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scholarly360

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contracts-extraction-instruction-llm-experiments

like 7

[ { "input": "All communications and notices hereunder shall (except as otherwise expressly permitted herein) be in writing and given as provided in Section 10.01 of the Credit Agreement.  All communications and notices hereunder to a Guarantor shall be given in care of the Borrowers.", "output": "the Credit Agreement" } ]

[ { "input": "The Option shall expire ten (10) years from the Grant Date (i.e., a grant on April, 1, 2016 would expire on March 31, 2026), subject to the terms and conditions set forth in this Agreement, the Plan and the Unfair Competition Agreement.", "output": "the Unfair Competition Agreement" } ]

[ { "input": "The restrictions contained in Sections 5 and 6 are necessary for the protection of the business and goodwill of KeyW and are considered by the Employee to be reasonable for such purpose. The Employee agrees that any breach of Sections 5 or 6 is likely to cause KeyW substantial and irreparable harm for which there is no adequate remedy at law and therefore, in the event of any such breach, the Employee agrees that KeyW, in addition to such other remedies which may be available, shall be entitled to specific performance and other injunctive relief without the need to post a bond. The Company shall be entitled to recover its reasonable attorney’s fees in the event that it prevails in such action.", "output": "KeyW" } ]

[ { "input": "The execution, delivery, and performance by the Company of each transaction document to be executed by the Company and the consummation of the transactions contemplated by the Offering.", "output": "Company" } ]

[ { "input": "You acknowledge that the restrictions set forth in this Agreement are necessary and reasonable to protect Capital One’s legitimate business interests, most notably safeguarding its Confidential Information and Trade Secrets, and protecting its business relationships. You agree that, if Your employment with Capital One terminates, You will be able to earn a livelihood without violating this Agreement, including, without limitation, the Non-Competition Covenant set forth in Paragraph l(c).", "output": "Capital One" } ]

[ { "input": "The Company and its board of directors have taken or will take prior to the Commencement Date all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Certificate of Incorporation or the laws of the state of its incorporation, other than Section 203 of the Delaware General Corporation Law, which is or could become applicable to the Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities and the Buyer’s ownership of the Securities.", "output": "the Certificate of Incorporation" } ]

[ { "input": "If any provisions of this Agreement are found to be invalid or unenforceable by a final determination of a court of competent jurisdiction, (x) the remaining terms and provisions hereof will be unimpaired, and (y) the invalid or unenforceable term or provision hereof will be deemed replaced by a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision hereof. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF ILLINOIS (WITHOUT GIVING EFFECT TO THE CHOICE OF LAW PRINCIPLES THEREOF) APPLICABLE TO CONTRACTS MADE ANT) TO BE PERFORMED ENTIRELY WITHIN SUCH JURISDICTION.", "output": "ILLINOIS" } ]

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

[ { "input": "Except as set forth in the Prospectus Supplement and except for fees to be paid to the Placement Agent, no brokerage or finder’s fees or commissions are or will be payable by the Company or any Subsidiary to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated by the Transaction Documents. The Purchasers shall have no obligation with respect to any fees or with respect to any claims made by or on behalf of other Persons for fees of a type contemplated in this Section that may be due in connection with the transactions contemplated by the Transaction Documents.", "output": "the Transaction Documents" } ]

[ { "input": "Except in the ordinary course of business (to the extent that Administrative Agent receives notice within five (5) Business Days thereof), no Borrower shall, nor shall any Borrower permit any Subsidiary to, take any action which could cause any Borrower's or any Subsidiary's business that is not already so regulated or treated to be (a) regulated as a \"utility\", \"public utility\" or a \"gas utility\" by any State Pipeline Regulatory Agency; (b) deemed to be providing any service that would require the prior approval of any State Pipeline Regulatory Agency in order to discontinue or abandon such service; (c) within the meaning of the regulations of any State Pipeline Regulatory Agency be deemed to be charging a \"residential rate\" or \"commercial rate\"; or (d) subject to FERC jurisdiction.", "output": "FERC" } ]

