Datasets:

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scholarly360

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contracts-extraction-instruction-llm-experiments

like 7

[ { "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": "Western Gas Equity Holdings, LLC" } ]

[ { "input": "All notices to Holder pursuant to the Securities Purchase Agreement or the New Note shall be delivered in accordance with the notice instructions set forth on the signature page of the Holder attached hereto (or such other instructions delivered in writing to the Company by the Holder from time to time).", "output": "the New Note" } ]

[ { "input": "This Agreement supersede all other prior oral or written agreements between the Breslow Parties and the Company with respect to the matters discussed herein, and this Agreement and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and, except as specifically set forth herein, neither the Company nor any Breslow Party makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be amended other than by an instrument in writing signed by the Company and the applicable Breslow Party. No provision hereof may be waived other than by an instrument in writing signed by the party against whom enforcement is sought.", "output": "any Breslow Party" } ]

[ { "input": "Each of the covenants and agreements that is set forth in this Agreement shall be construed as a covenant and agreement independent of any other provision of this Agreement. The existence of any claim or cause of action of the Employee against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of the covenants and agreements that are set forth in this Agreement.", "output": "Company" } ]

[ { "input": "After request by Administrative Agent, Borrower shall within ten (10) Business Days furnish Administrative Agent with a statement addressed to Administrative Agent and the Lenders, and their respective successors and assigns, duly acknowledged and certified, setting forth (a) the unpaid Principal, (b) the Interest Rate, (c) the date installments of interest and/or Principal were last paid, (d) [intentionally omitted], (e) that the Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification and (f) whether, to Borrower’s actual knowledge, any Event of Default exists.", "output": "Administrative Agent" } ]

[ { "input": "Prior to the Adoption Date . With regard to an Employee who was Employed on the Adoption Date, his Years of Service with the Employer prior to and including the Adoption Date shall be counted as Service hereunder, including periods of Authorized Leave of Absence. In addition, an Employee’s Years of Service with Moultrie National Bank (now, Southwest Georgia Bank) prior to the Adoption Date shall be counted as Service hereunder.", "output": "Southwest Georgia Bank" } ]

[ { "input": "Commencing with the Fiscal Quarter ending March 31, 2019, permit the Consolidated Interest Coverage Ratio as of the end of any Measurement Period ending as of the last day of any Fiscal Quarter of the Borrower to be less than 3.5:1.0.", "output": "the end of any Measurement Period" } ]

[ { "input": "On and after the Retirement Date, as partial consideration for the acceleration of vesting of awards set forth on Exhibit A, the Executive shall continue to be subject to the provisions of Section 7 (“ Nondisclosure and Noncompetition ”) of the Employment Agreement in accordance with its terms. The foregoing shall apply irrespective that the Employment Agreement otherwise terminated on the Retirement Date.", "output": "Executive" } ]

[ { "input": "Notwithstanding any other provision of the Plan or this Agreement, if Participant is subject to Section 16 of the Exchange Act, the Plan, the Award and this Agreement shall be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act) that are requirements for the application of such exemptive rule. To the extent permitted by applicable law, this Agreement shall be deemed amended to the extent necessary to conform to such applicable exemptive rule.", "output": "Section 16 of the Exchange Act" } ]

[ { "input": "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 the Transaction Documents.  The Purchaser 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": "Whether or not this Agreement becomes effective, Executive shall be entitled to the compensation set forth in Section 8(a) of the Amended and Restated Employment Agreement dated as of February 4, 2013, between Executive and the Company (the “ Employment Agreement ”) through the Resignation Date.", "output": "the Amended and Restated Employment Agreement" } ]

[ { "input": "At all times hereafter, Executive will maintain the confidentiality of all information in whatever form concerning Employer or any of its affiliates relating to its or their businesses, customers, finances, strategic or other plans, marketing, employees, trade practices, trade secrets, know-how or other matters which are not generally known outside Employer, and Executive will not, directly or indirectly, make any disclosure thereof to anyone, or make any use thereof, on her/his own behalf or on behalf of any third party, unless specifically requested by or agreed to in writing by an executive officer of Employer.", "output": "Employer" } ]

