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scholarly360

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contracts-extraction-instruction-llm-experiments

like 7

[ { "input": "If a Change in Control occurs when Executive is employed by the Company, the Company will continue thereafter to employ Executive during the period commencing on the date of a Change in Control and ending on the first anniversary of such date (the “Employment Period”), and thereafter in accordance with Section 2 of this Agreement, and the Executive will remain in the employ of the Company in accordance with and subject to the terms and provisions of this Agreement.", "output": "Executive" } ]

[ { "input": "After the Award Date, the Participant shall be entitled to cash dividends and voting rights with respect to the shares of Restricted Stock subject to the Award even though such shares are not vested, provided that such rights shall terminate immediately as to any shares of Restricted Stock that are forfeited pursuant to Section 8 below.", "output": "Section 8" } ]

[ { "input": "(a) Purchaser is not an “employee benefit plan” within the meaning of Section 3(3) of ERISA that is subject to Title I of ERISA or a “plan” within the meaning of and subject to Section 4975 of Code, (b) Purchaser’s assets do not constitute “plan assets” within the meaning of 29 C.F.R. §2510.3-101, as modified by Section 3(42) of ERISA, and (c) Purchaser is not a “governmental plan” within the meaning of Section 3(32) of ERISA, and the execution of this Agreement and the purchase of the Property by Purchaser is not subject to state statutes regulating investments of and fiduciary obligations with respect to governmental plans.", "output": "ERISA" } ]

[ { "input": "The execution, delivery, and performance of the Transaction Agreements by the Company has been duly authorized by all requisite action on the part of the Company and its officers, directors and stockholders, and this Agreement constitutes the legal, valid, and binding obligation of the Company enforceable in accordance with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, and (b) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies (the “ Enforceability Exceptions ”).", "output": "the “ Enforceability Exceptions ”" } ]

[ { "input": "The Company shall fail duly and punctually to perform or observe any agreement, covenant or obligation binding on the Company under Sections 6.01 , 6.02(a) , 6.03 , 6.08 , 6.12 , 6.13 , 6.19(iii) , 6.19(iv) , 6.19(vi) or 6.21 or 6.22 , Article VII or Section 3(a) or 6 of Amendment No. 5; provided that no Default or Event of Default shall occur by reason of the Company failing to comply with Section  7.18(a) or Section  7.18(b) for the fiscal quarter ending March 31, 2018 until the earlier of (x) June 18, 2018 and (y) the termination of any Hydra Transaction Documentation.", "output": "Hydra" } ]

[ { "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": "Fourth Amendment" } ]

[ { "input": "Executive acknowledges that the Company has offered him fifty-three (53) days to consider the terms and conditions of this Release, and to decide whether to sign and enter into this Release. In the event that Executive elects to sign this Release prior to the expiration of the fifty-three (53) day period, he acknowledges that in doing so he will voluntarily waive the balance of the permitted period. Executive understands and agrees that any changes to the initially drafted terms of this Release are not material and shall not restart the running of this period.", "output": "fifty-three (53) day" } ]

[ { "input": "In the event of any termination of Executive’s employment under this Section 8, Executive shall be under no obligation to seek other employment and there shall be no offset against amounts due to Executive under this Agreement on account of any compensation attributable to any subsequent employment that she may obtain except as specifically provided in this Section 8. Notwithstanding anything contained in this Agreement to the contrary, the payments and benefits set forth in this Section 8 shall be provided to Executive in lieu of any benefits to which Executive may be entitled to receive under any other severance or change-in-control plan, program, policy or arrangement of the Company.", "output": "this Section " } ]

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

[ { "input": "Employee will resign her employment effective October 28, 2016 (“Termination Date”). On the Termination Date, Employee shall receive payment for: (a) all salary earned through the Termination Date in the amount of Seven Thousand One Hundred Fifteen Dollars and Thirty-Eight Cents ($7,115.38); (b) unpaid bonus compensation earned in 2016 in the amount of Twenty Seven Thousand Eight Hundred Five Dollars and Thirty-Seven Cents ($27,805.37); and (c) all accrued, unused paid time off through the Termination Date in the amount of Thirty One Thousand Three Hundred Seven Dollars and Sixty-Nine Cents ($31,307.69).", "output": "7,115.38" } ]

