Datasets:

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scholarly360

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contracts-extraction-instruction-llm-experiments

like 7

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

[ { "input": "The respective obligations of, and benefits accorded to, the Company and Executive as provided in Section 2(b) and (c), 3(e), 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14 and 18 of this Agreement shall survive the expiration or earlier termination of this Agreement. Without limiting the foregoing, Executive acknowledges and agrees that Executive’s obligations under Section 6 of this Agreement shall survive the cessation of Executive’s employment with the Company for whatever reason.", "output": "11" } ]

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

[ { "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": "THE UNITED STATES" } ]

[ { "input": "Any notice under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally or when deposited in the United States mail, registered, postage prepaid, and addressed, in the case of the Company, to the Company's Secretary at Federated National Holding Company, 14050 N.W. 14 th Street, Suite 180, Sunrise, Florida  33323, or if the Company should move its principal office, to such principal office, and, in the case of the Recipient, to the Recipient's last permanent address as shown on the Company's records, subject to the right of either party to designate some other address at any time hereafter in a notice satisfying the requirements of this Section.", "output": "United States" } ]

[ { "input": "If the Grantee’s Employment terminates for any reason (regardless of the reason for such termination and whether later found to be invalid or in breach of employment laws in the jurisdiction where the Grantee is providing services) prior to the Vesting Date with respect to any portion of the Award, then except as otherwise provided in the Separation from Service Addendum or an employment agreement between the Grantee and the Company or an Affiliate entered into after the Date of Grant, the PSUs covered by any such portion of the Award shall be completely forfeited on the date of any such termination.", "output": "Company" } ]

[ { "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": "Article IV" } ]

[ { "input": "You will be eligible to participate in Tenneco’s executive annual incentive plan in a manner consistent with other Tenneco executives. The terms of the annual incentive plan are set forth in the Tenneco Inc. Annual Incentive Plan (“AIP” - copy attached). Your initial target bonus opportunity for the 2018 calendar year performance period under the AIP will be 125% of your annual base salary (or $1,312,500 based on the offered salary, pro-rated to the date that your employment commences with Tenneco) although the actual value will be determined by the Compensation Committee. The payment of an annual incentive to you is subject to achievement of pre-defined performance goals for the Company, the approval by the Compensation Committee, as well as the terms of the AIP (or successor plan).", "output": "the Compensation Committee" } ]

[ { "input": "Comply, and cause each of its Subsidiaries to comply, with all applicable laws, rules, regulations and orders, such compliance to include, without limitation, compliance with ERISA, Environmental Laws and the Patriot Act, except in each case where failure so to comply would not reasonably be expected to have a Material Adverse Effect; and maintain in effect and enforce policies and procedures designed to promote compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and any agent of the Borrower or any Subsidiary that acts in any capacity in connection with, or benefits from, the credit facility established hereby with Anti-Corruption Laws and applicable Sanctions.", "output": "the Patriot Act" } ]

[ { "input": "Executive shall be eligible to receive an annual bonus (\"Bonus\") to be determined by the Board within ninety (90) days following the end of the Company's fiscal year end.", "output": "ninety (90) days" } ]

[ { "input": "Each Eligible Employee shall become a Participant in the Plan by (a) executing a Deferral Election in accordance with the provisions of Article 3, (b) receiving an Employer Contribution pursuant to Article 4 or (c) being designated as a Participant in a Special Retention Incentive.", "output": "Article 4" } ]

[ { "input": "In the event of the Executive's death or total disability (as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended) during the Term, the Term and Executive's employment shall terminate on the date of death or total disability as determined by a doctor chosen by the Board and Executive shall be entitled to such benefits that would have been payable to Executive or which Executive would have received had the Term and Executive's employment been terminated by the Company with Cause pursuant to Section 3(c)(i).", "output": "Executive" } ]

[ { "input": "Any special allocations of income or gain pursuant to Sections 5.5(b) or 5.5(c) hereof shall be taken into account in computing subsequent allocations pursuant to Section 5.4 and this Section 5.5(h), so that the net amount of any items so allocated and all other items allocated to each Partner shall, to the extent possible, be equal to the net amount that would have been allocated to each Partner if such allocations pursuant to Sections 5.5(b) or 5.5(c) had not occurred.", "output": "Sections 5.5(b) or" } ]

[ { "input": "After the giving of any notice of claims (a “ Claim Notice ”) by an indemnified party to the party(ies) from whom indemnification is sought (the “ Indemnitor ”), the amount of indemnification to which an indemnified party shall be entitled under this Article IX shall be determined: (i) by written agreement between the indemnified party and the Indemnitor; (ii) by a final judgment or decree of any court of competent jurisdiction; or (iii) by any other means to which the indemnified party and the Indemnitor shall agree in writing. The judgment or decree of a court shall be deemed final when the time for appeal, if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined.", "output": "Indemnitor" } ]

