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scholarly360

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contracts-extraction-instruction-llm-experiments

like 6

[ { "input": "If any provision hereof is invalid and unenforceable in any jurisdiction, then, to the fullest extent permitted by law, (i) the other provisions hereof shall remain in full force and effect in such jurisdiction and shall be liberally construed in favor of the Administrative Agent, the Canadian Administrative Agent and the Lenders in order to carry out the intentions of the parties hereto as nearly as may be possible and (ii) the invalidity or unenforceability of any provision hereof in any jurisdiction shall not affect the validity or enforceability of such provision in any other jurisdiction.", "output": "Canadian" } ]

[ { "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": "Executive" } ]

[ { "input": "This Agreement is intended to create a contractual relationship among Holder, the Company and Parent, and is not intended to create, and does not create, any agency, partnership, joint venture or any like relationship among the parties hereto or among any other Company shareholders entering into voting agreements with the Company or Parent. Holder is not affiliated with any other holder of securities of the Company entering into a voting agreement with the Company or Parent in connection with the Merger Agreement and has acted independently regarding its decision to enter into this Agreement. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to any Shares.", "output": "Company" } ]

[ { "input": "The Committee shall have the power to accelerate the time at which an Award may first be exercised or the time during which an Award or any part thereof will vest in accordance with the Plan, notwithstanding the provisions in the Award stating the time at which it may first be exercised or the time during which it will vest.", "output": "Committee" } ]

[ { "input": "This Agreement and General Release sets forth the entire agreement between the parties hereto and fully supersedes any prior agreements or understandings between the parties; provided, however, that notwithstanding anything in this Agreement and General Release, the provisions in the Severance Agreement that are intended to survive termination of the Severance Agreement, including but not limited to those contained in Articles 8, 9 and 10, 13 and in Section 17.2 thereof, shall survive and continue in full force and effect. Employee acknowledges the Executive has not relied on any representations, promises, or agreements of any kind made to the Executive in connection with the Executive’s decision to accept this Agreement and General Release.", "output": "10," } ]

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

[ { "input": "This Settlement Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of California, without giving effect to its choice of law provisions.", "output": "California" } ]

[ { "input": "As of the Amendment Date, Lessor hereby reserves for the benefit of, and Lessee shall be obligated to hold and pay over to, the Royalty Holders a Royalty (as defined below) pursuant to the following terms and conditions of this Paragraph 4.0.", "output": "Lessee" } ]

[ { "input": "The Company shall file all reports required to be filed by it under the Securities Act and the Exchange Act and shall take such further action as Investor may reasonably request, all to the extent required to enable Investor to sell the Common Stock into which the Note may be converted pursuant to and in accordance with Rule 144.  Such action shall include, but not be limited to, making available adequate current public information meeting the requirements of paragraph (c) of Rule 144.", "output": "Rule 144" } ]

[ { "input": "The Table of Contents and the various headings in this 2017-A Servicing Supplement are included for convenience only and will not affect the meaning or interpretation of any provision of this 2017-A Servicing Supplement.", "output": "this 2017-A Servicing Supplement" } ]

[ { "input": "The Company will grant the Executive effective on the Commencement Date a non-qualified stock option for the purchase of an aggregate of 550,000 shares of Common Stock of the Company pursuant to the terms of the Corindus Vascular Robotics, Inc. 2014 Stock Award Plan (the ”Stock Plan”) and the Company’s standard form of non-qualified stock option agreement with a strike price equal to the closing stock price on the date of grant (the “Option”). Subject to the Executive’s continued employment, the Option shall vest over a period of four (4) years, with the first 25% of the Option vesting on the one (1) year anniversary of the Commencement Date and the remaining 75% vesting ratably monthly over the following three (3) years.", "output": "2014" } ]

[ { "input": "Neither the Borrower nor any Subsidiary is an “investment company” or a company “controlled” by an “investment company,” within the meaning of the Investment Company Act of 1940, as amended.", "output": "the Investment Company Act of 1940" } ]

[ { "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": "Swingline Lender" } ]