[ { "input": "For avoidance of doubt, it is understood that nothing in this Agreement shall prevent any ABL Secured Party or any Term Loan Secured Party from exercising any available remedy to accelerate the maturity of any indebtedness or other obligations owing under the ABL Documents or the Term Loan Documents, as applicable, or to demand payment under any guarantee in respect thereof.", "output": "the Term Loan Documents" } ]

[ { "input": "None of the Parties may rely on the failure of any condition set forth in Section 6.1 , Section 6.2 or Section 6.3 , as the case may be, if such failure was caused by such Party’s failure to comply with any provision of this Agreement or by facts specific to such Party in relation to any such condition.", "output": "Section 6.1" } ]

[ { "input": "TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is entered into this 5th day of September, 2018, by and between SILICON VALLEY BANK , a California banking corporation (“Bank”), and A10 NETWORKS, INC. , a Delaware corporation (“Borrower”), whose address is 3 West Plumeria Drive, San Jose, CA 95134.", "output": "A10 NETWORKS, INC." } ]

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

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

[ { "input": "Except as expressly provided, nothing expressed or implied in this Agreement is intended or shall be construed to confer upon or give to any person, firm or corporation, other than the parties to this Agreement, or other persons who become bound by the terms of this Agreement, any rights or remedies under or by reason of any term, provision, condition, or agreement contained in this Agreement; provided, however, that it is expressly understood and agreed that the provisions, terms and conditions of this Agreement shall be binding upon and shall inure to the benefit of and shall be enforceable by the Corporation, Shareholders and/or beneficiaries or the estate of any deceased Shareholder and the successors or assigns of the Corporation.", "output": "Corporation" } ]

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

[ { "input": "This Award Agreement will be governed by the laws of Washington, without giving effect to the conflict of law principles thereof. For purposes of litigating any dispute that arises under the Restricted Stock Units or this Award Agreement, the parties hereby submit to and consent to the jurisdiction of the State of Washington, and agree that such litigation will be conducted in the courts of Seatle, Washington or the federal courts for the United States for the District of Washington, and no other courts.", "output": "this Award Agreement" } ]

[ { "input": "At the time Purchaser was offered the Preferred Stock, it was, and as of the date hereof it is, it will be either: (i) an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act or (ii) a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act.", "output": "the Securities Act" } ]

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

[ { "input": "At the time such Purchaser was offered the Securities, it was, and as of the date hereof it is, an “accredited investor” as defined in Rule 501 under Securities Act.", "output": "Rule 501 under Securities Act" } ]

[ { "input": "The Borrower shall deliver to the Administrative Agent each of the items set forth in Schedule II attached hereto within the time requirements set forth in Schedule II with respect to (a) each Domestic Subsidiary of the Borrower created or acquired after the Effective Date and (b) each Person that becomes a guarantor of all or a portion of the obligations under the Revolving Loan Documents.", "output": "the Revolving Loan Documents" } ]

[ { "input": "In the event that Executive’s employment ceases due to his death or Disability, Executive shall be entitled to the following (in addition to all accrued compensation and benefits through the date of termination): (i) the costs of continuing family health insurance coverage under COBRA for 18 months (payable each month as such premiums are due) following termination of employment, provided, that the Company may, in its sole discretion, (A) pay such amounts directly to the applicable provider or (B) pay an equivalent amount directly to Executive (or his designated beneficiary or legal representative, if applicable), (ii) the Post-Employment Annual Bonus and (iii) Accelerated Vesting upon termination.", "output": "Company" } ]

[ { "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": "125%" } ]

[ { "input": "The PAC REIT fails to maintain its status as a REIT.", "output": "The PAC REIT" } ]

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

[ { "input": "Each reference to the Credit Agreement in any Loan Document shall hereafter be construed as a reference to the Credit Agreement as modified hereby.  Except as otherwise specifically provided, this Amendment shall not, by implication or otherwise, limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of any party under, the Credit Agreement or any other Loan Document, nor alter, modify, amend or in any way affect any provision of the Credit Agreement or any other Loan Document, including, without limitation, the guarantees, pledges and grants of security interests, as applicable, under each of the Collateral Documents, all of which are ratified and affirmed in all respects and shall continue in full force and effect.  This Amendment is a Loan Document.", "output": "the Credit Agreement" } ]

[ { "input": "The Collateral Trustee is not required to prepare, serve, file, register or record any instrument creating, releasing or subordinating its security interest in any Collateral.", "output": "Collateral" } ]