[ { "input": "Except as provided in Section 2.5(D) , the Borrower shall make mandatory principal prepayments of the Term Loans in amounts equal to the aggregate Net Cash Proceeds from (i) any Asset Disposition described in Section 7.12(D) (other than Asset Dispositions consisting of ventures (as described in Section 7.5(H) ) or any interest therein) to the extent required thereby, (ii) any Asset Disposition not otherwise permitted pursuant to Section 7.12 and (iii) any Insurance and Condemnation Event to the extent that the aggregate amount of such Net Cash Proceeds (in the case of this clause (iii)) exceed $1,000,000 during any calendar year. The Borrower shall make, or cause to be made, such prepayments within three Business Days after the date of receipt of the Net Cash Proceeds.", "output": "three Business Days" } ]

[ { "input": "Parent shall receive a certificate, dated as of the Closing Date, executed and delivered to Parent by the Company which meets the requirements of Treasury Regulation Section 1.1445-2(c)(3).", "output": "Regulation Section 1.1445-2(c)(3)" } ]

[ { "input": "Except as may be limited by applicable federal, state or provincial corporate law or comparable laws, no Subsidiary of the Borrower or Holdings is currently prohibited, directly or indirectly, from paying any dividends to the Borrower or Holdings, from making any other distribution on such Subsidiary’s capital stock or other ownership interests, from repaying to the Borrower or Holdings any loans or advances to such Subsidiary from the Borrower or Holdings or from transferring any of such Subsidiary’s property or assets to the Borrower or Holdings or any other Subsidiary of the Borrower or Holdings, except as described in the Preliminary Offering Memorandum or contained in this Agreement.", "output": "Subsidiary" } ]

[ { "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": "this Third Amendment" } ]

[ { "input": "Tenant’s obligations under this Section 39 shall survive the expiration or earlier termination of this Lease. During any period of time after the expiration or earlier termination of this Lease required by Tenant or Landlord to complete the removal from the Premises of any Hazardous Materials (including, without limitation, the release and termination of any licenses or permits restricting the use of the Premises and the completion of the approved Surrender Plan), Tenant shall continue to pay the full Rent in accordance with this Lease for any portion of the Premises not relet by Landlord in Landlord’s sole discretion, which Rent shall be prorated daily.", "output": "Landlord" } ]

[ { "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": "Parent" } ]

[ { "input": "Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant, and, in the case of loss, theft or destruction, of any indemnification undertaking by the Holder to the Company in customary form or the provision of reasonable security by the Holder to the Company and, in the case of mutilation, upon surrender and cancellation of this Warrant, the Company shall execute and deliver to the Holder a new Warrant (in accordance with Section 7(e)) representing the right to purchase the Warrant Shares then underlying this Warrant.", "output": "Company" } ]

[ { "input": "All subcontractors, laborers, materialmen, and suppliers used by Tenant (such subcontractors, laborers, materialmen, and suppliers, and the Contractor to be known collectively as “ Tenant’s Agents ”) shall be from a list supplied by Landlord or otherwise selected by Tenant, subject to Landlord’s reasonable approval.", "output": "Tenant" } ]

[ { "input": "This Agreement may be executed in two or more counterparts, each of which is deemed an original, but all of which when taken together shall constitute one agreement.", "output": "two" } ]

[ { "input": "The Committee may waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel, or terminate, any Award theretofore granted; provided that any such waiver, amendment, alteration, suspension, discontinuance, cancellation, or termination that would impair the rights of any Participant, any holder, or beneficiary of any Award previously granted shall not be effective without the written consent of the affected Participant, holder, or beneficiary and provided further that no such actions shall accelerate the time and form of payment of an Award except as permitted in accordance with Section 409A.", "output": "Section 409A." } ]

[ { "input": "Such Buyer is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D.", "output": "Rule 501(a) of" } ]

[ { "input": "The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that any rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement, it being understood that each of Parent, SuckerPunch and the SuckerPunch Shareholder actively participated in the drafting hereof. Words in the singular shall be deemed to include the plural and vice versa and words of one gender shall be deemed to include the other gender as the context requires.", "output": "one" } ]