[ { "input": "The Borrower will, and will cause each Loan Party and each of their respective Subsidiaries to, pay and discharge at or before maturity all of its obligations and liabilities (including, without limitation, all taxes, assessments and other governmental charges, levies and all other claims that could result in a statutory Lien) before the same shall become delinquent or in default, except where (a) (i) the validity or amount thereof is being contested in good faith by appropriate proceedings and (ii) the Borrower, any Loan Party or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP or (b) the failure to make payment pending such contest could not reasonably be expected to result in a Material Adverse Effect.", "output": "GAAP" } ]

[ { "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": "59" } ]

[ { "input": "All payments of Expenses, including any Expense Advance, and other amounts by the Company to the Indemnitee pursuant to this Agreement will be made as soon as practicable after a written request or demand therefor by Indemnitee is presented to the Company, but in no event later than 30 days after (i) such demand is presented or (ii) such later date as a determination of entitlement to indemnification is made in accordance with Section 6.6, if applicable; provided , however , that an Expense Advance will be made within the time provided in Section 4.3 hereof.", "output": "later than 30 days" } ]

[ { "input": "All licenses (and to the extent applicable rights) granted under or pursuant to this Agreement by Enumeral to Pieris are, and shall otherwise be deemed to be, for purposes of Section 365(n) of Title 11, United States Code (the “Bankruptcy Code”) licenses of rights to “intellectual property” as defined under Section 101 of the Bankruptcy Code. The Parties agree that Pieris, as a licensee of such rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the Bankruptcy Code.", "output": "the Bankruptcy Code" } ]

[ { "input": "Tenant shall have the right to enter upon the 3rd Floor Expansion Premises ten (10) days prior to the date Landlord delivers the 3rd Floor Expansion Premises to Tenant for the installation of Tenant's furniture, fixtures and equipment, provided that such early entry shall be subject to all of the terms and conditions of the Lease other than the obligation to pay Rent with respect to the 3rd Floor Expansion Premises.", "output": "3rd" } ]

[ { "input": "The Executive shall be entitled in each year to five (5) weeks’ paid vacation, in addition to weekends and statutory holidays, to be taken in installments of no more than three (3) consecutive weeks of paid time off. Subject to the foregoing, paid vacation is to be taken at such time or times as the Executive may select and the Board may reasonably approve having regard to the business affairs and operations of the Company.", "output": "weekends" } ]

[ { "input": "Indemnitee shall cooperate with the Reviewing Party with respect to its determination of Indemnitee’s entitlement to indemnification, including providing to the Reviewing Party on reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to the determination. Any Expenses incurred by Indemnitee in so cooperating with the Reviewing Party shall be borne by the Corporation, regardless of the determination as to Indemnitee’s entitlement to indemnification.", "output": "Indemnitee" } ]

[ { "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": "Lessee" } ]

[ { "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": "Indianapolis" } ]

[ { "input": "The Company has implemented and maintains in effect and enforce policies and procedures designed to ensure compliance by the Company, its Subsidiaries and their directors, officers and employees with applicable Anti-Corruption Laws and applicable Sanctions, and the Company, its Subsidiaries and their respective officers and directors and to the knowledge of the Company its employees are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of the Company, any Subsidiary or to the knowledge of the Company or any Subsidiary any of their respective directors, officers or employees is a Sanctioned Person, except to the extent permitted for a Person required to comply with Sanctions.", "output": "Company" } ]

[ { "input": "Landlord shall also have the exclusive right, but not the obligation, to provide any additional services which may be required by Tenant, including, without limitation, locksmithing (which shall not include any card key access or security system installed by Tenant), additional janitorial service (only if Tenant has not elected to provide its own janitorial service as permitted by Section 6.1.4 above), and additional repairs and maintenance which Tenant requests Landlord to perform, provided that Tenant, as Additional Rent, shall pay to Landlord upon billing, the sum of all costs to Landlord of such additional services plus an administration fee not to exceed five percent (5%) of the cost of the work.", "output": "Tenant" } ]

[ { "input": "The principal executive officer and principal financial officer of the Company have made all certifications required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith (the “ Sarbanes-Oxley Act ”) with respect to all reports, schedules, forms, statements and other documents required to be filed by it with the Commission, and the statements contained in any such certification are complete and correct. The Company, and to its knowledge, all of the Company’s directors or officers, in their capacities as such, are in compliance in all material respects with all applicable effective provisions of the Sarbanes-Oxley Act.", "output": "the Sarbanes-Oxley Act" } ]

