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scholarly360

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contracts-extraction-instruction-llm-experiments

like 7

[ { "input": "If any portion of any Covenant or its application is construed to be invalid, illegal or unenforceable, then the remaining portions and their application shall not be affected thereby, and shall be enforceable without regard thereto. If any of the Covenants is determined to be unenforceable because of its scope, duration, geographical area or similar factor, then the court or other trier of fact making such determination shall modify, reduce or limit such scope, duration, area or other factor, and enforce such Covenant to the extent it believes such factor(s) to be lawful and appropriate. For purposes of this Exhibit A, the term “ affiliates ” excludes all entities or persons other than those controlled or partially owned by the Company.", "output": "Covenant" } ]

[ { "input": "If this Lease is not terminated as provided in Section 13.2 - Effect on Lease , Landlord, at its expense, shall diligently proceed to repair and restore the Premises to substantially its former condition (to the extent permitted by then applicable Laws) and/or repair and restore the Building to an architecturally complete office building; provided, however, that Landlord’s obligations to so repair and restore shall be limited to the amount of any Award received by Landlord and not required to be paid to any Mortgagee. In no event shall Landlord have any obligation to repair or replace any improvements in the Premises beyond the amount of any Award received by Landlord for such repair or to repair or replace any of Tenant’s personal property, Trade Fixtures, or Alterations.", "output": "Building" } ]

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

[ { "input": "All notices, consents and other communications under this Agreement shall be in writing and shall be deemed to have been received on the earlier of the date of actual receipt or the third business day after being sent by United States first class mail, properly addressed and postage prepaid. Customer’s address for notice and billing is stated in the Description of Services Order. Data Foundry’s address for notice is 1044 Liberty Park Drive, Austin, Texas 78746-6943 Attn: Legal.", "output": "Data Foundry’s" } ]

[ { "input": "The Company will not, and will not permit any of its Restricted Subsidiaries to, make any change in its fiscal year; provided that (i) the Company shall be permitted to make a single change in fiscal year during the term of this Agreement and (ii) each of Kodiak and Vector shall be permitted to change its fiscal year to end at March 31 for each fiscal year and, in each such case the Company and the Administrative Agent will, and are hereby authorized by the Lenders to, make any adjustments to this Agreement that are necessary to reflect such change in fiscal year.", "output": "each fiscal year" } ]

[ { "input": "A Participant may be required to pay to the Company or any of its Subsidiaries, and the Company or any of its Subsidiaries shall have the right and is hereby authorized to withhold from any payment due under this Plan or from any compensation or other payment otherwise owing to the Participant, applicable withholding taxes with respect to any payment under this Plan, and to take any such actions as may be deemed necessary in the opinion of the Company to satisfy all obligations for the payment of such withholding taxes.", "output": "Company" } ]

[ { "input": "You will perform the duties and services assigned to you by the Company. You will devote your full time and attention to the affairs of the Company and to your duties on the Company’s behalf. You will not be permitted to engage in outside business activities unless approved by the Company; provided that you may engage in charitable and community activities and manage your personal investments so long as such activities do not, individually or in the aggregate, interfere with the performance of your duties to the Company. Notwithstanding, you will be permitted to continue to serve on the boards of directors of other companies with prior approval from the Company, provided such service does not individually or in the aggregate, interfere with the performance of your duties to the Company.", "output": "Company" } ]

[ { "input": "Commencing on the Expansion Commencement Date, the Security Deposit shall be increased by $931,073.52 to $1,948,961.52 and Tenant shall promptly deliver to Landlord either an additional or an amended letter of credit to reflect the aforementioned increase. Additionally, the Security Deposit reduction referenced in Section 18.3 of the Lease shall be increased by $310,357.84 to $649,653.84, resulting in a Security Deposit of $1,299,307.68 following the reduction. In the event that the Security Deposit is so reduced, Tenant shall provide Landlord with a replacement letter of credit in the amount of $1,299,307.68 and Landlord will promptly return the original letter of credit to Tenant.", "output": "Landlord" } ]

[ { "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": "Company" } ]

[ { "input": "If the LC Issuer shall make any LC Disbursement, then, unless the Borrowers shall reimburse such LC Disbursement in full on the date specified in Section 2.3(e) , the unpaid amount thereof shall bear interest payable on demand, for each day from and including the date such LC Disbursement is made to but excluding the date that the Borrowers reimburse such LC Disbursement, at the Default Rate.  Interest accrued pursuant to this Section 2.3(h) shall be for the account of the LC Issuer, except that interest accrued on and after the date of payment by any Revolving Lender pursuant to Section 2.3(e) to reimburse the LC Issuer shall be for the account of such Lender to the extent of such payment.", "output": "this Section 2.3(h)" } ]