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

[ { "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": "Committee" } ]

[ { "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 first calendar month after the Effective Date" } ]

[ { "input": "Upon termination of this Agreement, Mr. Morris shall be deemed to have voluntarily and permanently resigned from (i) any and all positions with the Company other than his position as a duly-elected Director of Company, (ii) each position as an officer or director of any of the Company’s affiliates or subsidiaries, and (iii) unless otherwise to in writing between Mr. Morris and the Company, his employment with the Company. If Mr. Morris wishes to resign as a Director of the Company, he shall do so by first giving a separate written notice to the Company and to the Chairman of the Board of his intent to resign as a Director of the Company.", "output": "Company" } ]

[ { "input": "If any one or more of the covenants, agreements, provisions, or terms of this 2016-A SUBI Supplement (including any amendment hereto) shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions, or terms shall be deemed severable from the remaining covenants, agreements, provisions, or terms of this 2016-A SUBI Supplement, as the same may be amended, and shall in no way affect the validity or enforceability of the other provisions of the SUBI Trust Agreement or of the 2016-A SUBI Certificate or the rights of the Registered Pledgees thereof. To the extent permitted by applicable law, the parties hereto waive any provision of law that renders any covenant, agreement, provision, or term of this 2016-A SUBI Supplement invalid or unenforceable in any respect.", "output": "this 2016-A SUBI Supplement" } ]

[ { "input": "Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of the Securities to be integrated with prior offerings by the Company for purposes of (i) the Securities Act which would require the registration of any securities under the Securities Act, or (ii) any applicable shareholder approval provisions of any Trading Market on which any of the securities of the Company are listed or designated.", "output": "the Securities Act" } ]

[ { "input": "The Company shall have the option to purchase a key man disability and/or life insurance policy regarding Employee which names the Company or its designee as beneficiary. Employee agrees to cooperate with the Company in obtaining such policies including, without limitation, submitting to a reasonably requested medical examination.", "output": "Company" } ]

[ { "input": "For the fiscal quarter ending on March 31, 2017, Borrower shall not permit EBITDA for the two-fiscal quarter period then ended to be less than a negative $5,000,000.", "output": "less than a negative $5,000,000" } ]

[ { "input": "This Amendment, the Credit Agreement, and all other Loan Documents embody the entire understanding of the parties with respect to the subject matter thereof and supersede all prior understandings regarding the same subject matter.", "output": "the Credit Agreement" } ]

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

[ { "input": "Executive shall receive all group insurance and retirement plan benefits and any other benefits on the same basis as are available to other senior executives of the Company, the Operating Partnership and Employer under the personnel policies in effect from time to time, and Executive shall be provided individual life and disability insurance benefits on substantially the same terms as apply to the Company’s and the Operating Partnership’s top executives. Executive shall receive all other such fringe benefits as the Company, the Operating Partnership and Employer may offer to other senior executives generally under personnel policies in effect from time to time, such as health and disability insurance coverage and paid sick leave.", "output": "the Operating Partnership’s" } ]

[ { "input": "During the Employment Term, the Company, upon the submission of supporting documentation by the Executive, and in accordance with Company policies for its executives, shall reimburse the Executive for all reasonable business expenses actually paid or incurred by the Executive in the course of and pursuant to the business of the Company and the subsidiaries, including expenses for travel and entertainment, for which the Executive shall have an expense allowance as set by the Board from time to time.", "output": "Executive" } ]

[ { "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": "Seatle" } ]

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

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

[ { "input": "All Pool Receivables:  (i) were originated by such Originator in the ordinary course of its business, (ii) were sold to Buyer for fair consideration and reasonably equivalent value and (iii) represent all, or a portion of the purchase price of merchandise, insurance or services within the meaning of Section 3(c)(5)(A) of the Investment Company Act.", "output": "Section 3(c)(5)(A) " } ]