[ { "input": "The performance period shall be a single measurement of two consecutive years commencing on the Grant Date, unless sooner terminated as provided under Section 5(C)(3) (the “Performance Period”).", "output": "Section 5(C)(3)" } ]

[ { "input": "Comply in all material respects with, and ensure compliance in all material respects by all tenants and subtenants, if any, with, all applicable Environmental Laws and with all lawful orders and directives of all Governmental Authorities regarding Environmental Laws, and obtain and comply in all material respects with and maintain, and ensure that all tenants and subtenants obtain and comply in all material respects with and maintain, any and all licenses, approvals, notifications, registrations or permits required by applicable Environmental Laws.", "output": "Environmental Laws" } ]

[ { "input": "The Board of Directors of HFOL has authorized the execution and delivery of this Agreement by HFOL and has approved this Agreement and the transactions contemplated hereby.", "output": "The Board of Directors" } ]

[ { "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": "Company" } ]

[ { "input": "The intent of the Parties is that payments and benefits under this Agreement comply with, or be exempt from, Section 409A and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted in accordance therewith. In no event whatsoever shall the Company be liable for interest and additional tax that may be imposed on Executive by Section 409A or any damages for failing to comply with Section 409A.", "output": "Section 409A." } ]

[ { "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": "6.03" } ]

[ { "input": "Linn has reviewed with his own tax advisors the U.S. federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. With respect to such matters, Linn relies solely on such advisors and not on any statements or representations of the Company or any of its agents, written or oral. Linn understands that he (and not the Company) shall be responsible for its own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement.", "output": "Linn" } ]

[ { "input": "As set forth in Section 3.3 .", "output": "Section 3.3" } ]

[ { "input": "The Administrative Agent (or its counsel) shall have received a certificate of an officer of the Company, certifying that the conditions set forth in Sections 2.05(4) and 2.05(6) have been satisfied on and as of the Effective Date.", "output": "2.05(6)" } ]

[ { "input": "A loan or note, held by the Borrower or a Subsidiary of the Borrower, secured by a first mortgage on a Self-Storage Property including land properly zoned for the construction of a Self-Storage Property, plans for which are sufficiently complete such that construction is expected to begin within six (6) months. For the avoidance of doubt, this includes the loans categorized as “Development Property Investments”, “Construction Loan Investments”, and “Operating Property Loans” in the REIT’s form 10-Q dated March 31, 2017.", "output": "first" } ]

[ { "input": "This Agreement shall not be construed under any circumstance to confer upon the Grantee any right to be retained in any position, as an employee or consultant of the Company. Further, nothing in the Plan or this Agreement shall be construed to limit the discretion of the Company to terminate the Grantee’s employment at any time, with or without cause.", "output": "Company" } ]

[ { "input": "The inspections under Section 4.3.1 may include non-invasive Phase I environmental inspections of the Real Property, but no Phase II environmental inspections or other invasive inspections or sampling of soil or materials, including without limitation construction materials, either as part of the Phase I inspections or any other inspections, shall be performed without the prior written consent of Seller, which may be withheld in its sole and absolute discretion, and if consented to by Seller, the proposed scope of work and the party who will perform the work shall be subject to Seller’s reasonable review and approval.", "output": "Seller" } ]

[ { "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": "this Section 3(a)" } ]

[ { "input": "There are no business relationships or related-party transactions involving the Company or any of its subsidiaries or any other person required to be described in the Prospectus which have not been described as required.", "output": "Company" } ]