[ { "input": "This Option does not confer upon Participant any right with respect to continuance of employment by the Company or a Subsidiary, nor shall it interfere in any way with the right of the Company or a Subsidiary to terminate his employment at any time.", "output": "Company" } ]

[ { "input": "Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any applicable intergovernmental agreement entered into thereunder (and any foreign legislation implemented to give effect to such intergovernmental agreements) and any agreements entered into pursuant to Section 1471(b)(1) of the Code.", "output": "Code" } ]

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

[ { "input": "Except for the fees and expenses payable to Evercore Group L.L.C., no broker, investment banker, or other Person is entitled to any broker’s, finder’s or other similar fee or commission in connection with the Transactions based upon arrangements made by or on behalf of Rice.", "output": "Rice" } ]

[ { "input": "Notwithstanding any other provisions hereof, JPMorgan may not be entitled to take delivery of any Shares deliverable hereunder to the extent (but only to the extent) that, after such receipt of any Shares hereunder, (i) the Equity Percentage would exceed 7.5% or (ii) JPMorgan and its affiliates would directly or indirectly own or control, for purposes of the Bank Holding Company Act of 1956, as amended (the “ BHCA ”), in excess of 4.5% of the outstanding Shares.", "output": "the Bank Holding Company Act of 1956" } ]

[ { "input": "The offer of RSUs is intended to comply with the provisions of the Corporations Act 2001, ASIC Regulatory Guide 49 and ASIC Class Order CO 14/1000. Additional details are set forth in the Australia Offer Document for the Offer of Restricted Stock Units to Australian-Resident Employees.", "output": "ASIC Regulatory Guide 49" } ]

[ { "input": "Notwithstanding any other provisions hereof, JPMorgan may not be entitled to take delivery of any Shares deliverable hereunder to the extent (but only to the extent) that, after such receipt of any Shares hereunder, (i) the Equity Percentage would exceed 7.5% or (ii) JPMorgan and its affiliates would directly or indirectly own or control, for purposes of the Bank Holding Company Act of 1956, as amended (the “ BHCA ”), in excess of 4.5% of the outstanding Shares.", "output": "JPMorgan" } ]

[ { "input": "Holdings will, for financial reporting purposes, cause each of its, and each of the Restricted Subsidiaries’, fiscal years to end on dates consistent with past practice; provided , however , that Holdings may, upon written notice to the Administrative Agent change the financial reporting convention specified above to (x) align the dates of such fiscal year and for any Restricted Subsidiary whose fiscal years end on dates different from those of Holdings or (y) any other financial reporting convention reasonably acceptable to the Administrative Agent, in which case Holdings and the Administrative Agent will, and are hereby authorized by the Lenders to, make any adjustments to this Agreement that are necessary in order to reflect such change in financial reporting.", "output": "Holdings" } ]

[ { "input": "Borrower agrees to promptly reimburse Lender for (i) all costs and expenses of collection of the Note, including reasonable attorneys’ fees, and (ii) all expenses incurred by Lender in acting on behalf of Borrower, the Bank, or the other Subsidiaries in accordance with the terms of this Agreement or any other Loan Document.  Such sums shall include interest at the maximum rate allowed by law accruing from the date Lender requests such reimbursement.", "output": "Lender" } ]

[ { "input": "The Company shall employ Mr. Vahaviolos and Mr. Vahaviolos shall be employed by the Company upon the terms and conditions set forth in this Agreement.", "output": "Vahaviolos" } ]

[ { "input": "The Borrower may at any time terminate, or from time to time reduce, the Commitments ratably among each Class; provided that (i) each reduction of the Commitments pursuant to this Section 2.06(b) shall be in an amount that is $5,000,000 or a larger multiple of $1,000,000 in excess thereof and (ii) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any concurrent prepayment of the Loans of any Class in accordance with Section 2.08 , the total Revolving Credit Exposures of such Class would exceed the total Commitments of such Class.", "output": "this Section 2.06(b)" } ]

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

[ { "input": "The US Borrower shall make mandatory principal prepayments of the Loans in the manner set forth in clause (vi)  below in an amount equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Debt Issuance pursuant to Section 11.1(n)  or pursuant to the Second Lien Facility pursuant to the last paragraph of Section 11.1 .  Such prepayment shall be made within three (3) Business Days after the date of receipt of the Net Cash Proceeds of any such Debt Issuance.", "output": "100%" } ]