[ { "input": "(x) The representations and warranties of New Stone contained in Article VI hereof shall be true and correct, in the case of representations and warranties which are qualified as to materiality, and shall be true and correct in all material respects, in the case of representations and warranties that are not so qualified, and (y) New Stone shall have complied in all material respects with all of their agreements set forth herein to be performed or satisfied at or prior to the Closing Date.", "output": "New Stone" } ]

[ { "input": "On or before June 30, 2018, the Company may effect a reverse stock split of its capital stock that would result in a per share price for its Common Stock of between $8.00 and $12.00 per share, as determined at the time that the reverse stock split ratio is established by reference to the most recent closing price of the Common Stock on the Nasdaq Capital Market, and the Holders hereby consent to such reverse stock split. In the event that such reverse stock split would result in less than 1,000,000 shares remaining in the Company’s public float, the Company may cause a reverse stock split at the highest ratio that would result in at least 1,000,000 shares remaining in the public float.", "output": "the Nasdaq Capital Market" } ]

[ { "input": "As soon as practicable after any payment of Taxes by a Loan Party to a Governmental Authority pursuant to this Section 2.17, such Loan Party 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 the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.", "output": "this Section 2.17" } ]

[ { "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": "Section 9.7 and 9.8" } ]

[ { "input": "Except as set forth in the Prospectus Supplement, no brokerage or finder’s fees or commissions are or will be payable by the Company to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated by this Agreement and the transactions contemplated pursuant to the Prospectus Supplement. The Investors shall have no obligation with respect to any fees or with respect to any claims made by or on behalf of other Persons for fees of a type contemplated in this Section that may be due in connection with the transactions contemplated by this Agreement and the transactions contemplated pursuant to the Prospectus Supplement.", "output": "the Prospectus Supplement" } ]

[ { "input": "In addition to statutory holidays, Executive shall be entitled to no less than 20 days of paid vacation each calendar year during the Term. Vacation shall accrue pursuant to the Company’s vacation accrual policy applicable to all employees of the Company, provided that no more than 20 vacation days may be carried over from one calendar year to a subsequent calendar year.", "output": "one calendar year" } ]

[ { "input": "In consideration for the license granted in Section 1 above, Licensee shall pay Licensor a one-time license fee in the amount of US$** (the \" License Fee \") for up to 1.6 million end-user licenses. The License Fee includes payment for the performance of the professional services detailed in Section 3 above, including installation of the Licensed Software on Licensee’s platform.", "output": "Section 1" } ]

[ { "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": "the Australia Offer Document for the Offer of Restricted Stock Units" } ]

[ { "input": "Subject to Sections 3(c) and 3(d), the entire unvested portion of the Cash Award shall be immediately forfeited upon the Participant’s Termination for any reason.", "output": "3(c)" } ]

[ { "input": "If final bills are not available or cannot be issued prior to Closing for any item being prorated under Section 6.6.1, then the parties agree to allocate such items on a fair and equitable basis in accordance with Section 6.6.1 as soon as such bills are available, final adjustment to be made as soon as reasonably possible after the Closing; provided, however, such final adjustment shall be made by the date which is sixty (60) days after the Closing. Payments in connection with the final adjustment shall be due within thirty (30) days of written notice. This Section 6.6.2 shall survive the Closing and the recordation of the Deed.", "output": "Section 6.6.1" } ]

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

[ { "input": "Executive will commence full-time Employment with the Company effective as of January 3, 2017 (the “ Start Date ”), the terms of such Employment will be governed by this Agreement. Executive’s Employment with the Company is for no specified period and constitutes “at will” employment. As a result, Executive is free to terminate Employment at any time, with or without advance notice, and for any reason or for no reason. Similarly, the Company is free to terminate Executive’s Employment at any time, with or without advance notice, and with or without Cause (as defined below). Furthermore, although terms and conditions of Executive’s Employment with the Company may change over time, nothing shall change the at-will nature of Executive’s Employment.", "output": "Executive" } ]