[ { "input": "The Participant shall be solely responsible for paying to the Company all required federal, state, city and local income and employment taxes which arise on the vesting of the Performance Shares. The Committee, in its sole discretion and subject to such rules as it may adopt, shall require the Participant to satisfy any withholding tax obligation by having the Company retain Performance Shares which have a Fair Market Value, determined as of the date of payment for such Performance Shares to the Participant, equal to the amount of the minimum withholding tax to be satisfied by that retention.", "output": "Participant" } ]

[ { "input": "The Corporation and the Bank shall indemnify Executive, to the fullest extent permitted by applicable law, with respect to any threatened, pending or contemplated action, suit or proceeding brought against him by reason of the fact that he is or was a director, officer, employee or agent of the Corporation and the Bank or is or was serving at the written request of the Corporation as a director, officer, employee or agent of another person or entity. Executive’s right to indemnification provided herein is not exclusive of any other rights to which Executive may be entitled under any bylaw, agreement, vote of shareholders or otherwise, and shall continue beyond the term of this Agreement.", "output": "Executive" } ]

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

[ { "input": "During the Term, Employee agrees to devote his: (a) full business time, attention and energies to the business of the Company; and (b) reasonable, good faith efforts, skills and abilities to faithfully perform such duties as are customary and appropriate in his capacity as President as set forth in Section 2.3 above, in each case to the best of his ability.  Employee will have all power and authority reasonably required to enable him to discharge such duties in an effective manner, including the authority to bind the Company.  Employee agrees to comply with all Company Policies in the performance of his duties hereunder.", "output": "Company" } ]

[ { "input": "The issuance and sale after the Closing Date by Borrower or any of its Subsidiaries of any equity securities of such Person (other than equity securities issued to Borrower or any one or more of its Subsidiaries in their respective Subsidiaries), and the contribution of additional equity capital to Borrower.", "output": "Borrower" } ]

[ { "input": "This Contract shall become effective on the date (“ Effective Date ”) of receipt by Hawaiian Electric of the Commission’s final or interim Commission Approval Order, and Hawaiian Electric will provide Seller with written notice of the same within five (5) business days from receipt by Hawaiian Electric. Alternatively, the Parties may agree in writing that some other date shall be deemed the Effective Date. Neither Party shall have any binding obligations under this Contract until the Effective Date, except that the Parties agree that upon full execution of this Contract they will be bound by Section 2.2 (Regulatory Approval), Section 11.1 (Force Majeure), Section 12.1 (Compliance with Laws and Regulations), Section 14.1 (Indemnity) and all provisions of Article XVI and Article XVII .", "output": "five (5) business days" } ]

[ { "input": "Except with respect to obtaining the Required Consents for the Leases set forth on Schedule 3.2, Parent and Company have the full and unrestricted power to sell, assign, transfer and deliver the Assets in accordance with the terms of this Agreement, free and clear of all Encumbrances and there are no claims or actions pending with respect to the title of the Assets, except for those arising under this Agreement in favor of Buyer.", "output": "Parent" } ]

[ { "input": "This Amendment No. 3 may be signed in any number of separate counterparts. Each counterpart, when signed and delivered (including counterparts delivered by facsimile transmission), will be an original, and the counterparts will together constitute one and the same instrument.", "output": "This Amendment No. 3" } ]

[ { "input": "This Warrant shall be binding upon any successors or assigns of the Corporation.", "output": "Corporation" } ]

[ { "input": "Acquisition Agreement ” — that certain Contribution Agreement and Agreement and Plan of Merger, dated as of November 7, 2018 (as amended, modified, supplemented or waived solely in accordance with Section 7.02(b)), by and among Anadarko, the General Partner, the Borrower, Anadarko E&P Onshore LLC, APC Midstream Holdings, LLC, Western Gas Equity Holdings, LLC, Western Gas Equity Partners, LP, Clarity Merger Sub, LLC, WGR Asset Holding Company LLC, WGR Operating, LP, Kerr-McGee Gathering LLC, Kerr-McGee Worldwide Corporation and Delaware Basin Midstream, LLC.", "output": "Delaware Basin Midstream, LLC" } ]

[ { "input": "All payments and benefits under this Agreement shall be made subject to applicable withholding, and the Corporation and/or Partnership, as applicable, shall withhold from any payments or benefits under this Agreement all federal, state and local income, payroll, excise and other taxes, as the Corporation or Partnership believes it is required to withhold pursuant to any law or governmental rule or regulation. Except as specifically provided otherwise in this Agreement, the Executive shall bear all expense of, and be solely responsible for, all federal, state and local taxes due with respect to any payment and benefits received under this Agreement.", "output": "Corporation" } ]