[ { "input": "You agree that you will hold in trust and confidence all Confidential Information and will not disclose to others, directly or indirectly, any Confidential Information or anything relating to such information without the prior written consent of the Company, except as maybe necessary in the course of your business relationship with the Company. You further agree that you will not use any Confidential Information without the prior written consent of the Company, except as may be necessary in the course of your business relationship with the Company, and that the provisions of this Section 7.4 shall survive termination of this Agreement.", "output": "Company" } ]

[ { "input": "This Separation Agreement may not be modified, altered or changed except upon express written consent of the Parties wherein specific reference is made to this Separation Agreement.", "output": "This Separation Agreement" } ]

[ { "input": "Each Party agrees to cooperate in any action under this Article 7 which is controlled by the other Party, including, without limitation, joining such action as a party plaintiff if necessary or desirable for initiation or continuation of such action; provided that the controlling Party reimburses the cooperating Party promptly for any reasonable costs and expenses incurred by the cooperating Party in connection with providing such assistance.", "output": "this Article 7" } ]

[ { "input": "The Committee may, from time to time and upon such terms and conditions as it may determine, authorize the granting of Cash Incentive Awards. Each grant of a Cash Incentive Award will specify one or more performance goals that, if achieved, will result in payment or partial payment of the Award. Each grant of a Cash Incentive Award shall be evidenced by an Agreement that shall specify the terms and conditions of the Award not inconsistent with the Plan as the Committee shall determine.", "output": "Committee" } ]

[ { "input": "If the Term Loan Advances are accelerated by Bank following the occurrence and during the continuance of an Event of Default, Borrower shall immediately pay to Bank an amount equal to the sum of (i) all outstanding principal plus accrued and unpaid interest with respect to the Term Loan Advances, (ii) the Term Loan Prepayment Premium, (iii) the Term Loan Final Payment and (iv) all other sums, if any, that shall have become due and payable hereunder with respect to the Term Loan Advances, including interest at the Default Rate with respect to any past due amounts.", "output": "Bank" } ]

[ { "input": "None of the Parent, the Borrower, any other Loan Party or any Subsidiary of the Parent is engaged principally, or as one of its important activities, in the business of extending credit for the purpose, whether immediate, incidental or ultimate, of buying or carrying “margin stock” within the meaning of Regulation U of the Board of Governors of the Federal Reserve System.", "output": "the Board of Governors of the Federal Reserve System" } ]

[ { "input": "The authority to manage and control the operation and administration of these Option Terms shall be vested in the Committee, and the Committee shall have all powers with respect to these Option Terms as it has with respect to the Plan. Any interpretation of the Agreement by the Committee and any decision made by it with respect to the Agreement is final and binding on all persons.", "output": "Committee" } ]

[ { "input": "To the extent the performance objectives described in 2.(b)(i) below (collectively, the “ Performance Objectives ”) are satisfied as of the completion of the performance period for this Award (the “ Performance Period ”), this Award will become vested and free of restrictions in accordance with clause (ii) below, as of the date the Committee makes the determination referenced in clause (iii) below (the “ Performance Vesting Date ”), subject to the provision on Termination of Service below. The Performance Period begins December 1, 2017 and ends November 30, 2020.", "output": "December 1, 2017" } ]

[ { "input": "Seller has made its own independent decisions to enter into the Facility Documents and each Transaction and as to whether such Transaction is appropriate and proper for it based upon its own judgment and upon advice from such advisors (including without limitation, legal counsel and accountants) as it has deemed necessary. Seller is not relying upon any advice from Buyer or Custodian as to any aspect of the Transactions, including without limitation, the legal, accounting or tax treatment of such Transactions.", "output": "Custodian" } ]

[ { "input": "Upon the incurrence or issuance by the Borrower or any of its Subsidiaries of (A) any Permitted Credit Agreement Refinancing Indebtedness or (B) any other Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 7.02 (other than Section 7.02(o) )), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom on the next Business Day following receipt thereof by the Borrower or such Subsidiary (such prepayments to be applied as set forth in clause (vi) below or, with respect to Permitted Credit Agreement Refinancing Indebtedness, clause (xi) below).", "output": "Section 7.02(o)" } ]

[ { "input": "If an Optionee’s employment with or service to the Company terminates for any reason other than death, Disability, Retirement, involuntary termination by the Company without Cause or resignation for Good Reason, the Option may be exercised, to the extent it was exercisable at the time of such termination, until the earlier to occur of (i)  3 months from the date of such termination or (ii) the expiration of the term of the Option, whichever period is shorter.", "output": "3 months" } ]

[ { "input": "The Business IP is not subject to any Third Party Right.", "output": "Third" } ]