[ { "input": "Except for the conveyances and grants of security interests pursuant to this Agreement and the other Transaction Documents, the Bank shall not sell, pledge, assign or transfer the Receivables or other property transferred to the Depositor to any other Person, or grant, create, incur, assume or suffer to exist any Lien (other than Permitted Liens) on any interest therein, and the Bank shall defend the right, title and interest of the Depositor in, to and under such Receivables or other property transferred to the Depositor against all claims of third parties claiming through or under the Bank.", "output": "Depositor" } ]

[ { "input": "This Amendment may be executed in any number of counterparts and by the different parties on separate counterparts, and each such counterpart shall be deemed to be an original, but all such counterparts shall together constitute but one and the same Amendment. Delivery of an executed counterpart of this Amendment by facsimile or electronic mail shall be as effective as delivery of an original executed counterpart to this Amendment.", "output": "one" } ]

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

[ { "input": "The Executive agrees that it would be difficult to measure any damages caused to the Company which might result from any breach by the Executive of the promises set forth in this Section 8, and that in any event money damages would be an inadequate remedy for any such breach. Accordingly, the Executive agrees that if the Executive breaches, or proposes to breach, any portion of this Agreement, the Company shall be entitled, in addition to all other remedies that it may have, to an injunction or other appropriate equitable relief to restrain any such breach without showing or proving any actual damage to the Company.", "output": "Company" } ]

[ { "input": "The Administrator may grant awards under this Plan to employees, directors and other service providers of the Company or its Affiliates. All awards will be denominated in and settled in cash. Awards will vest and be settled pursuant to the terms and conditions determined by the Administrator, which conditions may include continued service, the achievement of individual performance goals, performance goals related to the Company or any division or department of the Company or any of their Affiliates or any combination thereof.", "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": "one" } ]

[ { "input": "Lessee shall be entitled to retain all cash, bank accounts and house banks, and to collect all Gross Revenues and accounts receivable accrued through the termination date. In addition, Lessee shall be entitled to retain any amounts remaining of the monthly furniture and equipment funded by Lessee as required by the Loan Documents and/or the Management Agreement. Lessee shall be responsible for the payment of Rent, all Gross Operating Expenses and all other obligations of Lessee accrued under this Lease as of the termination date, and Lessor or Lessor’s nominee shall be responsible for all Gross Operating Expenses of the Hotel accruing after the termination date.", "output": "the Loan Documents" } ]

[ { "input": "The Company hereby agrees to accrete all accrued but unpaid interest on the Debentures as of the date hereof ($53,760 in the aggregate) to the principal amount of the 2015 Debenture.  Additionally, in consideration of the amendments under this FIRST Amendment, the Company agrees to increase the principal on the 2015 Debenture by $1,111,846.  Accordingly, as of the date hereof the outstanding principal amount outstanding of the 2015 Debenture is $3,125,606.  Subject to compliance with the terms of this Agreement, the Holder hereby waives the Event of Default that otherwise would have occurred on January 1, 2017 as part of the Periodic Redemption.", "output": "January 1, 2017" } ]

[ { "input": "This Credit Agreement, together with the other Credit Documents, represent the entire agreement of the parties hereto and thereto, and supersede all prior agreements and understandings, oral or written, if any, including any commitment letters or correspondence relating to the Credit Documents or the transactions contemplated herein and therein.", "output": "This Credit Agreement" } ]

[ { "input": "This Supplement may be executed by one or more of the parties to this IP Security Agreement on any number of separate counterparts (including by facsimile or other electronic transmission (i.e. a “pdf’ or “tif’)), and all of said counterparts taken together shall be deemed to constitute one and the same instrument.", "output": "this IP Security Agreement" } ]

[ { "input": "Executive's employment hereunder shall commence as of the Commencement Date. There shall be no definite term of employment. Nothing specified herein shall be construed to alter the at-will nature of the employment, and thus, Executive or Employer may terminate Executive’s employment at any time and for any reason or for no reason, subject to the terms and conditions set forth in this Agreement. Termination by Employer shall require the approval of the Board of Directors with Executive abstaining if Executive is a member of the Board of Directors at such time. Executive shall be entitled to Termination Pay in the event of certain terminations described in Article 5 hereunder.", "output": "Executive" } ]

[ { "input": "Any entitlement to any severance benefits shall be governed by the terms of Sections 10 and 11 of the Employment Agreement (if applicable) and shall be deemed to include statutory entitlements (if any) under UK law.", "output": "UK" } ]

[ { "input": "The Committee may determine that an Incentive Award shall be forfeited and/or any value received from the Incentive Award shall be repaid to the Corporation pursuant to any recoupment policies, rules or regulations in effect at the time of the Incentive Award.", "output": "the Incentive Award" } ]