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

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

[ { "input": "Vesting of Performance and Time-based Shares takes place at the end of the three (3) year measurement period and the number of Shares is based upon the Enterprise Value (“EV”) achievement over the three (3) year measurement period beginning with the fiscal year in which the SWX Shares are granted. EV is defined by Enterprise Value (EV) = (EBITDA x Multiplier) – Net Debt. The time-based award is not subject to a threshold to generate a payment to the Grantee. Time‑based award amounts, however, are impacted by the change in EV at the end of the measurement period. The change in EV at the end of the measurement period, will determine the number (amount) of shares. Time based awards are capped at ____% of the target amount.", "output": "the fiscal year" } ]

[ { "input": "Pursuant to Section 4.7 of the Employment Agreement, Employee will , subject to Employee’s compliance with the provisions of Section 7 of this Separation Agreement, receive payment in January 2018 of the “ 2017 Retention Bonus ”   thereunder in the amount of $ 6 75 , 675   (less applicable tax withholdings).", "output": "$ 6 75 , 675" } ]

[ { "input": "As soon as practicable after any payment of Taxes by any Loan Party to a Governmental Authority as provided in this §3.1 , the Company shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of any return required by laws to report such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.", "output": "this §3.1" } ]

[ { "input": "This Section 9 may be amended, waived, discharged or terminated by a written instrument signed by the Corporation and the holders of at least fifty percent (50%) of the Registrable Securities and any such amendment, waiver, discharge or termination shall be binding on all holders of Registrable Securities.", "output": "at least fifty percent" } ]

[ { "input": "During the Second Expansion Space Term with respect to the Second Expansion Space, Tenant shall be entitled to use an additional one hundred fifty (150) unreserved parking spaces in the Parking Facility in accordance with the terms of the Lease.", "output": "150" } ]

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

[ { "input": "Notice of prepayment or commitment reduction pursuant to clauses (a) and (b) above shall not thereafter be revocable by Borrower (unless such notice expressly conditions such prepayment upon consummation of a transaction which is contemplated to result in prepayment of the Loans, in which event such notice may be revocable or conditioned upon such consummation) and Agent will promptly notify each Lender thereof and of such Lender’s Commitment Percentage of such prepayment or reduction.  The payment amount specified in a notice of prepayment shall be due and payable on the date specified therein.  Together with each prepayment under this Section 2.7, the Borrowers shall pay any amounts required pursuant to Section 11.4.", "output": "Section 11.4." } ]

[ { "input": "All judicial proceedings arising in or under or related to this Amendment may be brought in any state or federal court of competent jurisdiction located in the State of California. By execution and delivery of this Amendment, each party hereto generally and unconditionally: (a) consents to personal jurisdiction in San Mateo County, State of California; (b) waives any objection as to jurisdiction or venue in San Mateo County, State of California; (c) agrees not to assert any defense based on lack of jurisdiction or venue in the aforesaid courts; and (d) irrevocably agrees to be bound by any judgment rendered thereby in connection with this Amendment.", "output": "California" } ]

[ { "input": "The Shares shall vest in increments, in accordance with the following schedule: (i) 2,682 Shares shall vest on May 31, 2017; and (ii) 1,640 Shares shall vest in seven (7) equal monthly installments starting with June 30, 2017 and at the end of each month thereafter. May 31, 2017 and each month end thereafter, being referred to herein as, a “ Vesting Date ”. There shall be no proportionate or partial vesting in the periods prior to the applicable Vesting Date and all vesting shall occur only on the appropriate Vesting Date provided Participant is then providing services to the Company or, if Participant is no longer providing services to the Company, Participant’s employment was terminated without cause by the Company.", "output": "Company" } ]

[ { "input": "If a Change in Control occurs when Executive is employed by the Company, the Company will continue thereafter to employ Executive during the period commencing on the date of a Change in Control and ending on the first anniversary of such date (the “Employment Period”), and thereafter in accordance with Section 2 of this Agreement, and the Executive will remain in the employ of the Company in accordance with and subject to the terms and provisions of this Agreement.", "output": "Executive" } ]