[ { "input": "This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts formed and to be performed entirely within the State of New York, without regarding the conflicts of law principles or rules thereof, to the extent such principles would require to permit the applicable of the laws of another jurisdiction. The parties unconditionally and irrevocably consent to the exclusive jurisdiction of the courts located in the State of New York and waive any objection with respect thereto, for the purpose of any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.", "output": "the State of New York" } ]

[ { "input": "All Company Information received or developed by the Officer while employed by the Company will remain the sole and exclusive property of the Company.", "output": "Company" } ]

[ { "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": "Bank" } ]

[ { "input": "The Company and the Representative may from time to time supplement or amend this Purchase Option without the approval of any of the Holders in order to cure any ambiguity, to correct or supplement any provision contained herein that may be defective or inconsistent with any other provisions herein, or to make any other provisions in regard to matters or questions arising hereunder that the Company and the Representative may deem necessary or desirable and that the Company and the Representative deem shall not adversely affect the interest of the Holders.  All other modifications or amendments shall require the written consent of and be signed by the party against whom enforcement of the modification or amendment is sought.", "output": "Representative" } ]

[ { "input": "This First Amendment shall be governed by and construed in all respects in accordance with the laws of the State of Texas and any applicable laws of the United States of America, including construction, validity and performance.", "output": "the United States of America" } ]

[ { "input": "Unless otherwise provided by the Committee in its discretion or transferred pursuant to a qualified domestic relations order as defined in the Code or Title I of the Employee Retirement Income Security Act of 1974, as amended , this Award and the RSUs may not be sold, assigned, alienated, transferred, pledged, attached or otherwise encumbered except as provided in Section 9(a) of the Plan.  Any purported sale, assignment, alienation, transfer, pledge, attachment or other encumbrance of the Award or any RSU in violation of the provisions of this Section 5 and Section 9(a) of the Plan shall be void.", "output": "this Section 5" } ]

[ { "input": "The Holder acknowledges and agrees that the payment obligations under the Note shall unconditionally be subordinate to the obligations of the Company or Buyers to its lenders under any loan, convertible debt, or other debt facility (the “Lenders”).  This Note is subject to the terms of that certain Subordination Agreement dated July 31, 2013, between the parties hereto and Bank Hapoalim B.M.  The Company agrees that it shall not enter into any agreement after the date this Note is issued that will prevent the Company from paying all amounts owing under the Note in cash on the Maturity Date.", "output": "Bank Hapoalim B.M." } ]

[ { "input": "The Award shall not be interpreted to bestow upon the Grantee any equity interest or ownership in the Company prior to the date on which the Company actually delivers Shares to the Grantee (if any). The Grantee is not entitled to vote any Shares by reason of the granting of this Award or to receive or be credited with any dividends declared and payable on any Share prior to the date on which any such Share is delivered to the Grantee hereunder. The Grantee shall have the rights of a shareholder only as to those Shares, if any, that are actually delivered under this Award.", "output": "Company" } ]

[ { "input": "Notwithstanding anything to the contrary herein, (i) Dealer acknowledges that this Master Confirmation may be intended to produce U.S. federal income tax benefits for Counterparty and (ii) Counterparty and Dealer hereby agree that (A) Counterparty is not obligated to Dealer to keep confidential from any and all persons or otherwise limit the use of any aspect of this Master Confirmation relating to the structure or tax aspects thereof, and (B) Dealer does not assert any claim of proprietary ownership in respect of any such aspect of this Master Confirmation.", "output": "Counterparty" } ]

[ { "input": "The Trustee and the Noteholders expressly recognize and agree that the Collateral Agent may be listed as the secured party of record on the various Financing Statements required to be filed under this Indenture in order to perfect the security interest in the Collateral and such listing will not affect in any way the respective status of the other secured parties under the Collateral Agency Agreement as the holders of their respective interests in other collateral. In addition, such listing shall impose no duties on the Collateral Agent other than those expressly and specifically undertaken in accordance with this Indenture and the Collateral Agency Agreement.", "output": "Collateral" } ]

[ { "input": "The Company, by action of the Committee, may at any time and from time to time amend the Plan or may terminate the Plan as provided in this Article X.", "output": "Committee" } ]

[ { "input": "This First Amended and Restated Springing Guaranty amends and restates in its entirety that certain Springing Guaranty dated as of July 1, 2014 made by the Guarantor in favor of Agent and the lenders under the “Existing Credit Agreement” (as defined in the Credit Agreement).", "output": "the “Existing Credit Agreement" } ]