[ { "input": "Subject to the terms and conditions hereof, the Holder may exercise this Warrant for all or any part of the Warrant Shares at any time or from time to time after the Issue Date until the Expiration Date (the “ Exercise Period ”); provided that, subject to Section  2.2 and Section  10 with respect to a Competition Law Filing, if this Warrant has not been fully exercised by 5:00 p.m., New York City time, on the date described in clause (a) of the definition of Expiration Date, this Warrant will be deemed automatically exercised pursuant to Section  2.1(b)(i) as of such time without any action required of the Holder or the Company.", "output": "Section  2.1(b)(i)" } ]

[ { "input": "Except as set forth in Schedule  7.20 or as permitted under Section 9.15, no Group Member is a party to any agreement or arrangement (other than this Agreement and the Security Instruments), or subject to any order, judgment, writ or decree, which restricts or purports to restrict its ability to grant Liens pursuant to this Agreement and the Security Instruments to the Administrative Agent, for the benefit of the Secured Parties, on or in respect of its material Properties.", "output": "the Security Instruments" } ]

[ { "input": "This Amendment may be executed by one or more of the parties hereto on any number of separate counterparts, each of which shall be deemed an original and all of which, taken together, shall be deemed to constitute one and the same instrument. Delivery of an executed counterpart of this Amendment by facsimile or other electronic transmission shall be as effective as delivery of a manually executed counterpart hereof.", "output": "one" } ]

[ { "input": "Do, and cause each ERISA Affiliate to do each of the following: (a) maintain each Plan in compliance with the applicable provisions of ERISA, the Code and other United States federal or state law; (b) cause each Plan that is qualified under Section 401(a) of the Code to maintain such qualification; and (c) make all required contributions to any Plan subject to Section 412 of the Code.", "output": "Plan" } ]

[ { "input": "Reference is made to the Final Prospectus of the Company, dated February 12, 2015 (the “ Prospectus” ). Capitalized terms used and not otherwise defined in this Section 132.10 shall have the meanings assigned to them in the Prospectus.", "output": "Prospectus" } ]

[ { "input": "Any payment made in good faith to a Participant or the Participant’s Beneficiary shall, to the extent thereof, be in full satisfaction of all claims against the Committee, its members and the Company.  The Committee may require such Participant or Beneficiary, as a condition precedent to such payment, to execute a receipt and release to such effect.", "output": "Committee" } ]

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

[ { "input": "Subject to the terms of this Section 3, all unvested RSUs (taking into account any vesting that may occur upon the Participant’s Termination in accordance with Section 3(b) hereof) shall be immediately forfeited upon the Participant’s Termination for any reason.", "output": "Section 3(b)" } ]

[ { "input": "The Company acknowledges and agrees that Cowen has informed the Company that Cowen may, to the extent permitted under the Securities Act and the Exchange Act, purchase and sell shares of Common Stock for its own account while this Agreement is in effect, provided, that (i) no such purchase or sales shall take place while a Placement Notice is in effect (except to the extent Cowen may engage in sales of Placement Shares purchased or deemed purchased from the Company as a “riskless principal” or in a similar capacity) and (ii) the Company shall not be deemed to have authorized or consented to any such purchases or sales by Cowen.", "output": "Cowen" } ]

[ { "input": "Each respective Placement Agent may, at its option and expense: (a) place advertisements in financial and other newspapers and journals (including electronic version) describing its services to Company, provided the Offering already has been consummated and publicly announced by Company; and (b) use Company’s corporate logo in such advertising or related promotional materials (including electronic versions) concerning the Placement Agent’s services to Company in connection with the Offering, provided that the Placement Agent shall first submit a copy of any such advertising or related promotional materials to Company for its prior approval, which approval shall not be unreasonably withheld or delayed.", "output": "Company" } ]