[ { "input": "Declare the principal of, and interest on, the Loan and the Note at the time outstanding and all other amounts owed to the Lender under this Agreement or any of the other Loan Documents and all other Obligations to be forthwith due and payable, whereupon all of the foregoing shall immediately become due and payable without presentment, demand, protest or other notice of any kind, all of which are expressly waived, anything in this Agreement or the other Loan Documents to the contrary notwithstanding, that upon the occurrence of an Event of Default specified in Sections 10.01(e) or 10.01(f) , all Obligations shall automatically become due and payable .", "output": "10.01(e)" } ]

[ { "input": "Except as otherwise determined by the Committee in its sole discretion in a manner compliant with Section 409A of the Code, a Participant shall receive a lump sum cash distribution in respect of the Vested portion of his or her Mutual Fund Share Investment Account as soon as practicable following the date such portion becomes Vested, but subject to the provisions of Section 6.3, in no case later than 2.5 months following the end of the taxable year in which such portion becomes Vested.", "output": "Section 6.3" } ]

[ { "input": "As of the date of the most recent Financial Statement supplied to the Buyer, there are no material liabilities, obligations or claims of any nature of or against DMSI (whether or not, threatened, accrued, contingent, absolute, unliquidated, asserted or otherwise, whether due or to become due) which were not disclosed or reflected fully on the said Financial Statement (“Undisclosed Liabilities”). As of the date hereof, DMSI has no material liabilities of any nature other than those disclosed in the Financial Statements or which arose since such date in the ordinary course of business consistent with past practice.", "output": "DMSI" } ]

[ { "input": "Tenant acknowledges that Tenant is in possession of the Premises and, except as specifically set forth in this First Amendment, Tenant accepts the same “as is”, without any obligation on the part of Landlord to refurbish the Premises, and without any representation by Landlord to Tenant as to the condition of the Premises and Tenant is satisfied with the condition of the Premises as it relates to the suitability of the Premises for Tenant’s purposes.", "output": "Tenant" } ]

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

[ { "input": "Each award of Compensation will specify whether the Participant’s disability (which shall fall within the meaning of the term in Code §409A(a)(2)(A)(ii)) will trigger a payout and when such payout(s) shall occur.", "output": "Code §409A(a)(2)(A)(ii))" } ]

[ { "input": "In the event that Executive breaches or attempts to breach the Covenants, the Company shall be entitled to reimbursement from Executive for all costs and expenses associated with any successful action to enforce any of the Covenants, including but not limited to reasonable attorneys’ fees and costs of litigation. Should the Company file an action against Executive relating to a breach of the Covenants, and a court of competent jurisdiction determines that Executive did not breach any of the Covenants, Executive shall be entitled to reimbursement from the Company of all costs and expenses associated with defending against such action asserting a breach, including reasonable attorneys’ fees and costs.", "output": "Executive" } ]

[ { "input": "The Company shall pay to the Employee a salary at the rate in effect for Employee at the date of this Agreement. Such salary is to be payable in installments in accordance with the payroll policies of the Company in effect from time to time during the term of this Agreement. The Company may (but is not required to) make such upward adjustments to the Employee's salary as it deems appropriate from time to time.", "output": "Company" } ]

[ { "input": "The Conoco General Provisions – Domestic Crude Oil Agreements, dated January 1, 1993, which are attached as Exhibit A , with those certain Buy/Sell Amendments thereto, dated February 26, 2009, which are attached as Exhibit B (as so amended, the “ General Terms ”) are incorporated herein by reference. Except to the extent otherwise specified in the main body of this Agreement, the General Terms shall apply to the purchase and sale of the Crude Oil under this Agreement. If any ambiguity or conflict should arise between the main body of this Agreement and the General Terms, the provisions of the main body of this Agreement shall prevail.", "output": "the General Terms" } ]

[ { "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": "US Dollars four million" } ]

[ { "input": "Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) the Transaction Documents, whenever Buyer exercises a right, election, demand or option under a Transaction Document and the Company or any Subsidiary does not timely perform its related obligations within the periods therein provided, then Buyer may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company or such Subsidiary (as the case may be), any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights.", "output": "Company" } ]

[ { "input": "The Company has provided to Parent a true and complete copy of all Contracts pursuant to which any Warrant is outstanding. As of the Effective Time, all Warrants shall be cancelled or otherwise terminated in accordance with the Warrant Surrender Agreement or otherwise and no Person will have any rights with respect to any Warrant other than the right to receive the payments specified in Section 2.12(b) .", "output": "the Warrant Surrender Agreement" } ]