[ { "input": "Schedule 8.5 shows all Deposit Accounts maintained by Obligors, including Dominion Accounts, as of the Closing Date. Subject to Sections 10.1.9 and 10.1.10 , each Obligor shall take all actions necessary to establish Agent’s first priority Lien (subject to Permitted Liens) on each Deposit Account (other than an Excluded Account). Obligors shall be the sole account holders of each Deposit Account and shall not allow any Person (other than Agent and the depository bank) to have control over their Deposit Accounts or any Property deposited therein. Obligors shall promptly notify Agent of any opening or closing of a Deposit Account.", "output": "Sections 10.1.9" } ]

[ { "input": "If any provision of the Plan or any Cash Incentive is determined to be invalid, illegal or unenforceable in any jurisdiction, or as to any person, or would disqualify the Plan or any Cash Incentive under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to applicable laws, or, if it cannot be so construed or deemed amended without, in the Committee's determination, materially altering the intent of the Plan or the Cash Incentive, such provision shall be stricken as to such jurisdiction, person or Cash Incentive, and the remainder of the Plan and any such Cash Incentive shall remain in full force and effect.", "output": "Plan" } ]

[ { "input": "As compensation for your services to the Company, you will receive $12,000 in cash per year for serving as a Director and the Chairman starting from September 8, 2017, which shall be paid to you monthly in arrears as determined by the Company.", "output": "monthly" } ]

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

[ { "input": "All representations and warranties under the Security Agreement are hereby incorporated by reference. Borrower hereby represents and warrants that all each and every representation and warranty given under the Security Agreement is true and accurate as of the date hereof, and will continue to be true and accurate as long as any Indebtedness is owed to the Lender under any Loan Document.", "output": "the Security Agreement" } ]

[ { "input": "Term Revolving Loan Advances shall be used for Borrower's operating and ongoing cash management needs. The Borrower agrees that the proceeds of the Term Revolving Loan are to be used only for the purposes set forth in this Section 2.03(b).", "output": "this Section 2.03(b)" } ]

[ { "input": "Neither Seller, nor any Affiliate of Seller nor any Person that directly or indirectly owns ten percent (10%) or more of the outstanding equity in Seller (collectively, the “ Seller Persons ”), is, or has been determined by the U.S. Secretary of the Treasury to be acting on behalf of, a Blocked Person, or has otherwise been designated as a Person (i) with whom an entity organized under the laws of the United States is prohibited from entering into transactions or (ii) from whom such an entity is prohibited from receiving money or other property or interests in property, pursuant to the Executive Order or otherwise. In addition, no Seller Person is located in, or operating from, a country subject to U.S. economic sanctions administered by OFAC.", "output": "the United States" } ]

[ { "input": "Executive will be granted 15 business days of paid vacation per calendar year and up 90 calendar days of unpaid vacation during the Term; provided, that Executive will use all accrued unused paid vacation days in any year during the Term prior to using days of unpaid vacation. Unused paid vacation will accrue and carry over into a new calendar year during the Term and the amount attributed to accrued and unused paid vacation will be paid to Executive upon the termination of employment. Executive will be provided with sick leave according to the Company’s standard policies.", "output": "Executive" } ]

[ { "input": "The Borrower will use the proceeds of the Term Loans on the Closing 2018 Replacement Term Loan Facility Effective Date solely (i) to consummate the Brink Transactions, (ii) to pay the fees and expenses in connection with the Brink Transactions and (iii) for general corporate purposes. The proceeds of the 2016 Incremental Term Loans shall be used finance a portion of the consideration for the Westfalia Acquisition and to finance other payments under the Westfalia Purchase Agreement, to pay certain fees and expenses and for general corporate purposes. No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of any of the Regulations of the Board, including Regulations T, U and X.", "output": "2016" } ]

[ { "input": "Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under this Agreement would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.", "output": "Party" } ]

[ { "input": "If the Executive commits a breach, or threatens to commit a breach, of any of the provisions of Section 4, the Company shall have the right and remedy to have the provisions of this Agreement specifically enforced by any court having jurisdiction over the matter, it being acknowledged and agreed by the Executive that the services being rendered hereunder to the Company are of a special, unique and extraordinary character and that any such breach or threatened breach will cause irreparable injury to the Company and that money damages will not provide an adequate remedy to the Company. Such right and remedy shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or equity.", "output": "Company" } ]