[ { "input": "As of the Fourth Amendment Effective Date (as defined below), and subject to the terms and conditions hereof, Schedules 1 , 2 , 3 , 5.8 , 5.9 , 6.1 , 6.4 , 6.9 , 6.11 , 6.16 , and 6.18 to the Credit Agreement are hereby amended and restated in their entirety in the forms attached hereto as Annex C.", "output": "5.9" } ]

[ { "input": "Unless earlier terminated as provided herein, the Plan shall continue in effect until the tenth anniversary of the Effective Date or, if the stockholders approve an amendment to the Plan that increases the number of Shares subject to the Plan, the tenth anniversary of the date of such approval. The termination of the Plan on such date shall not affect the validity of any Award outstanding on the date of termination, which shall continue to be governed by the applicable terms and conditions of the Plan.", "output": "the tenth anniversary" } ]

[ { "input": "Such Investor is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with the requisite power and authority to enter into and to consummate the transactions contemplated by this Settlement Agreement and otherwise to carry out its obligations hereunder.", "output": "this Settlement Agreement" } ]

[ { "input": "Borrower shall pay to Lender on each Payment Date, to and including the Maturity Date, an amount of interest equal to the Monthly Debt Service Payment Amount for the related Interest Period, which amount will be applied in accordance with the provisions of this Article II . On each Payment Date, Borrower shall also pay to Lender all amounts required in respect of Reserve Funds as set forth in Article VI .", "output": "Article VI" } ]

[ { "input": "No material approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any other Person is necessary or required in connection with (a) the execution, delivery or performance by, or enforcement against, any Loan Party of any Loan Document, or for the consummation of the Transactions, (b) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents or (c) the perfection of the Liens created under the Collateral Documents (including the first priority nature thereof), except for the authorizations, approvals, actions, notices and filings listed on Schedule 5.03 , all of which have been duly obtained, taken, given or made and are in full force and effect.", "output": "the Collateral Documents" } ]

[ { "input": "Concurrently with the delivery of the Statements of the Borrower furnished to the Administrative Agent pursuant to Section 5.13(a) and Section 5.13(b), a certificate (each, a “ Compliance Certificate ”) of the Borrower signed by an Authorized Officer (for purposes of this Section 5.13(c), such Authorized Officer shall be limited to the Chief Executive Officer, President or Chief Financial Officer) of the Borrower, in the form of Exhibit D.", "output": "Section 5.13(a) and" } ]

[ { "input": "A grantee shall have the right to receive dividends declared on his shares of Restricted Stock; provided , however , if the vesting of a Restricted Stock Award is subject to the achievement of performance goals, any dividends paid by the Company with respect to the Restricted Stock Award prior to the attainment of such performance goals shall accrue and shall not be paid to the grantee until and only to the extent the performance goals are attained and the Restricted Stock Award is earned.", "output": "the Restricted Stock Award" } ]

[ { "input": "Neither Borrowers nor any of their Subsidiaries is party or subject to any Restrictive Agreement, except as shown on Schedule 8.1.14 . No such Restrictive Agreement prohibits the execution, delivery or performance of any Loan Document by Borrowers.", "output": "8.1.14" } ]

[ { "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": "any HPT Party" } ]

[ { "input": "All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed (x) by reference to the Alternate Base Rate at times when the Alternate Base Rate is based on the Prime Rate or (y) with respect to Loans denominated in Australian Dollars, in each case shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Alternate Base Rate, Adjusted LIBO Rate, Adjusted BBSW Rate or AUD Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.", "output": "a year of 360 days" } ]

[ { "input": "The name of the Partnership is \"EPD PubCo Unit II L.P.\" and all Partnership business shall be conducted in such name or such other name or names that comply with applicable law as the General Partner may designate from time to time.", "output": "Partnership" } ]

[ { "input": "Schedule 5.1(q) contains a true, correct and complete list of all Construction Contracts entered into by Seller affecting the Property.  The documents constituting the Construction Contracts that are delivered to Purchaser by Seller are true, correct and complete copies of all of the Construction Contracts affecting the Property, including any and all amendments relating thereto.  To Seller’s knowledge, no default or breach exists on the part of Seller or any other party to the Construction Contracts.  All sums required to be paid by Seller under the Construction Contracts have been paid in full.", "output": "Seller" } ]

[ { "input": "The Plan is incorporated herein by reference. The Plan and this Award Agreement (including Exhibits A and B attached hereto) constitute the entire agreement of the parties with respect to the Award and supersede in their entirety all prior proposals, undertakings and agreements, written or oral, and all other communications between the Company and the Participant with respect to the Award.", "output": "Company" } ]