[ { "input": "The Participant agrees that unless duly authorized in writing by the Company, he will neither during his employment by Constellation nor at any time thereafter divulge or use in connection with any business activity other than that of Constellation any trade secrets or confidential information first acquired by the Participant during and by virtue of employment with Constellation. Notwithstanding the foregoing, nothing in this Agreement prohibits Participant from reporting possible violations of federal law or regulation to any governmental agency or entity, including but not limited to the Securities and Exchange Commission, or making other disclosures that are protected under the whistleblower protections of federal law or regulation.", "output": "Company" } ]

[ { "input": "In addition to and not in limitation of any other right or remedy under this Lease and the other Lease Documents, Landlord may without prior notice to any person set off any sum or obligation (whether or not arising under this Lease) owed by Tenant or any Affiliate of Tenant to Landlord or any Affiliate of Landlord against any sum or obligation (whether or not arising under this Lease) owed by Landlord or any Affiliate of Landlord to Tenant or any Affiliate of Tenant.", "output": "Landlord" } ]

[ { "input": "If the Executive’s employment is terminated for any reason under this Agreement, the Executive shall be deemed to resign (i) from the board of directors of the Company or any other member of the Company Group or any other board to which the Executive has been appointed or nominated by or on behalf of the Company and (ii) from any position with the Company Group, including, but not limited to, as an officer of the Company and any other member of the Company Group.", "output": "Company" } ]

[ { "input": "Neither the Syndication Agent nor any Co-Documentation Agent shall have any right, power, obligation, liability, responsibility or duty under this Agreement, but all such Persons shall have the benefit of the indemnities provided for hereunder. Without limiting the foregoing, none of such Lenders shall have or be deemed to have a fiduciary relationship with any Lender. Each Lender hereby makes the same acknowledgments with respect to such Lenders as it makes with respect to the Administrative Agent in Section 10.11.", "output": "Section 10.11" } ]

[ { "input": "Executive agrees that during the Employment Period and, if Executive’s employment is terminated during the Term (i) by the Company other than by reason of death or Disability or (ii) by Executive for Good Reason, during the one (1) year period following the Date of Termination he shall not publicly make or publish, orally or in writing, any derogatory or disparaging statements regarding the Company or its directors, officers, employees of affiliates which are or reasonably may be expected to be injurious or inimical to the business reputation, good will or best interests of the Company or any such persons or affiliates.", "output": "the Employment Period" } ]

[ { "input": "Buyer shall be responsible for and pay all federal, state or local sales, transfer, gross proceeds, use and similar taxes incident to or applicable to the Property it receives under this Agreement, or caused by the transfer of the Property to Buyer under this Agreement. If Seller is required to pay such sales, use or similar taxes on behalf of Buyer, Buyer will reimburse Seller at Closing for all sales and use taxes due and payable on the transfer of the Property to Buyer.", "output": "Buyer" } ]

[ { "input": "Effective Date means January 5, 2018.", "output": "January 5, 2018" } ]

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

[ { "input": "This Agreement will be terminated and of no force or effect, the parties hereto will have no liability hereunder (other than with respect to monies due and owing by Achieve to Rights Agent), and no payments will be required to be made, upon the earlier of (a) the expiration of the CVR Term, or (b) the termination of any payment obligations pursuant to Section 4.4.", "output": "Section 4.4" } ]

[ { "input": "The Participant’s Stock Units (including, for clarity, any stock units credited as dividend equivalents pursuant to Section 3(b)) shall terminate to the extent such units have not become vested as of the Participant’s Severance Date, regardless of the reason for the Participant’s separation from service, whether with or without cause, voluntarily or involuntarily. If any unvested Stock Units are terminated hereunder, such Stock Units shall automatically terminate and be cancelled as of the applicable termination date without payment of any consideration by the Corporation and without any other action by the Participant, or the Participant’s beneficiary or personal representative, as the case may be.", "output": "Participant" } ]