[ { "input": "Any judgment, order or decree involving a liability of $40,000,000 or more, or one or more judgments, orders, or decrees involving a liability of $80,000,000 or more, in the aggregate, shall be entered against the Parent Guarantor or any of its Subsidiaries and such judgments, orders or decrees shall continue unsatisfied, undischarged and unstayed for a period ending on the first to occur of (i) the last day on which such judgment, order or decree becomes final and unappealable and, where applicable, with the status of a judicial lien or (ii) 60 days; provided that if such judgment, order or decree provides for periodic payments over time then the Parent Guarantor or such Subsidiary shall have a grace period of 30 days with respect to each such periodic payment.", "output": "60 days" } ]

[ { "input": "The Company may purchase and maintain insurance, or cause its Subsidiaries to purchase and maintain insurance, at its or their expense, to protect itself and any Person who is or was serving as a Manager, Officer or agent of the Company or is or was serving at the request of the Company as a manager, director, officer, partner, venturer, proprietor, trustee, employee, agent or similar functionary of another foreign or domestic limited ability company, corporation, partnership, joint venture, sole proprietorship, trust, employee benefit plan or other enterprise against any expense, liability or loss, whether or not the Company would have the power to indemnify such Person against such expense, liability or loss under this Article VI.", "output": "Company" } ]

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

[ { "input": "The merger of the Bauerly Davis-Bacon Plan into the Plan and the resulting transfer of assets described above was designed to comply with Sections 401(a)(12), 411(d)(6) and 414(l) of the Internal Revenue Code and the regulations thereunder. The purpose of this Supplement H-9 is to reflect the merger and to set forth special provisions which shall apply with respect to Participants who had a portion of their Accounts transferred from the Bauerly Davis-Bacon Plan in connection with the merger of such plan (“Supplement H-9 Participants”).", "output": "Sections 401(a)(12)" } ]

[ { "input": "This Agreement constitutes the entire agreement between the parties and supersedes the Prior Employment Agreement and the Change in Control Agreement and all other prior agreements and understandings between the parties with respect to the subject matter hereof; provided , that this Agreement shall not affect or reduce any benefit to which Executive shall be otherwise entitled under the Company’s 2010 Stock Incentive Plan, as amended, or any other plan, agreement or policy of or with the Company. No modification of or amendment to this Agreement, nor any waiver of any rights under this agreement, will be effective unless in writing signed by the party to be charged. Any subsequent change or changes in my duties, salary or compensation will to affect the validity or scope of this Agreement.", "output": "2010" } ]

[ { "input": "This Loan Agreement and the other Loan Documents may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Loan Agreement and the other Loan Documents constitute the entire agreement among the Parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof.", "output": "This Loan Agreement" } ]

[ { "input": "In order to accept this Agreement, Participant must indicate acceptance of the Cash Award and acknowledgment that the terms of the Plan and this Agreement have been read and understood by signing and returning a copy of this Agreement as instructed by the Corporation. By accepting this Agreement, Participant consents to the electronic delivery of prospectuses, annual reports and other information required to be delivered by Securities and Exchange Commission rules (which consent may be revoked in writing by Participant at any time upon three business days’ notice to the Corporation, in which case subsequent prospectuses, annual reports and other information will be delivered in hard copy to Participant).", "output": "Participant" } ]

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

[ { "input": "Conduct its businesses in compliance in all material respects with the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, and other similar anti-corruption legislation in other jurisdictions to the extent applicable to, and binding on, the Credit Parties and maintain policies and procedures designed to promote and achieve, in its reasonable judgment, compliance with such laws.", "output": "the UK Bribery Act 2010" } ]

[ { "input": "The address of the registered office of the Company in the State of Delaware is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801.", "output": "19801" } ]

[ { "input": "(b) . The Company will keep proper books of record and account, in which full and correct entries shall be made of all financial transactions and the asset and business of the Company and its Subsidiaries in accordance with GAAP.", "output": "Company" } ]

[ { "input": "Upon a termination of this Agreement for any reason that results in the return of the Earnest Money to Blackstone, Blackstone shall pay to Steadfast ONE HUNDRED AND NO/100 DOLLARS ($100.00) as independent consideration for Steadfast’s entering into this Agreement, which shall be retained by Steadfast in all instances. The obligation of Blackstone to pay the Independent Consideration to Steadfast is unconditional and shall survive any termination of this Agreement.", "output": "Steadfast" } ]

[ { "input": "Unless earlier terminated pursuant to Section 3(b) or the Plan, the Options shall terminate on the tenth anniversary of the Grant Date (the “ Normal Termination Date ”), if not exercised prior to such date.", "output": "Section 3(b)" } ]