[ { "input": "The Borrower will, and will cause each of its Restricted Subsidiaries to, maintain one or more network affiliations with any of ABC, CBS, NBC, FOX, the CW, ION, MyNetworkTV, Telemundo or other network reasonably satisfactory to the Administrative Agent at all times for each Station except where the failure to maintain such network affiliation could not, individually or in the aggregate, reasonably be expected to result in a Materially Adverse Effect. The Borrower will, and will cause each of its Restricted Subsidiaries to comply with any and all Operating Agreements except where the failure to so comply could not, individually or in the aggregate, reasonably be expected to have a Materially Adverse Effect.", "output": "MyNetworkTV" } ]

[ { "input": "This Security Agreement taken together with the other Transaction Documents constitute and contain the entire agreement of Company, the Collateral Agent and Secured Parties and supersede any and all prior agreements, negotiations, correspondence, understandings and communications among the parties, whether written or oral, respecting the subject matter hereof.", "output": "Company" } ]

[ { "input": "The respective indemnities, rights of contribution, representations, warranties and agreements of the Company, the Guarantors and JPMorgan contained in this Agreement or made by or on behalf of the Company, the Guarantors or JPMorgan pursuant to this Agreement or any certificate delivered pursuant hereto shall survive the delivery of and payment for the Securities and shall remain in full force and effect, regardless of any termination of this Agreement or any investigation made by or on behalf of the Company, the Guarantors or JPMorgan.", "output": "Company" } ]

[ { "input": "Each Loan Party shall cause (i) 100% of the issued and outstanding Equity Interests of each Subsidiary directly owned by any Loan Party to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent pursuant to the terms and conditions of the Collateral Documents, and, in connection with the foregoing, deliver to the Administrative Agent such other documentation as the Administrative Agent may request including, any filings and deliveries to perfect such Liens and favorable opinions of counsel all in form and substance reasonably satisfactory to the Administrative Agent.", "output": "100%" } ]

[ { "input": "Awards of Restricted Stock must be accepted within a period of 60 days (or such shorter period as the Committee may specify at grant) after the grant date, by executing a Restricted Stock agreement and by paying whatever price (if any) the Committee has designated thereunder.", "output": "Committee" } ]

[ { "input": "The Company and each of the Subsidiaries have good and marketable title to their properties and assets, and have valid leasehold interests, in each case free and clear of all conditional sale agreements, mortgages, pledges, liens, leases, encumbrances or charges, other than (a) Permitted Liens, and (b) minor imperfections which do not, individually or in the aggregate, materially detract from the value of the property subject thereto or materially impair the operations of the Company, and which have not arisen other than in the ordinary course of business.", "output": "Company" } ]

[ { "input": "The Plan will control if there is any conflict between the Plan and this Stock Agreement and on any matters that are not contained in this Stock Agreement. A copy of the Plan has been provided to the Participant and is incorporated by reference and made a part of this Stock Agreement. Capitalized terms used but not specifically defined in this Stock Agreement will have the definitions given to them in the Plan.", "output": "this Stock Agreement" } ]

[ { "input": "Payment of a Non-Employee Director’s Deferral Account shall be made in a single lump payment on the Distribution Date elected by the Non-Employee Director in the Deferral Election. All such payments shall be made under the Incentive Plan in whole shares of Stock, with fractional shares distributed in cash, and shall be made as soon as practicable following the Distribution Date but not later than 30 days following the Distribution Date.", "output": "later than 30 days" } ]

[ { "input": "Unless Administrative Agent otherwise consents in writing, in order to facilitate Administrative Agent’s and the Lenders’ maintenance and monitoring of their security interests in the Collateral, maintain all of their deposit accounts and securities accounts (a) with an institution that has entered into a control agreement with Administrative Agent and the applicable Loan Party granting “control” (as defined in the UCC) of such accounts to Administrative Agent and otherwise in form and substance satisfactory to Administrative Agent, and (b) in a structure acceptable to Administrative Agent. For the avoidance of doubt, all receivables of each Loan Party shall be deposited into a deposit account that meets the requirements of this Section 10.10 .", "output": "Collateral" } ]

[ { "input": "(the “ Agreement ”), dated as of March 29, 2019 by and between REMARK HOLDINGS, INC., a Delaware corporation (the “ Company ”), and ASPIRE CAPITAL FUND, LLC , an Illinois limited liability company (the “ Buyer ”). Capitalized terms used herein and not otherwise defined herein are defined in Section 10 hereof.", "output": "ASPIRE CAPITAL FUND, LLC" } ]