[ { "input": "The arbitrator(s) shall allow such discovery as the arbitrator(s) determine appropriate under the circumstances and shall resolve the dispute as expeditiously as practicable, and if reasonably practicable, within one hundred twenty (120) days after the selection of the arbitrator(s).  The arbitrator(s) shall give the parties written notice of the decision, with the reasons therefor set out, and shall have thirty (30) days thereafter to reconsider and modify such decision if any party so requests within ten (10) days after the decision.", "output": "one hundred twenty (120) days" } ]

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

[ { "input": "Originator will maintain in effect, or cause to be maintained in effect, at Originator’s own expense, such casualty and liability insurance as Originator deems appropriate in its good faith business judgment.  Buyer and the Agent, for the benefit of the Purchasers, shall be named as additional insureds with respect to all such liability insurance maintained by Originator.  Originator will pay or cause to be paid, the premiums therefor and deliver to Buyer and the Agent evidence satisfactory to Buyer and the Agent of such insurance coverage.  Copies of each policy shall be furnished to Buyer, the Agent and any Purchaser in certificated form upon Buyer’s, the Agent’s or such Purchaser’s request.", "output": "Originator" } ]

[ { "input": "Subject to the terms and conditions of this Agreement, Lender agrees to make a Term Loan to Borrower in the amount of Five Hundred Thousand Dollars ($500,000). The Term Loan shall be advanced on the Closing Date and shall be, with respect to principal, payable in sixty (60) consecutive monthly principal installments commencing the 1 st day of April, 2016, and continuing the same day of each month thereafter until paid in full, of which the first fifty-nine (59) installments shall each be in the amount of Eight Thousand Three Hundred Thirty-Three Dollars and Thirty-Three Cents ($8,333.33), followed by a sixtieth (60th) and final installment in the amount of the entire unpaid balance of the Term Loan.", "output": "60" } ]

[ { "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": "1,948,961.52" } ]

[ { "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": "Seller and Buyer hereby appoint Escrow Agent to act as escrowee under this Agreement, and Escrow Agent, by its execution of this Agreement, hereby accepts such appointment and agrees to act in such capacity by holding, administering and disbursing the PCO Escrow Holdback in accordance with the terms and conditions of this Agreement. Escrow Agent hereby confirms that it shall not be entitled to any compensation for Escrow Agent’s services as escrowee.", "output": "Escrow Agent" } ]

[ { "input": "Executive shall perform his duties hereunder at the Company’s offices located in Irvine, CA, except as approved by the Board. Executive shall undertake such occasional travel, within or outside the United States, as is reasonably necessary in the interests of the Company.", "output": "Company" } ]

[ { "input": "All notices, requests and demands to or upon the Mortgagee or the Mortgagor hereunder shall be effected in the manner provided for in Section 9.01 of the Credit Agreement; provided that any such notice, request or demand to or upon Mortgagor shall be addressed to Mortgagor at its address set forth   above.", "output": "Section 9.01" } ]

[ { "input": "In the Exchange, Holder shall deliver the Warrant to the Company no later than five (5) business days following the Effective Date and the Company shall issue the Exchange Securities to Holder no later than five (5) business days following the delivery of the Warrant by Holder to the Company. For the avoidance of doubt, as of the Effective Date, all of Holder’s’ rights under the terms and conditions of the Warrant shall be extinguished.", "output": "Company" } ]

[ { "input": "Except to the extent otherwise provided in Article XI with respect to the rights of the MPLS Indemnified Parties, the GP Indemnified Parties and the MPL Indemnified Parties, the provisions of this Agreement are solely for the benefit of the Parties and their respective successors and permitted assigns and shall not confer upon any Third Party any remedy, claim, liability, reimbursement or other right.", "output": "Article XI" } ]

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

[ { "input": "Borrowers shall reimburse Agent for all reasonable and documented fees and out-of-pocket costs and expenses of any Inventory appraisals obtained by Agent; provided , that so long as no Event of Default exists, Borrowers shall have no obligation to pay or reimburse Agent for more than two (2) Inventory appraisals in any calendar year.", "output": "Agent" } ]