[ { "input": "This Warrant and the Warrant Shares have not been registered under the Securities Act of 1933, as amended (the “ Securities Act ”), and may not be sold, pledged, distributed, offered for sale, transferred or otherwise disposed of in the absence of (i) an effective registration statement under the Act as to this Warrant or such Warrant Shares and registration or qualification of this Warrant or such Warrant Shares under any applicable U.S. federal or state securities law then in effect, or (ii) an opinion of counsel, reasonably satisfactory to the Company, that such registration or qualification is not required. Each certificate or other instrument for Warrant Shares issued upon the exercise of this Warrant shall bear a legend substantially to the foregoing effect.", "output": "Company" } ]

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

[ { "input": "No Investor may effect any Acquisition or Transfer of any Shares without the prior written approval of the Board, such approval not to be unreasonably withheld or delayed; provided that the Board’s disapproval shall be deemed reasonable in the event that the Board is advised by outside counsel that any proposed Acquisition or Transfer would be reasonably likely to result in an Ownership Change, and provided further, that the Board shall have the right to condition its approval upon any proposed Transferee agreeing to be subject to the terms and conditions set forth in this Agreement. Without limiting the generality of this Section 3.1 , the additional procedures of Section 3.3 shall apply to any proposed Acquisition or Transfer for value.", "output": "Section 3.3" } ]

[ { "input": "Subject to Section 3.4, (a) NuLeaf Cultivation is in compliance with all applicable environmental laws, regulations, ordinances, orders, writs, decrees and judgments and has obtained and is in compliance with all required environmental permits and approvals, and (b) there are no environmental actions pending or, threatened, against NuLeaf Cultivation or any of its affiliates.", "output": "NuLeaf Cultivation" } ]

[ { "input": "The representations and warranties contained in the Credit Agreement, as amended by this Amendment, are true on and as of the date hereof with the same force and effect as if made on and as of the date hereof, except for those representations and warranties that by their terms are made as of a specific date, which representations and warranties Borrower hereby remakes as of such date.", "output": "the Credit Agreement" } ]

[ { "input": "If, after a Change of Control and during the Employment Term, the Employee’s status as an employee is terminated (1) by reason of the Employee’s death or Disability, (1) by the Company for Cause or (1) voluntarily by the Employee other than for Good Reason, this Agreement shall terminate without further obligation to the Employee or the Employee’s legal representatives (other than the timely payment or provision of those already accrued to the Employee, imposed by law or imposed pursuant to employee benefit or compensation plans, programs, practices, policies or agreements maintained by the Company or its Affiliates).", "output": "1" } ]

[ { "input": "Except as otherwise provided above, your right to receive a credit of Share Units shall be forfeited automatically without further action or notice in the event that you cease to be continuously employed by Teradata through December 31, 2019.", "output": "December 31, 2019" } ]

[ { "input": "In the event that Borrower fails to perform any obligations under any of the Loan Documents, Agent may perform such obligations and Borrower agrees to reimburse Agent for all funds expended by Agent and all costs related thereto.  If Borrower does not reimburse Agent within ten (10) days after demand by Agent, interest shall accrue on such reimbursement obligations at the Default Rate.", "output": "Agent" } ]

[ { "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": "Schedule 10.1.13" } ]

[ { "input": "The Bank agrees to pay you the gross sum of $10,153.85 (which reflects an amount equal to 52.8 hours of accrued but unused PTO), which shall be paid to you on the Bank’s next regularly scheduled payroll period following your Last Day.", "output": "52.8 hours" } ]

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

[ { "input": "This Agreement constitutes the entire agreement between Lender and Tenant with regard to the subordination of the Lease to the Security Documents and the rights and obligations of Tenant and Lender as to the subject matter of this Agreement, and shall supersede and cancel, but only insofar as would affect the priority between the Security Documents and the Lease, any prior agreements as to such subordination, including, without limitation, those provisions, if any, contained in the Lease which provide for the subordination of the Lease to a deed or deeds of trust, a mortgage or mortgages, a deed or deeds to secure debt or a trust indenture or trust indentures.", "output": "Tenant" } ]

[ { "input": "The Executive will serve as Executive Vice President – Exploration and Production for the Company, and in such other positions as might be mutually agreed upon by the parties. The Executive shall perform all of the duties required to fully and faithfully execute the office and position to which the Executive is appointed, and such other duties as may be reasonably requested by the Executive's supervisor or by the Company. During the term of this Agreement, the Executive may be nominated for election or appointed to serve as a director or officer of any of the Company's affiliated entities as determined in such affiliates' Board of Directors' sole discretion. The services of the Executive will be requested and directed by the Company's Chief Executive Officer, Robert D. Lawler.", "output": "Board of Directors'" } ]