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

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

[ { "input": "As of any date, the sum of the then current Revolving Credit Commitments of the Banks. As of the Closing Date, the Total Revolving Credit Commitment is $1,500,000,000.", "output": "1,500,000,000" } ]

[ { "input": "If this ARTICLE IX or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify and hold harmless each Manager, officer or any other Person indemnified pursuant to this ARTICLE IX as to costs, charges and expenses (including reasonable attorneys’ fees), judgments, fines and amounts paid in settlement with respect to any action, suit or proceeding, whether civil, criminal, administrative or investigative to the fullest extent permitted by any applicable portion of this ARTICLE IX that shall not have been invalidated and to the fullest extent permitted by applicable law.", "output": "this ARTICLE IX" } ]

[ { "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": "any Term Loan Secured Party" } ]

[ { "input": "Upon the Termination Date, Executive shall promptly return and deliver to the Company any and all papers, books, records, documents, memoranda and manuals, e-mail, electronic or magnetic recordings or data, including all copies thereof, belonging to the Company or relating to its business, in Executive ’ s possession, whether prepared by Executive or others. If at any time after the Termination Date, Executive determines that Executive has any Trade Secrets in Executive ’ s possession or control, Executive shall immediately return them to the Company, including all copies thereof.", "output": "Company" } ]

[ { "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": "Board" } ]

[ { "input": "There are no actions, suits, proceedings or investigations pending against such Purchaser or such Purchaser’s assets before any court or governmental agency (nor is there any threat thereof) which would impair in any way such Purchaser’s ability to enter into and fully perform its commitments and obligations under this Agreement or the transactions contemplated hereby.", "output": "Purchaser" } ]

[ { "input": "Executive shall be entitled to receive an amount equal to nine (9) months of Executive’s Base Salary, payable in substantially equal installments in accordance with the Company’s normal payroll policies, less applicable withholdings; provided, however , that no payments under this Section 3(a) shall be made prior to the first payroll date occurring on or after the sixtieth (60th) day following the date of the Covered Termination (such payroll date, the “ First Payroll Date ”), and any amounts otherwise payable prior to the First Payroll Date shall be paid on the First Payroll Date without interest thereon.", "output": "nine (9) months" } ]

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

[ { "input": "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": "Premises" } ]

[ { "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": "Corporation" } ]

[ { "input": "As a condition to the receipt of any benefits described hereunder subsequent to the termination of the employment of Executive (other than those payable on account of Executive’s death), Executive shall be required to execute, and not subsequently revoke, within sixty (60) days following the termination of his employment a release in a form reasonably acceptable to Employer of all claims arising out of his employment or the termination thereof including, but not limited to, any claim of discrimination under state or federal law, but excluding claims for indemnification under any agreement to which Executive is a party or pursuant to Employer’s charter or by-laws or policies of insurance maintained by Employer.", "output": "Executive" } ]

[ { "input": "Employee acknowledges and agrees that Bank shall retain and have the right to contact any new or potential employer of Employee (or other business) and apprise such person of Employee’s responsibilities and obligations owed under this Agreement.", "output": "Employee" } ]

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

[ { "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": "HealthTrust" } ]

[ { "input": "Subdistributor shall notify Distributor in writing of any dispute regarding any Monthly Report (along with a reasonably detailed description of the dispute) within 30 days from Subdistributor’s receipt of such Monthly Report.  Subdistributor will be deemed to have accepted all Monthly Reports for which Distributor does not receive timely notification of disputes.  The Parties shall seek to resolve all such disputes expeditiously and in good faith.  Notwithstanding anything to the contrary, Subdistributor shall continue performing its obligations under this Agreement during any such dispute.", "output": "Subdistributor" } ]