[ { "input": "The board of directors may from time to time appoint a president, one or more vice-presidents (to which title may be added words indicating seniority or function), a secretary, a treasurer and such other officers as the board of directors may determine, including one or more assistants to any of the officers so appointed. One person may hold more than one office. The board of directors may specify the duties of and, in accordance with these bylaws and subject to the General Corporation Law of the State of Delaware, delegate to such officers powers to manage the business and affairs of the Corporation. Subject to Section 5.02, an officer may but need not be a director.", "output": "one" } ]

[ { "input": "Any Collateral Document after execution and delivery thereof pursuant to Section   4.02 , 6.17 or 6.18 shall for any reason (other than pursuant to the terms hereof or thereof or solely as the result of acts or omissions by the Administrative Agent or any Lender) cease to create a valid and perfected first priority Lien (subject to Liens permitted by any Loan Document) on the Collateral purported to be covered thereby, except where the value of all such Collateral does not exceed $25,000,000 in the aggregate.", "output": "Section   4.02" } ]

[ { "input": "A cash payment in the amount of five thousand dollars ($5,000.00) for outplacement assistance to Employee.", "output": "Employee" } ]

[ { "input": "During the term of Executive’s employment under this Agreement, Executive agrees to use Executive’s reasonable best efforts in the conduct of the Company’s business endeavors entrusted to Executive and agrees to devote substantially all of Executive’s working time and efforts, attention and energy to the discharge of the duties and responsibilities of Executive to and for the Company. Executive agrees not to engage in any other activities that interfere with Executive’s performance under this Agreement and agrees not to work in any capacity for any other business or enterprise without first obtaining the Company’s written consent thereto.", "output": "Executive" } ]

[ { "input": "As of the Closing Date, except as individually or in the aggregate would not reasonably be expected to have a Material Adverse Effect, (a) there are no strikes, lockouts or slowdowns against the Borrower or any of its Restricted Subsidiaries pending or, to the knowledge of the Borrower, threatened and (b) the hours worked by and payments made to employees of the Borrower and its Restricted Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable Requirements of Law dealing with such matters.", "output": "the Fair Labor Standards Act" } ]

[ { "input": "In the discretion of the Board of Directors of the Corporation (or any appropriate committee thereof), you will be eligible to receive a grant of restricted stock units (“ RSUs ”) with a grant date fair value equal to $325,000 pursuant to the Corporation’s equity compensation plans as in effect from time to time. Such grant of RSUs shall be made in the fourth quarter of 2017. Subject to your continued employment with the Company Group, such RSUs shall vest in substantially equal annual installments on each of the first three anniversaries of the grant date.", "output": "Corporation" } ]

[ { "input": "Subject to the provisions of Section 11(o) above, the provisions of this Section 11 shall survive Closing.", "output": "this Section 11" } ]

[ { "input": "After the Closing, Buyer shall be entitled, upon prior written notice to Sellers’ Representative, to deduct and withhold from any amounts otherwise payable pursuant to this Agreement such amounts as it shall be required to deduct and withhold with respect to the making of such payment under any applicable U.S. federal, state, local or foreign Tax Law. To the extent that amounts are so withheld by Buyer, such withheld amounts (i) shall be remitted promptly by Buyer to the applicable Governmental Entity, and (ii) shall be treated for all purposes of this Agreement as having been paid to Sellers in respect of which such deduction and withholding was made by Buyer.", "output": "U.S." } ]

[ { "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": "the Restrictive Covenant Agreement" } ]

[ { "input": "Schedule 3.14 sets forth a description of all insurance maintained by or on behalf of the Loan Parties and their Subsidiaries as of the Effective Date. As of the Effective Date, all premiums in respect of such insurance have been paid. The Borrowers maintain, and have caused each Subsidiary to maintain, with financially sound and reputable insurance companies, insurance on all their real and personal property in such amounts, subject to such deductibles and self-insurance retentions and covering such properties and risks as are adequate and customarily maintained by companies engaged in the same or similar businesses operating in the same or similar locations.", "output": "Schedule 3.14" } ]

[ { "input": "THIS ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED, AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE CONFLICT OF LAW PRINCIPLES THEREOF EXCEPT FOR SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW) OF THE STATE OF NEW YORK.", "output": "THE NEW YORK GENERAL OBLIGATIONS LAW" } ]

[ { "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": "5.1" } ]