[ { "input": "TARGET is a corporation duly organized, validly existing and in good standing under the laws of California. TARGET has all requisite power and authority to carry on its business as now conducted and as proposed to be conducted. TARGET is duly qualified to transact business and is in good standing in each jurisdiction in which the failure so to qualify could have a material adverse effect on Target’s Condition. However, Target needs to reinstate the TARGET SUBSIDIARIES within 30 days of closing .", "output": "TARGET" } ]

[ { "input": "This Award Agreement shall be governed in all respects, including, but not limited to, as to validity, interpretation and effect, by the internal laws of the State of Delaware, without reference to principles of conflict of law that would require application of the law of another jurisdiction.  Subject to the dispute resolution provision contained herein, any judicial action to enforce, interpret or challenge this Award Agreement shall be brought in the federal or state courts located in the State of Delaware, which shall be the exclusive forum for resolving such disputes.  Both parties irrevocably consent to the personal jurisdiction of such courts for purposes of any such action.", "output": "This Award Agreement" } ]

[ { "input": "Subject to the terms and conditions of this Agreement, on September 30, 2016 or such earlier date as Buyer and the Company may agree (the “ Closing Date ”), Company shall issue and sell to Buyer, and Buyer shall purchase in two equal tranches, a number of newly-issued shares of common stock of the Company equal to a total of 19.9% of the total number of issued and outstanding shares of common stock of the Company, as measured on the date of this Agreement, for a price of $0.45 per share (the shares to be purchased, the “ Shares ”).  The first tranche will be purchased at the closing date and the second tranche must be purchased by December 31, 2016.", "output": "two" } ]

[ { "input": "The rights and duties of Civista and the Participant under this Agreement shall in all respects be subject to and governed by the provisions of the Plan, the terms of which are incorporated herein by reference.  In the event of any conflict between the provisions in the Agreement and those of the Plan, the provisions of the Plan shall govern.  Unless otherwise provided herein, capitalized terms in this Agreement shall have the same definitions as set forth in the Plan.", "output": "Plan" } ]

[ { "input": "Subject to the provisions of the Plan, the Committee (or, with respect to Directors, the Board) shall have full and final authority to select those Eligible Employees who will receive Options and/or Awards, but no person shall receive any Options or Awards unless he or she is an employee of the Company or a Subsidiary, or a Director, at the time the Option or Award is granted.", "output": "Company" } ]

[ { "input": "The Company has been organized as a Delaware limited liability company by filing a certificate of formation (the “ Certificate ”) under the Act on December 16, 2015. The Certificate is in all respects approved, and the Members hereby agree to continue the Company.", "output": "Delaware" } ]

[ { "input": "This Fifth Amendment shall be binding upon and inure to the benefit of the Borrower, the Servicer, the Administrative Agent, each Lender, the Lender Agents, the Collateral Agent, the Backup Servicer, the Account Bank, the Collateral Custodian, the Collateral Administrator and their respective successors and permitted assigns.", "output": "This Fifth Amendment" } ]

[ { "input": "In the event that Executive breaches or attempts to breach the Covenants, the Company shall be entitled to reimbursement from Executive for all costs and expenses associated with any successful action to enforce any of the Covenants, including but not limited to reasonable attorneys’ fees and costs of litigation. Should the Company file an action against Executive relating to a breach of the Covenants, and a court of competent jurisdiction determines that Executive did not breach any of the Covenants, Executive shall be entitled to reimbursement from the Company of all costs and expenses associated with defending against such action asserting a breach, including reasonable attorneys’ fees and costs.", "output": "Company" } ]

[ { "input": "The Employee agrees not to export, directly or indirectly, any United States technical data acquired from the Company, or any products utilizing such data, to any country(ies) outside of the United States, because such export could be in violation of United States export laws or regulations (or other laws or regulations).", "output": "United States" } ]

[ { "input": "Natural Retail Group, Inc., a Delaware corporation, Albert’s Organics, Inc., a California corporation, United Natural Trading, LLC, a Delaware limited liability company, Blue Marble Brands, LLC, a Delaware limited liability company, Select Nutrition, LLC, a Delaware limited liability company, Tony’s Fine Foods, a California corporation, Nor-Cal Produce, Inc., a California corporation, and, subject to the prior written consent of the Administrative Agent with respect to any Person that is not a Canadian Subsidiary or a Domestic Subsidiary, each other Person who guarantees payment or performance of any Obligations.", "output": "Tony’s Fine Foods" } ]