[ { "input": "The Plan is discretionary and may be amended, cancelled or terminated by the Company at any time, in its discretion. The grant of the Award in this Agreement does not create any contractual right or other right to receive any award in the future. Future awards, if any, will be at the sole discretion of the Company. Any amendment, modification, or termination of the Plan shall not constitute a change or impairment of the terms and conditions of the Participant’s employment with the Company.", "output": "Company" } ]

[ { "input": "A Participant’s Account Balance at the start of a Plan Year and any Deferrals and Company contributions made during a Plan Year will earn, except as provided for in Article 4.2, interest annually at 150 percent of the Moody’s Rate. Interest will be credited to a Participant’s account for Deferrals and Company contributions made during the Plan Year, as if all Deferrals and contributions were made on the first day of the Plan Year.", "output": "the Plan Year" } ]

[ { "input": "This Third Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original but all of which when taken together shall constitute but one and the same instrument. Delivery of an executed signature page of this Third Amendment by facsimile transmission or PDF electronic transmission shall be effective as delivery of a manually executed counterpart hereof.", "output": "This Third Amendment" } ]

[ { "input": "From time to time after the Closing Date, at the reasonable request of Buyer and at Buyer’s expense (but with no charge for time of Sellers’ personnel), Sellers shall use commercially reasonable efforts to execute and deliver such other instruments of sale, transfer, conveyance, assignment and confirmation and take such action as Buyer may reasonably determine is necessary to transfer, convey and assign to Buyer, and to confirm Buyer’s title to, obligation under or interest in any or all of the Purchased Assets pursuant to this Agreement, to put Buyer in actual possession and operating control of such Purchased Assets as contemplated by this Agreement.", "output": "Buyer" } ]

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

[ { "input": "The Grantee hereby agrees that any change, interpretation, determination or modification of this Agreement by the Committee shall be final and conclusive for all purposes and on all persons including the Company and the Grantee; provided, however, that with respect to any amendment or modification of the Plan which affects the Award made hereby, the Committee shall have determined that such amendment or modification is in the best interests of the Grantee of such Award.", "output": "Committee" } ]

[ { "input": "Effective as of the date hereof, Guarantor is hereby released by the Beneficiaries from all of the obligations, duties, undertakings, agreements, covenants and indemnities of the Guarantor under the Guaranty, and the Guaranty is terminated and is of no further force or effect. Nothing in this Release shall modify, limit or release Guarantor from any of its obligations under (i) that certain Redemption Agreement, dated as of the date hereof, by and among Fund Member, Coach Legacy Yards LLC (“ Coach Legacy ”) and the Company, or (ii) that certain Amended and Restated Development Agreement, dated as of the date hereof, by and between Coach Legacy, Developer, and Guarantor.", "output": "Amended and Restated Development Agreement" } ]

[ { "input": "The waiver by the Company of any provision of this Award Agreement at any time or for any purpose shall not operate as or be construed to be a waiver of the same or any other provision of this Award Agreement at any subsequent time or for any other purpose.", "output": "this Award Agreement" } ]

[ { "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": "one" } ]

[ { "input": "The term (“ Term ”) of this Agreement shall commence on the date hereof and shall immediately terminate upon the earliest of, without the need for any further action by any person, (i) the mutual agreement of the Parties, (ii) the Closing (iii) the termination of the Merger Agreement and (iv) the amendment of the Merger Agreement without the prior written consent of the Principal Stockholders in any manner that could be reasonably likely to (x) increase the number of shares of the Buyer Common Stock issuable to the Seller at the Closing or (y) provide the Seller or any affiliate thereof with greater rights with respect to the operations or management of Buyer following the Closing.", "output": "the Merger Agreement" } ]