[ { "input": "Each of LXRT and US Lighting shall afford the other Party, its accountants, counsel and other representatives (including the Principal Stockholder), reasonable access, during normal business hours, to the properties, books, records and personnel of such Party at any time prior to the Closing in order to enable each Party to obtain all information concerning the business, assets and properties, results of operations and personnel of the other Party as each Party may reasonably request. No information obtained in the foregoing investigation by a Party pursuant to this Section 7.1 shall affect or be deemed to modify any representation or warranty contained herein or the conditions to the obligations of the Parties to consummate the transactions contemplated hereby.", "output": "Party" } ]

[ { "input": "The Second Expansion Improvements shall be constructed substantially in accordance with the floor plan for the Second Expansion Premises dated January 4, 2017 (\"Second Expansion Premises Plan\"), prepared by James Crawford AIA, who has been retained by Lessee , at Lessee's sole cost and expense, as the architect for the Second Expansion Improvements in the Second Expansion Premises (\"A r chitect\").", "output": "Lessee" } ]

[ { "input": "After the exercise of remedies provided for in Section 8.02 of the Credit Agreement (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in Section 8.02 of the Credit Agreement) any payments in respect of the Secured Obligations and any proceeds of the Collateral, when received by the Administrative Agent or any Secured Party in cash or Cash Equivalents will be applied in reduction of the Secured Obligations in the order set forth in the Credit Agreement.", "output": "Section 8.02 of the Credit Agreement" } ]

[ { "input": "Consultant shall submit separate invoices monthly for each Task Order and such invoices shall include a breakdown of all charges and expenses, if any, incurred during the month together with the Project Number shown on the Task Order.  Invoices shall be due and payable within thirty (30) days after receipt by AV’s Accounts Payable Group.  Invoices shall be sent to the attention of the Accounts Payable Group; AeroVironment, Inc.,   via e-mail to [email protected] , and also reference the Task Order Number as well as your organization’s name in the subject line or by mail to P.O. Box 5031, Monrovia, CA  91107 .  Unless otherwise agreed at the time individual Task Orders are accepted, all payments shall be made in US dollars.", "output": "thirty (30) days" } ]

[ { "input": "Beginning with 2019 and otherwise during the Term, Executive will be eligible to participate in an annual incentive program established by the Board. Executive’s annual incentive compensation under such incentive program (the “ Annual Bonus ”) shall be targeted at 50% of Executive’s Annual Base Salary (the “ Target Bonus ”). The Annual Bonus payable under the incentive program shall be based on the achievement of performance goals to be determined by the Board. For the portion of 2018 during which Executive is employed, Executive will be eligible to receive a discretionary bonus in an amount to be determined by the Board. The payment of any Annual Bonus will be made on or before March 15 of the year following the calendar year in which such Annual Bonus is earned.", "output": "2018" } ]

[ { "input": "No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending or, to the knowledge of the Borrower, threatened by or against any Group Member (a) with respect to any of the Loan Documents or any of the transactions contemplated hereby or thereby, or (b) that, after giving effect to any applicable insurance, would be likely to have a Material Adverse Effect.", "output": "Governmental Authority" } ]

[ { "input": "No Loan Party is or will be engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation T, U or X), and no proceeds of any Loan will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock or for any purpose that violates, or is inconsistent with, the provisions of Regulation T, U and X.", "output": "Regulation T, U" } ]

[ { "input": "Employee shall continue to be employed by the Company, at will, after the Resignation Date through December 31, 2017, at the same base salary and with the same health care benefits as Employee had immediately prior to the Resignation Date. Employee shall perform such services as reasonably requested of him by the then CEO or the Chairman of the Board during this period of employment.", "output": "December 31, 2017" } ]

[ { "input": "Neither the Plan nor this Agreement nor the Participant’s receipt of this Award (or Shares issued in settlement of the Award) shall impose any obligation on the Company or any Affiliate to continue the employment of the Participant. Further, the Company or any Affiliate (as applicable) may at any time terminate the employment of such Participant, free from any liability or claim under the Plan or this Agreement, except as otherwise expressly provided herein.", "output": "Company" } ]

[ { "input": "You agree that in the event you violate the confidentiality, non-competition, non-solicitation or non-disparagement provisions of any agreement between you and the Company or any Subsidiary, or any plan of the Company or any Affiliate in which you participate, including without limitation, the non-solicitation provisions of Section 9 below, all of your RSUs for which the restrictions have not previously lapsed in accordance with Section 2 shall be forfeited to the Company and all of your rights to receive any Shares in the future pursuant to the RSUs shall automatically terminate without any payment of consideration by the Company.", "output": "Company" } ]