[ { "input": "During the Employment Period, Executive shall receive an annual base salary in an amount equal to three hundred thousand dollars ($300,000), which shall be paid in accordance with the customary payroll practices of the Company and prorated for partial calendar years of employment (as in effect from time to time, the “ Annual Base Salary” ). The Annual Base Salary shall be subject to review every year by the Compensation Committee of the Board of Directors of the Company (the “ Committee ”), in its sole discretion, for possible increase (but not decrease) and any such increased Annual Base Salary shall constitute “Annual Base Salary” for purposes of this Agreement.", "output": "300,000" } ]

[ { "input": "Irrespective of negotiations among the parties or the exchanging of drafts of this Agreement, this Agreement shall not constitute or be deemed to evidence a contract, agreement, arrangement or understanding between the parties hereto unless and until (a) the Board of Directors of Parent has approved, for purposes of any applicable anti-takeover laws and regulations, and any applicable provision of Parent’s Amended and Restated Certificate of Incorporation, the transactions contemplated by the Merger Agreement, (b) the Merger Agreement is executed by all parties thereto, and (c) this Agreement is executed by all parties hereto.", "output": "Parent" } ]

[ { "input": "A certificate of the secretary of each of General Partner, each Seller, Guarantor and each Seller Party Subsidiary substantially in form and substance acceptable to Buyer, attaching certified copies of such party’s organizational documents and corporate resolutions or written consents approving the Program Agreements and transactions thereunder (either specifically or by general resolution or consent) and all documents evidencing other necessary corporate action or governmental approvals as may be required in connection with the Program Agreements.", "output": "Buyer" } ]

[ { "input": "Such Shareholder understands and acknowledges that Parent is entering into the Merger Agreement in reliance upon such Shareholder’s execution and delivery of this Agreement and the representations and warranties of such Shareholder contained herein.", "output": "Parent" } ]

[ { "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": "931,073.52" } ]

[ { "input": "The Company will give the Representative notice of its intention to prepare any amendment, supplement or revision to the Preliminary Offering Memorandum, the Offering Memorandum, any Permitted General Solicitation or any Issuer Free Writing Document, and the Company will furnish the Representative with copies of any such documents within a reasonable amount of time prior to such proposed use, and will not use any such document to which the Representative or counsel for the Initial Purchasers shall object. The Company has given the Representative notice of any filings made pursuant to the 1934 Act or the 1934 Act Regulations within 48 hours prior to the Applicable Time.", "output": "the 1934 Act Regulations" } ]

[ { "input": "The Company shall use the net proceeds from the sale of the Securities hereunder for the redemption of all of the Company’s preferred stock outstanding and held by the Purchaser as of the date hereof, at the stated value of such preferred stock, to be redeemed within 24 hours of the Closing, and for working capital purposes and shall not otherwise use such proceeds: (a) for the satisfaction of any portion of the Company’s debt (other than payment of trade payables in the ordinary course of the Company’s business and prior practices), (b) for the redemption of any Common Stock or Common Stock Equivalents, (c) for the settlement of any outstanding litigation or (d) in violation of FCPA or OFAC regulations.", "output": "24 hours" } ]

[ { "input": "Amounts due and payable with respect to a Product to be delivered by Vendor shall be paid 2% 30, net 31. All payments to Vendor under this Agreement shall be made, at Distributor’s option, by credit card, EDI, Automated Clearing House (ACH), or electronic wire transfer to an account designated by Vendor in writing from time to time.", "output": "Automated Clearing House" } ]

[ { "input": "This Agreement shall be construed, interpreted and enforced in accordance with the laws of the State of California, without giving effect to the choice of law principles thereof.", "output": "the State of California" } ]

[ { "input": "The obligation of confidentiality under this Section 20 shall survive the termination of this Agreement for a period of two (2) years.", "output": "this Section " } ]