[ { "input": "Nothing in this Agreement, the 2017 OPP or the Plan shall confer upon the Participant any right to continue to serve as an Employee or other service provider of the Company or any of its Affiliates or shall interfere with or restrict in any way the rights of the Company and its Affiliates, which rights are hereby expressly reserved, to discharge or terminate the services of the Participant at any time for any reason whatsoever, with or without Cause, except to the extent expressly provided to the contrary in a written agreement between the Company or an Affiliate, on the one hand, and the Participant on the other.", "output": "Participant" } ]

[ { "input": "Following the end of each calendar year and subject to the approval of the Board, you will be eligible for a performance bonus of up to 65% of your annualized base salary (the “Target Bonus”), based on your personal performance and the Company’s performance during the applicable calendar year, as determined by the Board in its sole discretion. In any event, you must be an active employee of the Company on the date the bonus is distributed in order to be eligible for and to earn any bonus award, as it also serves as an incentive to remain employed by the Company.", "output": "the applicable calendar year" } ]

[ { "input": "This Third Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, but all such counterparts shall constitute one and the same instrument, and all signatures need not appear on any one counterpart. Any party hereto may execute and deliver a counterpart of this Third Amendment by delivering by facsimile or email transmission a signature page of this Third Amendment signed by such party, and any such facsimile or email signature shall be treated in all respects as having the same effect as an original signature. Any party delivering by facsimile or email transmission a counterpart executed by it shall promptly thereafter also deliver a manually signed counterpart of this Third Amendment.", "output": "this Third Amendment" } ]

[ { "input": "Capitalized terms used herein and not defined herein shall have the meanings set forth in the Dealer Manager Agreement.", "output": "the Dealer Manager Agreement" } ]

[ { "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": "Executive" } ]

[ { "input": "Subject to the terms and conditions set forth in this Agreement, the Company hereby grants to the Employee an option (“Option”) to purchase 2,500,000 shares of common stock of the Company (“Option Shares”) at an exercise price of $3.00 per Share (the “Option Price”). The Option shall become exercisable according to Paragraph 2 below.", "output": "2,500,000" } ]

[ { "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": "Agent shall have the right to commence, appear in or defend any action or proceeding purporting to affect the Property, Improvements, Loan Documents or the rights, duties or liabilities of Borrower or Agent under any of the Loan Documents. In exercising such right, Agent may incur and pay costs and expenses including, without limit, attorneys’ fees and court costs. Borrower agrees to pay to Agent within 5 days of demand all such expenses incurred or paid by Agent and such expenses shall bear interest after such 5 days at the rate applicable to the principal balance of the Note as specified therein. Until repaid, such amounts shall have the security afforded Advances under the Note and this Agreement.", "output": "Agent" } ]

[ { "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": "Restricted Stock" } ]

[ { "input": "HEP is properly treated as a partnership for United States federal income tax purposes and more than 90% of HEP’s current gross income is qualifying income under 7704(d) of the Internal Revenue Code of 1986, as amended.", "output": "more than 90%" } ]

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

[ { "input": "The Committee may delegate its powers and duties under the Plan to one or more officers or Directors of the Company, subject to such terms, conditions and limitations as the Committee may establish in its sole discretion; provided, however , that the Committee shall not delegate its powers and duties under the Plan (i) with regard to officers or directors of the Company or any Affiliate who are subject to Section 16 of the Exchange Act, (ii) in such a manner as would cause the Plan not to comply with the requirements of Section 162(m) or (iii) in such a manner as would contravene Section 157 of the Delaware General Corporation Law.", "output": "Company" } ]

[ { "input": "The Board of Directors shall meet at least semi-annually (unless the Members or the Board of Directors otherwise determine) on such dates as the Board of Directors may agree in writing. Additional meetings shall be held at the written request of any director on five business days’ notice issued to all directors by the director requesting the meeting. Unless otherwise agreed by the Board, the meetings shall alternate between a location reasonably designated by the AVI directors and a location reasonably designated by the WVI directors.", "output": "the Board of Directors" } ]

[ { "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": "prior to three months" } ]