[ { "input": "(i) At any time following December 31, 2022, the Corporation may elect to redeem up to fifty percent (50.0%) of the outstanding shares of Series B Preferred Stock, and (ii) at any time following December 31, 2023, the Corporation may elect to redeem up to one hundred percent (100.0%) of the outstanding shares of Series B Preferred Stock (each, an “ Optional Redemption ”), for an amount in cash per share of Series B Preferred Stock equal to the Redemption Price per share of Series B Preferred Stock.", "output": "December 31, 2022" } ]

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

[ { "input": "Only the CEO and such other executive officers of the Company, if any, as shall be designated by the Committee are eligible to participate in the Executive Officer Incentive Plan. The Executive Officer Incentive Plan is designed with the intent that Incentive Awards earned hereunder are eligible to be fully deductible by the Company in accordance with the deduction limits of Section 162(m) of the Code.", "output": "Company" } ]

[ { "input": "The Company will provide and pay all such reasonable expenses related to Executive’s use of mobile technology during the Term of Employment, including monthly fees for business use of a cellular telephone, a wireless email device ( e.g. , a “Blackberry”), a personal digital assistant (PDA), and a laptop computer, in each case as approved by the Company, to allow Executive to perform his job duties outside of the Company’s offices.", "output": "Company" } ]

[ { "input": "(a) Purchaser is not an “employee benefit plan” within the meaning of Section 3(3) of ERISA that is subject to Title I of ERISA or a “plan” within the meaning of and subject to Section 4975 of Code, (b) Purchaser’s assets do not constitute “plan assets” within the meaning of 29 C.F.R. §2510.3-101, as modified by Section 3(42) of ERISA, and (c) Purchaser is not a “governmental plan” within the meaning of Section 3(32) of ERISA, and the execution of this Agreement and the purchase of the Property by Purchaser is not subject to state statutes regulating investments of and fiduciary obligations with respect to governmental plans.", "output": "ERISA" } ]

[ { "input": "In the event a bankruptcy or other insolvency proceeding is commenced by or against the Borrower or any Guarantor with respect to the Obligations, the Agent shall have the sole and exclusive right to file and pursue a joint proof claim on behalf of all Lenders.  Any votes with respect to such claims or otherwise with respect to such proceedings shall be subject to the vote of the Required Lenders or all of the Lenders as required by this Agreement.  Each Lender irrevocably waives its right to file or pursue a separate proof of claim in any such proceedings unless Agent fails to file such claim within thirty (30) days after receipt of written notice from the Lenders requesting that Agent file such proof of claim.", "output": "thirty (30) days" } ]

[ { "input": "This Separation Agreement may be executed in one or more counterparts, each of which when so executed shall be deemed to be an original, and all such counterparts together shall constitute but one and the same instrument.  Your signature below reflects your understanding of, and agreement to, the terms and conditions set forth above.", "output": "This Separation Agreement" } ]

[ { "input": "(a) The Audited Financial Statements, reported on by and accompanied by an unqualified report from an independent certified public accounting firm of national reputation, present fairly in all material respects the consolidated financial condition of the Borrower and its Subsidiaries as at December 31, 2017 and, to the extent available on the Closing Date, December 31, 2018, as applicable, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended.", "output": "December 31, 2017" } ]

[ { "input": "The waiver by either Party of a default or a breach of any provision of this Agreement by the other Party will not operate or be construed to operate as a waiver of any subsequent default or breach. The continued performance by either Party with knowledge of the existence of a default or breach will not operate or be construed to operate as a waiver of any default or breach. Any waiver by a Party of a particular provision or right will be in writing, will be as to a particular matter and, if applicable, for a particular period of time and will be signed by such Party.", "output": "Party" } ]

[ { "input": "The company will reimburse the Executive, on a monthly basis, for the cost of temporary housing in the Indianapolis area for 6 months. The Monthly amount is not to exceed $2,500. The Executive will be responsible for providing evidence of the cost of the temporary housing via the Company’s normal expense system in order to receive the reimbursement. Per IRS regulations, temporary housing paid by the Company is considered taxable earnings and will be included in the Executive’s year-end earnings totals and will be subject to income tax withholding. The company will pay for hotel accommodations during the Executive’s first two weeks of employment while you secure more longer-term housing in Indianapolis as is outlined in the Company’s Travel and Entertainment Policy standards.", "output": "Executive" } ]