[ { "input": "The consolidated forecasted balance sheets, statements of income and cash flows of the Borrower and its Subsidiaries delivered pursuant to Section 4.01 or Section 6.01 were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, the Borrower’s best estimate of its future financial condition and performance.", "output": "Section 6.01" } ]

[ { "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 Subscriber’s Royalty Term, the Company will pay the Subscriber a royalty calculated in the manner set forth on Schedule A to this Agreement, subject to the Maximum Royalty Amount as set forth on Schedule A (the \" Royalty \"), and payable as set forth in Section 3.", "output": "Section 3" } ]

[ { "input": "Notwithstanding anything to the contrary contained in Section  6.4.1 , in the event that an Acceptable Blanket Policy is in effect with respect to any of the Policies required pursuant to Section  5.1 , deposits into the Insurance Account required for Insurance Premiums pursuant to Section  6.4.1 above shall be suspended to the extent that Insurance Premiums relate to such Acceptable Blanket Policy. Lender acknowledges that, as of the Closing Date, an Acceptable Blanket Policy is in effect with respect to the Policies required as of the Closing Date pursuant to Section  5.1 .", "output": "Section  5.1" } ]

[ { "input": "The closing of the Transaction (the “ Closing ”) shall take place at 10:00 am Pacific Time, at the offices of the Buyer, located at 877 Cedar Street, Suite 150 Santa Cruz, CA, 95060, on or before September 29, 2017, unless another date or place is agreed to in writing by the parties. The date on which the Closing actually occurs is herein referred to herein as the “ Closing Date ”.", "output": "Santa Cruz" } ]

[ { "input": "This Consent Letter does not create, and shall not be construed as creating, any rights enforceable by any Person not a party to this Consent Letter.", "output": "This Consent Letter" } ]

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

[ { "input": "EACH LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN SECTION 10.14(b) . EACH LOAN PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.", "output": "SECTION 10.14(b)" } ]

[ { "input": "Neither the adoption of the Plan nor its operation, nor any document describing or referring to the Plan, or any part thereof, shall confer upon any employee any right to continue in the employ of the Company or any subsidiary, or shall in any way affect the right and power of the Company to terminate the employment of any employee at any time with or without assigning a reason therefor to the same extent as the Company might have done if the Plan had not been adopted.", "output": "Company" } ]

[ { "input": "Executive hereby agrees to be employed as Chief Medical Officer. During the Term (as defined below), Executive agrees that he shall: (i) faithfully and to the best of his ability perform all of the duties that may be required of him pursuant to the terms of this Agreement; (ii) devote substantially all of his business time and attention to the performance of Executive’s duties hereunder; and (iii) not engage in any other business, profession or occupation for compensation or otherwise which would conflict or interfere with the performance of such services either directly or indirectly without the prior written consent of the CEO.", "output": "ii" } ]

[ { "input": "In the event that the Participant’s Service terminates by reason of the Participant’s death or Disability, any then-vested portion of the Option may be exercised by the Participant or the Participant’s beneficiary as designated in accordance with Section 9, or if no such beneficiary is named, by the Participant’s estate, at any time prior to one (1) year following the Participant’s termination of Service or the Normal Expiration Date of the Option, whichever period is shorter. The Option shall terminate immediately thereafter.", "output": "one (1) year" } ]

[ { "input": "The Company and its Subsidiaries have conducted their businesses in all material respects in compliance with applicable Anti-Corruption Laws and have instituted and maintained policies and procedures designed to promote and achieve compliance with such laws.", "output": "Anti-Corruption Laws" } ]

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

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

[ { "input": "Executive's employment under this Agreement will terminate upon her death during the term of this Agreement, in which event Executive's estate or beneficiary will receive the compensation due to Executive through the last day of the calendar month in which her death occurred, and the Bank will continue to provide to Executive's family for one (1) year after Executive's death non-taxable medical and dental coverage substantially comparable (and on substantially the same terms and conditions) to the coverage maintained by the Bank for Executive and her family immediately prior to Executive's death.", "output": "the last day of the calendar month" } ]