[ { "input": "The operations of each of the Company or any of its Subsidiaries are and have been conducted at all times in compliance with the money laundering statutes of applicable jurisdictions, the rules and regulations thereunder all applicable Governmental Bodies and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Body (collectively, the “ Money Laundering Laws ”) and no action, suit or proceeding by or before any Governmental Body or any arbitrator involving the Company and/or any Subsidiary with respect to the Money Laundering Laws is pending or, to the Company’s Knowledge, threatened.", "output": "the Money Laundering Laws" } ]

[ { "input": "Neither the Chairman of the Board nor any person claiming under or through the Chairman of the Board will have any of the rights or privileges of a stockholder of the Company in respect of any Shares deliverable hereunder unless and until the date of issuance of any such Shares under the 2015 Plan.", "output": "2015" } ]

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

[ { "input": "Unless otherwise provided in the applicable Schedule or separate written operation and maintenance agreement, including the Omnibus Agreement, Lessee acknowledges that Lessor is providing the Equipment as a “bare rental” and, therefore, Lessor will have no maintenance or inspection obligations with respect to the Equipment except capitalizable maintenance obligations.", "output": "the Omnibus Agreement" } ]

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

[ { "input": "Executive understands that this Agreement does not, and shall not be construed to, grant the Executive any license or right of any nature with respect to any Work Product or Intellectual Property Rights or any Confidential Information, materials, software or other tools made available to Executive by the Corporation.", "output": "Executive" } ]

[ { "input": "Subdivision 83A-C of the Income Tax Assessment Act 1997 (Cth) applies to the Units granted under the Plan, such that the Units are intended to be subject to deferred taxation.", "output": "the Income Tax Assessment Act 1997" } ]

[ { "input": "There are no actions, suits, proceedings or investigations pending against the Guarantor, nor has the Guarantor received notice of any threat thereof, and the Guarantor is not a party or to its knowledge subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality, that question the validity of this Agreement, or the right of the Guarantor to enter into this Agreement, or to consummate the transactions contemplated hereby, nor is the Guarantor aware that there is any basis for any of the foregoing.", "output": "Guarantor" } ]

[ { "input": "The Permal Contributor will at the Closing have sufficient immediately available funds, in cash, to pay the Cash Amount and any other amounts to be paid pursuant to Article II by the Permal Contributor. Assuming that all representations in Article IV are true and correct, the consummation of the Closing, including the payment of any amounts to be paid by the Permal Contributor pursuant to Article II , and the other Transactions, and payment of all related fees and expenses of the Permal Contributor and the Permal Entities in connection therewith, will not cause the Permal Entities to become insolvent.", "output": "the Permal Entities" } ]

[ { "input": "This Agreement shall inure to the benefit of and be binding upon the parties hereto and each 2016-1 Exchange Noteholder or Pledgee of the 2016-1 Exchange Note and each Noteholder who shall be considered third-party beneficiaries hereof. Except as otherwise provided in this Agreement, no other Person shall have any right or obligation hereunder.", "output": "third" } ]

[ { "input": "This Section 11, does not apply to (i) workers’ compensation or unemployment insurance claims or (ii) claims concerning ownership, validity, infringement, misappropriation, disclosure, misuse, or enforceability of any confidential information, patent right, copyright, mask work, trademark, or any other trade secret or intellectual property held or sought by either the Executive or the Company.", "output": "This Section 11" } ]

[ { "input": "It is the intention of Debtor and Lender that the following NOTICE OF FINAL AGREEMENT be incorporated by reference into each of the Loan Documents (as the same may be amended, modified or restated from time to time).  Debtor and Lender warrant and represent that the entire agreement made and existing by or among Debtor and Lender with respect to the Loan is and shall be contained within the Loan Documents, and that no agreements or promises exist or shall exist by or among, Debtor  and Lender that are not reflected in the Loan Documents.  By execution and delivery of this Amendment, Debtor acknowledges that Debtor has received a copy of this NOTICE OF FINAL AGREEMENT .", "output": "Lender" } ]

[ { "input": "The provisions of this Article 2 shall survive the Closing.", "output": "2" } ]