[ { "input": "This Agreement creates a continuing security interest in the Collateral and (a) shall be binding on Debtor and its successors and permitted assigns and (b) shall inure, together with all rights and remedies of the Lenders hereunder, to the benefit of the Lenders and their respective successors, transferees and assigns. None of the rights or duties of Debtor hereunder may be assigned or otherwise transferred without the prior written consent of the Administrative Agent and Lenders except as provided herein.", "output": "Debtor" } ]

[ { "input": "As of the Separation Date, the Employment Agreement dated July 6, 2016 (“ Employment Agreement ”) entered into by and between the Company and Executive shall be terminated.  Notwithstanding such termination, the Employment Agreement provisions Section 7 (Confidential Information) and Section 8 (Non-Solicitation), shall survive the termination of the Employment Agreement.", "output": "“ Employment Agreement ”" } ]

[ { "input": "Receipt by the Administrative Agent of a duly completed Compliance Certificate, as of the last day of the fiscal quarter of the Consolidated Group ended on March 31, 2014, giving pro forma effect to this Agreement and all Credit Extensions and repayments of Indebtedness on the Closing Date, signed by a Responsible Officer of the Borrower.", "output": "the last day of the fiscal quarter of the" } ]

[ { "input": "Notwithstanding any provision of this Agreement to the contrary, the parties’ respective rights and obligations under Sections 1, 3(c), 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15 16, 17, 19 and 20 will survive any termination or expiration of this Agreement or the termination of the Executive’s employment following a Change in Control for any reason whatsoever.", "output": "8" } ]

[ { "input": "EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN SUBSECTION (b) OF THIS SECTION 10.13 .  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.", "output": "THIS SECTION 10.13" } ]

[ { "input": "This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which taken together shall constitute one and the same instrument. This Agreement may also be executed via facsimile or by e-mail delivery of a “pdf” format data file, which shall be deemed an original.", "output": "one" } ]

[ { "input": "The issue of shares of restricted Stock and Stock will be subject to full compliance with all then-applicable requirements of law and the requirements of the exchange upon which Stock may be traded, as set forth in the Plan. Furthermore, First Financial shall have the right to refuse to issue or transfer any shares under this Agreement if First Financial, acting in its absolute discretion determines that the issuance or transfer of such Stock might violate any applicable law or regulation.", "output": "First Financial" } ]

[ { "input": "Neither the Company nor any person acting on behalf of the Company has offered or sold any of the Securities by any form of general solicitation or general advertising.  The Company has offered the Securities for sale only to the Purchasers and certain other “accredited investors” within the meaning of Rule 501 under the Securities Act.", "output": "Rule 501" } ]

[ { "input": "Neither the Plan nor this Agreement shall be construed as giving the Grantee the right to be retained in the employ of, or in any consulting relationship to, any member of the Company Group. Further, any member of the Company Group may at any time dismiss the Grantee or discontinue any employment or consulting relationship, free from any liability or any claim under the Plan or this Agreement, except as otherwise expressly provided herein. Any determinations as to whether the Grantee continues to be employed shall be at the discretion of the Committee.", "output": "the Company Group" } ]

[ { "input": "To the extent that a Party utilizes Third Party contractors or Divisional Affiliates to perform tasks within the scope of a Project, such Party shall ensure all such Third Party contractors and Divisional Affiliates: (i) are obligated to treat the other Party’s Confidential Information in accordance with the provisions of Article 7, and (ii) are subject to obligations to assign or license Inventions and other work product resulting from such contracted services in accordance with the provisions of Article 8.  Each Party shall be solely responsible for the acts, performance and compensation of its respective Third Party contractors.", "output": "Project" } ]

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

[ { "input": "Except for an action to challenge the validity of Employee’s release of claims under the ADEA, or as otherwise provided in Section 12 below, Employee promises that he will not file, instigate or participate in any proceeding against any of the Released Parties relating to any of the Released Claims. In the event Employee breaches the covenant contained in this Section 4 , Employee agrees to indemnify the Released Parties for all damages and expenses, including attorneys’ fees, incurred by any Released Parties in defending, participating in or investigating any matter or proceeding covered by this Section 4 .", "output": "Employee" } ]

[ { "input": "The Title Policy (or a “marked-up” commitment therefor, unconditionally binding the Title Company to issue the Title Policy) issued by the Title Company, dated as of the date of the recordation of the Deed in the amount of the Purchase Price.", "output": "the Title Company" } ]

[ { "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": "Executive" } ]

[ { "input": "If the Participant’s continuous service to the Company as an employee or director (a “ Business Relationship ”) ceases as a result of the Participant’s (i) death or (ii) Disability, the Participant (or the Participant’s Beneficiary in the event of the Participant’s death) shall be entitled to payment of all Shares.", "output": "Company" } ]

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