[ { "input": "As of the Termination Date, you will cease to be an employee of the Santander Group. For the avoidance of doubt, you will cease to provide any services to the Santander Group as of the Termination Date, except as specifically required by this Agreement. Your separation from service will be treated as a termination by Santander “without cause” for all purposes, including for purposes of all Santander Group Arrangements.", "output": "the Santander Group" } ]

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

[ { "input": "(i) At the time of filing the Registration Statement and (ii) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Securities Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), the Company met the then applicable requirements for use of Form S-3 under the Securities Act, including compliance with General Instruction I.B.1 of Form S-3.", "output": "the Exchange Act" } ]

[ { "input": "Except as provided in clause (c) above, each request for a Swingline Advance shall be made pursuant to telephone notice to Swingline Lender given no later than 1:00 p.m. (Atlanta, Georgia time) (or such later time as accepted by Swingline Lender) on the date of the proposed Swingline Advance, promptly confirmed by a completed and executed Notice of Borrowing telecopied or facsimiled to Administrative Agent and Swingline Lender.  Swingline Lender will promptly make the Swingline Advance available to Borrower at Borrower’s account with Administrative Agent or as otherwise directed by Borrower with written notice to Administrative Agent.", "output": "Administrative Agent" } ]

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

[ { "input": "This Agreement and the Grant Notice shall be construed and interpreted in accordance with the laws of the State of Delaware, without regard to the principles of conflicts of law thereof. Notwithstanding anything contained in this Agreement, the Grant Notice or the Plan to the contrary, if any suit or claim is instituted by the Participant or the Company relating to this Agreement, the Grant Notice or the Plan, the Participant hereby submits to the exclusive jurisdiction of and venue in the courts of Delaware.", "output": "Delaware" } ]

[ { "input": "This Agreement, the Plan and certain definitions under the Employment Agreement constitute the entire understanding between the Participant and the Company regarding this Stock Award. Notwithstanding the terms of the Employment Agreement, or any other agreement between the Participant and the Company, the Restricted Stock awarded to the Participant under this Agreement shall vest only in accordance with the terms of this Agreement and any applicable vesting or accelerated vesting provisions contained in the Employment Agreement or any other agreement between the Participant and the Company are superseded by the terms of this Agreement.", "output": "Participant" } ]

[ { "input": "Except as otherwise provided in the Plan or this Agreement, if Participant’s Employment terminates for any reason not covered by Sections 6(b), 6(c), or 6(e) above, Participant shall immediately forfeit to the Company any and all unvested Restricted Stock Units, and all rights and interests therein, without compensation, upon the Termination Date.", "output": "Sections 6(b)" } ]

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

[ { "input": "Participant hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of Participant’s personal data as described in this Agreement and any other RSU grant materials by and among, as applicable, the Employer, the Company, its Parent, Subsidiaries and affiliates for the exclusive purpose of implementing, administering and managing Participant’s participation in the Plan.", "output": "Participant" } ]

[ { "input": "The Investor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D. The Investor can bear the economic risk of its investment in the New Note, and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of an investment in the New Note.", "output": "Rule 501(a)" } ]

[ { "input": "For all services to be performed hereunder, your annual base salary will be $690,000, payable in accordance with the Company’s standard payroll practices and subject to all applicable tax withholdings. Base salary is inclusive of any fees and committee fees (other than Stock Grants) you are otherwise entitled to in your role as a Member of the Board or Committee thereof. Wages are currently paid every other week, on Friday. Your performance will be reviewed each year in accordance with Company policy and practice. Future salary increases will be based on individual and Company performance, and subject to the discretion of the Board of Directors (the “Board”) or designated committee.", "output": "Company" } ]

[ { "input": "Interest shall be computed on the basis of a three hundred sixty (360) day year for the actual number of days elapsed. In computing interest, (i) all payments received after 12:00 p.m. Eastern time on any day shall be deemed received at the opening of business on the next Business Day, and (ii) the Effective Date shall be included and the date of payment shall be excluded.", "output": "a three hundred sixty (360) day year" } ]