[ { "input": "Any dispute regarding the interpretation of this Award shall be submitted by the Grantee or the Company to the Committee for review. The resolution of such dispute by the Committee shall be final and binding on the Grantee and the Company.", "output": "Committee" } ]

[ { "input": "The Company shall, by 5:30 p.m. eastern time on the second business day following the closing of the transaction contemplated by this Agreement, file a Current Report on Form 8-K, including the Operative Documents as exhibits thereto, with the SEC. Such Form 8-K shall be subject to the prior review and comment of the Lender. From and after the issuance of the Form 8-K, the Company represents to the Lender that it shall have publicly disclosed all material, non-public information delivered to Lender by the Company, or any of their respective officers, directors, employees or agents.", "output": "5:30 p.m. eastern time" } ]

[ { "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": "Corporation Trust Center" } ]

[ { "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": "Lender" } ]

[ { "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": "7" } ]

[ { "input": "The term of this Agreement shall commence on the date hereof and shall continue in effect until the earlier of (i) the full payment and performance of the APA Guaranteed Obligations and the HLPA Guaranteed Obligations or (ii) 180 days after the termination of the APA and the HL Purchase Agreement; provided that, in the event that any Action is instituted that challenges the validity of the termination of the APA or the HL Purchase Agreement or alleges the breach of or seeks the enforcement of the terms thereof, this Agreement shall continue in effect until such Action is finally resolved.", "output": "APA" } ]

[ { "input": "This Note shall be governed by, and construed in accordance with, the laws of the State of Delaware without regard to its conflict of law principles.", "output": "Delaware" } ]

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

[ { "input": "THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ARIZONA, WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICTING PROVISION OR RULE (WHETHER OF THE STATE OF ARIZONA OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF ARIZONA TO BE APPLIED. IN FURTHERANCE OF THE FOREGOING, THE LAW OF THE STATE OF ARIZONA (EXCEPT TO THE EXTENT SUPERSEDED BY THE LAWS OF THE UNITED STATES) WILL CONTROL THE INTERPRETATION AND CONSTRUCTION OF THIS AGREEMENT. ANY ACTION TO ENFORCE THIS AGREEMENT MUST BE BROUGHT IN, AND THE PARTIES HEREBY CONSENT TO JURISDICTION IN MARICOPA COUNTY, ARIZONA. EACH PARTY HEREBY WAIVES THE RIGHTS TO CLAIM THAT ANY SUCH COURT IS AN INCONVENIENT FORUM FOR THE RESOLUTION OF ANY SUCH ACTION.", "output": "ARIZONA" } ]

[ { "input": "Each Party represents that it has had the opportunity to consult with an attorney, and has carefully read and understands the scope and effect of the provisions of this Release. Neither Party has relied upon any representations or statements made by the other Party hereto which are not specifically set forth in this Release.", "output": "Party" } ]

[ { "input": "PMH is in compliance in all material respects with all applicable legal requirements.  PMH is not in default or violation of any order, writ, injunction, decree or demand of any Governmental Authority, the violation of which might adversely affect the condition (financial or otherwise) or business of PMH.", "output": "PMH" } ]

[ { "input": "No Loan Party is a “registered investment company” or a company “controlled” by a “registered investment company” or a “principal underwriter” of a “registered investment company” as such terms are defined in the Investment Company Act of 1940. No Loan Party is required to be registered under the Investment Company Act of 1940.", "output": "No Loan Party" } ]

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

[ { "input": "Except as amended hereby, the Original Agreement remains unmodified and in full force and effect.", "output": "the Original Agreement" } ]

[ { "input": "THIS AMENDMENT SHALL, PURSUANT TO NEW YORK GENERAL OBLIGATIONS LAW SECTION 5-1401, BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.  This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted successors, successors-in-title and assigns as provided in the Credit Agreement.", "output": "NEW YORK GENERAL OBLIGATIONS LAW SECTION 5-1401" } ]

[ { "input": "For the purposes of the Insolvency Regulation, each of UK Borrower’s centre of main interest (as that term is used in Article 3(1) of the Insolvency Regulation) is situated in its jurisdiction of incorporation and none of them have an “establishment” (as that term is used in Article 2(h) of the Insolvency Regulation) in any other jurisdiction.", "output": "the Insolvency Regulation" } ]