[ { "input": "In the event any one or more of the provisions contained in this Amendment should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not in and of itself affect the validity of such provision in any other jurisdiction). The parties shall endeavor in good faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.", "output": "one" } ]

[ { "input": "In accordance with Section 2.2 of the Transaction Agreement dated June 1, 2015 by and among Landlord, Tenant and certain of their Affiliates,  Landlord and Tenant confirm that the defined term “Base Year” set forth in Section 1.10 of the Lease means, with respect to the Property located at 160 State Highway 77, Hillsboro, Texas, the 2019 calendar year.", "output": "Texas" } ]

[ { "input": "This Agreement may be executed in one or more counterparts and by facsimile or other electronic signature, all of which shall be considered one and the same agreement, and shall become effective when one or more such counterparts have been signed by each of the parties and delivered to the other party.", "output": "one" } ]

[ { "input": "The Borrower shall permit the State and any party designated by the State, at any and all reasonable times during construction of the Project and thereafter upon prior written notice, to examine, visit and inspect the property, if any, constituting the Project and to inspect and make copies of any accounts, books and records, including (without limitation) its records regarding receipts, disbursements, contracts, investments and any other matters relating thereto and to its financial standing, and shall supply such reports and information as the State may reasonably require in connection therewith.", "output": "State" } ]

[ { "input": "Samson has all corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder.  This Agreement has been duly authorized, executed and delivered by Samson and, assuming it has been duly and validly executed and delivered by the Stockholders, constitutes a legal, valid and binding obligation of Samson, enforceable against it in accordance with the terms of this Agreement, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium, receivership or other similar Laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law).", "output": "Samson" } ]

[ { "input": "Company acknowledges that the outstanding balance of the New Note will include a $20,000.00 fee to cover Investor’s legal fees, accounting costs, due diligence, monitoring and other transaction costs incurred in connection with the Settlement (the “ Transaction Expense Amount ”). The “ New Note Purchase Price ”, therefore, shall be $6,816,556.53, computed as follows: $6,836,556.53 initial principal balance, less the Transaction Expense Amount. The New Investment Amount shall be the New Note Purchase Price less the Prior Note Balance (following forgiveness by Investor of $2,677,393.47) .", "output": "6,836,556.53" } ]

[ { "input": "The Committee may delegate any of its administrative duties and powers to any officer or employee of the Corporation or its subsidiaries as it deems appropriate, except for any duties that may not be delegated pursuant to applicable law or regulation.  In administering the Plan, the Committee may employ attorneys, consultants, accountants, or other persons, and the Corporation and the Committee will be entitled to rely on the advice or opinions of such persons. All ordinary and reasonable expenses of the Plan will be paid by the Corporation.", "output": "Corporation" } ]

[ { "input": "A Participant shall not be entitled to receive any greater payment under Sections 3.10. and 5.1. than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 3.10. unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower and the Administrative Agent, to comply with Section 3.10.(c) as though it were a Lender.", "output": "5.1." } ]

[ { "input": "The Participant agrees that this Award shall be governed by and interpreted in accordance with the laws of the Commonwealth of Virginia without regard to Virginia’s choice of law rules. The Participant consents to the personal jurisdiction of the federal and/or state courts serving the Commonwealth of Virginia and waives any defenses of forum non conveniens. The Participant agrees that any and all initial judicial actions related to this Award shall only be brought in the United States District Court for the Eastern District of Virginia, Norfolk Division or the appropriate state court in the City of Norfolk, Virginia regardless of the place of residence or work location of the Participant at the time of such action.", "output": "the Eastern District" } ]

[ { "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": "sixty (60) days" } ]

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

[ { "input": "Such Defaulting Lender (i) shall be limited in its right to receive facility fees as provided in Section 6.5.1 and (ii) shall be limited in its right to receive Letter of Credit Fees as provided in Section 5.9 .", "output": "Section 6.5.1" } ]

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

[ { "input": "Subject to the provisions of Section 4 hereof, the Units are subject to forfeiture by Participant at any time during the Performance Period immediately upon termination of Participant’s employment with the Company or a Subsidiary. Upon any such forfeiture, all rights of Participant with respect to the forfeited Units shall terminate and Participant shall have no further interest of any kind therein.", "output": "Section 4 hereof" } ]