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

[ { "input": "Neither the Company, its Subsidiaries or any of their Affiliates, nor any Person acting on 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 require approval of stockholders of the Company under any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company are listed or designated for quotation. No registration of the offer, sale or transfer of any of the Securities is required, except for registration contemplated hereby pursuant to the Registration Rights Agreement.", "output": "Company" } ]

[ { "input": "The terms of this Agreement shall be binding upon and shall enure to the benefit of any successors or assigns of the Company and of the Grantee.", "output": "Company" } ]

[ { "input": "The interest payable pursuant to Section 3.02 of the Credit Agreement shall accrue during the Forbearance Period and be deemed to have accrued at the Post-Default Rate from and after January 1, 2015.", "output": "January 1, 2015" } ]

[ { "input": "Provided that Executive is employed with the Company on December 31, 2016, and that Executive has delivered to the Company, and not revoked, a release agreement, substantially in the form attached hereto as Exhibit A (the “ Release ”), the consulting agreement attached hereto as Exhibit B (the “ Consulting Agreement ”) shall become effective as of January 1, 2017. In the event the foregoing conditions are not satisfied, the Consulting Agreement shall be null and void and of no effect.", "output": "January 1, 2017" } ]

[ { "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": "ninety (90) days" } ]

[ { "input": "Employee represents and agrees that he/she shall not make any oral, written or electronic negative, disparaging or adverse statements or representations of or concerning the Company or any Releasee. Employee further represents and agrees that Employee has not and will not engage in any conduct or take any actions whatsoever to cause or influence any person or entity, including, but not limited to, any past, present or prospective employee of the Company, to initiate oral, written or electronic negative, disparaging or adverse statements or representations of or concerning the Company or any Releasee.", "output": "Company" } ]

[ { "input": "The Company shall be obligated to withhold amounts sufficient to satisfy any tax withholding or similar withholding obligations to which the Company or its Subsidiaries may be subject by reason of payment under this Award.  The Participant expressly acknowledges and agrees that the Participant’s rights hereunder are subject to this obligation of the Company regarding any applicable taxes required to be withheld in connection with the Award, in a form and manner satisfactory to the Company.", "output": "Company" } ]

[ { "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": "Rule 501(a)(1)" } ]

[ { "input": "To the extent applicable, it is intended that this Agreement and the Plan comply with the provisions of Section 409A of the Code. This Agreement and the Plan shall be administered in a manner consistent with this intent, and any provision that would cause the Agreement or the Plan to fail to satisfy Section 409A of the Code shall have no force and effect until amended to comply with Section 409A of the Code (which amendment may be retroactive to the extent permitted by Section 409A of the Code and may be made by the Company without the consent of Grantee).", "output": "Section 409A of the Code" } ]

[ { "input": "Subject to the provisions of Section 2.8, Swingline Loans shall bear interest at a per annum rate equal to the Alternate Base Rate plus the Applicable Margin for Revolving Loans that are Alternate Base Rate Loans. Interest on Swingline Loans shall be payable in arrears on each Interest Payment Date.", "output": "Section 2.8" } ]

[ { "input": "Borrower hereby unconditionally promises to pay to the order of Bank, in lawful money of the United States of America, the aggregate unpaid principal amount of all Credit Extensions made by Bank to Borrower, together with accrued and unpaid interest on the unpaid principal amount of such Credit Extensions at the rates set forth herein, and all other Obligations owing by Borrower to Bank, in each case as and when due in accordance with the terms hereof.", "output": "Bank" } ]

[ { "input": "The date on which a modification election is submitted to the Committee must be at least 12 months prior to the date on which payment is scheduled to commence under the Payment Schedule in effect prior to the modification.", "output": "the Payment Schedule" } ]

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