[ { "input": "Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of the Securities to be integrated with prior offerings by the Company for purposes of (i) the Securities Act which would require the registration of any securities under the Securities Act, or (ii) any applicable shareholder approval provisions of any Trading Market on which any of the securities of the Company are listed or designated.", "output": "Section 3.2" } ]

[ { "input": "Subject to the obligations of the Company set forth in Section 10 below, the Company may terminate Executive’s employment at any time and for any reason (or no reason), and with or without Cause, and without prejudice to any other right or remedy to which the Company or Executive may be entitled at law or in equity or under this Agreement, the Plan or any Award Agreement (as those terms are defined in Section 19(b) below) or otherwise.  Notwithstanding the foregoing, in the event the Company desires to terminate the Executive’s employment without Cause, the Company shall give the Executive not less than sixty (60) days advance written notice. Executive’s employment shall terminate automatically in the event of his death.", "output": "Executive" } ]

[ { "input": "If Executive voluntarily resigns his employment without Good Reason or if Executive’s employment is terminated by reason of Executive’s death, in lieu of any other payments or benefits, Executive (or Executive’s beneficiary or estate, as applicable) shall be entitled to the Accrued Benefits only.", "output": "Executive" } ]

[ { "input": "Effective as of the Amendment Effective Date, the Credit Agreement shall be amended to reflect the changes which are attached as Exhibit A hereto (the Credit Agreement, as so amended, the “ Amended Credit Agreement ”), such that on the Amendment Effective Date the terms set forth in Exhibit A hereto which appear in bold and double underlined text ( inserted text ) shall be added to the Credit Agreement and the terms appearing as text which is stricken ( deleted text ) shall be deleted from the Credit Agreement. As used in the Amended Credit Agreement, the terms “Agreement”, “this Agreement”, “herein”, “hereinafter”, “hereto”, “hereof”, and words of similar import shall, unless the context otherwise requires, mean, from and after the Amendment Effective Date, the Amended Credit Agreement.", "output": "the Credit Agreement" } ]

[ { "input": "The Units awarded pursuant to this Award Notice may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated (“Transfer”), other than by will or by the laws of descent and distribution, except as provided in the Plan. If any prohibited Transfer, whether voluntary or involuntary, of the Units is attempted to be made, or if any attachment, execution, garnishment, or lien shall be attempted to be issued against or placed upon the Units, your right to such Units shall be immediately forfeited to the Company, and this Award Notice shall be null and void.", "output": "this Award Notice" } ]

[ { "input": "This Agreement shall be deemed to have been made in the State of New York and shall be construed and the rights and liabilities determined, in accordance with the law of the State of New York, without regard to the conflicts of laws rules of such jurisdiction. The parties hereby irrevocably consent to the jurisdiction of the court located in the State of New York.", "output": "New York" } ]

[ { "input": "None of the Board of Directors of the Company, the Company, the Partnership or any agent or affiliate of any of the foregoing provides or has provided any tax advice to Employee or any other person who may claim through or on behalf of Employee or makes or has made any assurance, commitment or guarantee that any federal, state, local or other tax treatment will (or will not) apply or be available to Employee or other person who may claim through or on behalf of Employee with respect to this Agreement, including with respect to Section 3 hereof, or assumes any obligation or liability or responsibility with respect to any tax or associated liabilities (including penalties and interest) to which the Employee or any other person who may claim through or on behalf of Employee may be subject.", "output": "Company" } ]

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

[ { "input": "The Administrative Agent shall have received (i) a certificate or certificates executed by a Responsible Officer of the Borrower as of the Closing Date, certifying as to the matters set forth in clauses (j) and (k) of this Section 4.01 and the matters set forth in Section 4.02(a) and (b), and (ii) the Perfection Certificate executed by a Responsible Officer of the Borrower.", "output": "Section 4.02(a)" } ]