[ { "input": "The Company and the Representative may from time to time supplement or amend this Purchase Option without the approval of any of the Holders in order to cure any ambiguity, to correct or supplement any provision contained herein that may be defective or inconsistent with any other provisions herein, or to make any other provisions in regard to matters or questions arising hereunder that the Company and the Representative may deem necessary or desirable and that the Company and the Representative deem shall not adversely affect the interest of the Holders.  All other modifications or amendments shall require the written consent of and be signed by the party against whom enforcement of the modification or amendment is sought.", "output": "Company" } ]

[ { "input": "Executive understands that the nature of Executive’s position gives him access to and knowledge of Confidential Information and places him in a position of trust and confidence with the Company. Executive understands and acknowledges that the intellectual services he provides to the Company are unique, special, or extraordinary. Executive further understands and acknowledges that the Company’s ability to reserve these for the exclusive knowledge and use of the Company is of great competitive importance and commercial value to the Company, and that improper use or disclosure by Executive is likely to result in unfair or unlawful competitive activity.", "output": "Executive" } ]

[ { "input": "This Agreement shall automatically terminate without further action upon the earliest to occur of (a) the Charter Closing (provided the provisions in Section 1 hereof shall automatically terminate upon the Parent Unitholder Consent being obtained), (b) the termination of the Merger Agreement in accordance with its terms and (c) the written agreement of BAM and the Company, upon recommendation of the Special Committee, to terminate this Agreement (the “ Expiration Date ”).", "output": "BAM" } ]

[ { "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": "Plan" } ]

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

[ { "input": "The Company may, in its sole discretion, decide to deliver any documents related to the Performance Share Unit grant under and participation in the Plan or future Performance Share Units that may be granted under the Plan by electronic means or to request Awardee’s consent to participate in the Plan by electronic means. Awardee hereby consents to receive such documents by electronic delivery and to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company, including the acceptance of performance share unit grants and the execution of performance share unit agreements through electronic signature.", "output": "Company" } ]

[ { "input": "If, after a Change of Control and during the Employment Term, the Employee’s status as an employee is terminated (1) by reason of the Employee’s death or Disability, (1) by the Company for Cause or (1) voluntarily by the Employee other than for Good Reason, this Agreement shall terminate without further obligation to the Employee or the Employee’s legal representatives (other than the timely payment or provision of those already accrued to the Employee, imposed by law or imposed pursuant to employee benefit or compensation plans, programs, practices, policies or agreements maintained by the Company or its Affiliates).", "output": "Company" } ]

[ { "input": "The Purchaser is a corporation incorporated, existing and in good standing under the Laws of the jurisdiction of its incorporation.", "output": "the Laws" } ]

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

[ { "input": "Each Market Stock Unit represents a value equal to the Fair Market Value of a Share on the date it is granted.  Unless and until the Market Stock Units will have vested in the manner set forth in Sections 3, 4 and 5, Participant will have no right to payment of any such Market Stock Units.  Prior to actual payment of any vested Market Stock Units, such Market Stock Unit will represent an unsecured obligation of the Company, payable (if at all) only from the general assets of the Company. Payment of any vested Market Stock Units will be made in whole Shares only and any fractional Shares will be forfeited at the time of payment.", "output": "Company" } ]

[ { "input": "Duly executed originals of Intellectual Property Security Agreements, dated the Restatement Date in form and substance reasonably satisfactory to Agent (it being understood that the forms attached to the U.S. Security Agreement are reasonably satisfactory to Agent).", "output": "the U.S. Security Agreement" } ]

[ { "input": "Section 4.6 of the Original Lease shall apply with respect to each Suite 1500 Expense Year and each SGE And CWSE Statement.", "output": "Section 4.6" } ]

[ { "input": "SEL will retain records and documents relating to the manufacture and supply of Key Intermediate for periods meeting all applicable regulations of the FDA, or other applicable regulatory authority.", "output": "Key Intermediate" } ]

[ { "input": "A Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in Section 10.5 .", "output": "Section 10.5" } ]

[ { "input": "(a) Notwithstanding any provision of this Credit Agreement to the contrary, all rights of the Guarantors under Section 9.7 and 9.8 and all other rights of indemnity, contribution or subrogation under applicable law Applicable Law or otherwise shall be fully subordinated to the indefeasible payment in full in cash of the Obligations. No failure on the part of the Borrower or any Guarantor to make the payments required by Sections 9.7 and 9.8 (or any other payments required under applicable law Applicable Law or otherwise) shall in any respect limit the obligations and liabilities of any Guarantor with respect to its obligations hereunder, and each Guarantor shall remain liable for the full amount of its obligations hereunder.", "output": "Sections 9.7 and 9.8" } ]