO and its Subsidiaries owns, free and clear of all Liens (other than Liens created pursuant to the Security Documents), all such Investments.", "output": "GEO" } ]

[ { "input": "During Executive’s Company Employment and for two (2) years following the termination of such employment for any reason, Executive (i) will not criticize or disparage the Company or its directors, officers, employees or products, and (ii) will fully cooperate with Company in all investigations, potential litigation or litigation in which Company is involved or may become involved with respect to matters that relate to Executive’s Company Employment (other than any such investigations, potential litigation or litigation between Company and Executive); provided, that with regard to Executive’s duties under clause (ii), Executive shall be reimbursed for reasonable travel and out-of-pocket expenses related thereto, but shall otherwise not be entitled to any additional compensation.", "output": "Company" } ]

[ { "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": "Ingevity" } ]

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

[ { "input": "This Agreement shall be effective only if executed by the Company (by manual, electronic, typed, stamped or facsimile signature), recorded as a performance unit grant in the minutes of the committee administering the Plan and manually signed by the Employee. This Agreement shall be binding upon and inure to the benefit of any successors to the Company and all persons lawfully claiming under the Employee.", "output": "Company" } ]

[ { "input": "There are no Liens on any of the real or personal properties of the Company or any Subsidiary except for Liens permitted by Section 6.02.", "output": "Section 6.02" } ]

[ { "input": "As a pre-condition to the effectiveness of this Agreement, Executive agrees to execute the Employee Agreement attached hereto as Exhibit A (the “Employee Agreement” ), the terms and conditions of which are specifically incorporated herein by reference.", "output": "the Employee Agreement" } ]

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

[ { "input": "If the reallocation described in clause (a)(iv) above cannot, or can only partially, be effected, the applicable Borrowers shall, without prejudice to any right or remedy available to it hereunder or under Applicable Law, (x) first, prepay Swingline Loans in an amount equal to the Swingline Lender’s Fronting Exposure and (y) second, Cash Collateralize the Issuing Lenders’ Fronting Exposure in accordance with the procedures set forth in Section  2.20 .", "output": "second" } ]

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

[ { "input": "This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware, without giving effect to choice of law principles thereof that would cause the application of the laws of any other jurisdiction.", "output": "Delaware" } ]

[ { "input": "Notwithstanding the contrary terms in the Partnership Agreement, Partnership Units which are acquired upon the conversion of the OPP Units shall not, without the consent of the Partnership (which may be given or withheld in its sole discretion), be redeemed pursuant to Section 15.1 of the Partnership Agreement within two years of the date of the issuance of such OPP Units.", "output": "Partnership" } ]

[ { "input": "Employee represents that he has not removed any Company (meaning, for the purpose of this paragraph, the Company and its affiliated entities including the Released Parties as that term is defined below in Section 15) confidential or proprietary records, data or information or other Company property from Company and agrees that, if he has done so, all such records, data or information concerning Company or property thereof in his possession shall be returned to Company immediately. Employee shall immediately return all Company property in his possession including but not limited to any Company lap top computer.", "output": "Company" } ]

[ { "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": "If the Compensation is “performance-based compensation based on services performed over a period of at least 12 months” (within the meaning of Code §409A(a)(4)(B)(iii)), the election period must end at least six months before the end of the performance period.", "output": "at least 12 months" } ]

[ { "input": "A quitclaim deed for the Real Property in the form of Exhibit D attached hereto and incorporated herein by this reference (the “ Deed ”) executed and acknowledged by Seller.", "output": "Seller" } ]

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