[ { "input": "As consideration for services rendered, the Company shall pay the Executive a salary of $350,000 per annum (the “Base Salary”), payable not less frequently than monthly. The Executive’s Base Salary will be reviewed annually by the Compensation Committee of the Board (the “Committee”) and may be increased (but not decreased without the Executive’s consent) to reflect the Executive’s performance and responsibilities.", "output": "350,000" } ]

[ { "input": "The Company agrees to pay CONSULTANT an advisory consulting fee totaling [ ] Hundred Thousand Dollars ($[ ]) for the Term by same day wire transfer to the bank designated by CONSULTANT. In addition, the Company agrees to pay the reasonable legal fees of CONSULTANT’s counsel not in excess of $25,000.", "output": "CONSULTANT" } ]

[ { "input": "The Committee has the authority to determine, in its sole discretion, that any event triggering forfeiture or repayment of your Award will not apply, to limit the forfeitures and repayments that result under Paragraphs 9 and 10 and to remove Transfer Restrictions before the[ applicable] Transferability Date. In addition, the Committee, in its sole discretion, may determine whether Paragraph 11 will apply upon a termination of Employment.", "output": "10" } ]

[ { "input": "Employee shall be eligible to receive an annual bonus as set forth in the Company's Annual Bonus Plan (\"Annual Bonus\"), which is incorporated herein by reference. Pursuant to the Annual Bonus Plan, the Compensation Committee will review the plan annually to determine target participation levels and establish goals and subsequent payout levels against those goals. Subject to the Compensation Committee’s discretion to adjust Employee’s target participation level (e.g., to reflect changes in roles or modifications to pay mix), Employee’s target opportunity during the Term shall be $450,000. For 2016 alone, Employee’s Annual Bonus will be guaranteed for a payout at 100% of the target and will be paid on or before March 15, 2017.", "output": "2016" } ]

[ { "input": "No Default shall have occurred and be continuing as of the date hereof prior to and after giving effect to the terms of this Twelfth Amendment.", "output": "this Twelfth Amendment" } ]

[ { "input": "Parent and MYnd California shall retain or cause to be retained all Tax Returns, material schedules and material work papers, and all material records or other material documents relating thereto in their possession, in each case that relate to a Pre-Closing Period, until the expiration of all applicable statutes of limitations (the “ Retention Period ”). Upon the expiration of the Retention Period, the foregoing information may be destroyed or disposed of by the Party retaining such documentation or other information unless the other Party otherwise requests in writing before the expiration of the Retention Period. In such case, the Party retaining such documentation or other information shall deliver such materials to the other Party at the expense of such other Party.", "output": "Party" } ]

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

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

[ { "input": "The Purchaser is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its organization, is duly qualified to do business and is in good standing in all jurisdictions where its ownership or leasing of property or the conduct of its business requires it to be so qualified, except where failure to be so qualified or in good standing would not reasonably be expected to materially and adversely affect the Purchaser’s ability to perform its obligations under this Agreement or consummate the transactions contemplated hereby on a timely basis, and the Purchaser has the corporate or other power and authority and governmental authorizations to own its properties and assets and to carry on its business as it is now being conducted.", "output": "Purchaser" } ]

[ { "input": "Any notice delivered under this Agreement shall be given in writing and deemed duly delivered three (3) business days after it is sent by registered or certified mail, return receipt requested, postage prepaid, or one (1) business day after it is sent for next-business day delivery signature required via a reputable nationwide overnight courier service, (a) if to the Company, to the attention of the Company’s general counsel at the Company’s principal executive offices or (b) if to the Employee, to the most recent address for the Employee that the Company has in its personnel files. Either party may change the address to which notices are to be delivered by giving notice of such change to the other party in the manner set forth in this Section 0.", "output": "one (1) business day" } ]

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