[ { "input": "The Committee may take any action upon a majority vote at any meeting at which all members are present, and may take any action without a meeting upon the unanimous written consent of all members. All action by the Committee shall be evidenced by a certificate signed by the chairperson or by the secretary to the Committee. The Committee shall appoint a secretary to the Committee who need not be a member of the Committee, and all acts and determinations of the Committee shall be recorded by the secretary, or under his supervision. All such records, together with such other documents as may be necessary for the administration of the Plan, shall be preserved in the custody of the secretary.", "output": "Plan" } ]

[ { "input": "In addition to the other requirements of this Section 6 , Tenant shall, no later than the second (2 nd ) business day of each month until the Tenant Improvements are complete, provide Landlord with an estimate of (a) the percentage of design and other soft cost work that has been completed, (b) design and other soft costs spent through the end of the previous month, both from commencement of the Tenant Improvements and solely for the previous month, (c) the percentage of construction and other hard cost work that has been completed, (d) construction and other hard costs spent through the end of the previous month, both from commencement of the Tenant Improvements and solely for the previous month, and (e) the date of substantial completion of the Tenant Improvements.", "output": "Tenant" } ]

[ { "input": "The Loan Parties shall jointly and severally indemnify each Recipient, within ten (10) days after demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 4.1 ) payable or paid by such Recipient or required to be withheld or deducted from a payment to such Recipient and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to Borrower by a Lender (with a copy to Agent), or by Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.", "output": "ten (10) days" } ]

[ { "input": "If and to the extent requested by the Company or any of its subsidiaries, Mr. Kanas shall provide Mr. Kanas' reasonable cooperation in connection with any action or proceeding (or any appeal from any action or proceeding) which relates to events occurring during Mr. Kanas' service to the Company and its subsidiaries.  In respect of the foregoing cooperation, the Company shall provide reasonable compensation to Mr. Kanas and shall reimburse Mr. Kanas promptly for reasonable out-of-pocket expenses (including travel costs, lodging and meals); provided that such reimbursement shall be made no later than the end of the calendar year after the year in which the expenses are incurred.", "output": "Company" } ]

[ { "input": "All present or future stamp, court or documentary, intangible, recording, filing or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment (other than an assignment made pursuant to §4.15 or §18.9 ).", "output": "§4.15 or §18.9 )" } ]

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

[ { "input": "This Agreement is intended to create a contractual relationship among Holder, the Company and Parent, and is not intended to create, and does not create, any agency, partnership, joint venture or any like relationship among the parties hereto or among any other Company shareholders entering into voting agreements with the Company or Parent. Holder is not affiliated with any other holder of securities of the Company entering into a voting agreement with the Company or Parent in connection with the Merger Agreement and has acted independently regarding its decision to enter into this Agreement. Nothing contained in this Agreement shall be deemed to vest in Parent any direct or indirect ownership or incidence of ownership of or with respect to any Shares.", "output": "Company" } ]

[ { "input": "The current term of this Agreement began on February 11, 2019 and will end on February 10, 2020, and, thereafter, will continue in force for successive one year periods with the mutual consent of the parties including an affirmative vote of a majority of the Independent Directors. It is the duty of the Board of Directors to evaluate the performance of the Business Manager annually before renewing this Agreement, and each renewal shall be for a term of no more than one year.", "output": "one year" } ]

[ { "input": "The closing of the transactions described in this Agreement (the “ Closing ”) shall occur on the date that is thirty-five (35) days from the end of the Due Diligence Period (the “ Closing Date ”). Notwithstanding the foregoing provision, the Closing Date may be extended by Sellers pursuant to the terms set forth in Sections 4.2.1 , 7.2 , or otherwise in this Agreement.", "output": "7.2" } ]

[ { "input": "The Indenture Trustee shall, as directed in the Servicing Report, withdraw amounts on deposit in the Impositions and Insurance Reserve Account and distribute such amounts as are required to be distributed pursuant to Section 4.03 of the Indenture.", "output": "Section 4.03" } ]

[ { "input": "Subject to the satisfaction of the foregoing requirements, an Employee shall participate in the Plan during each period of his Service from the date on which he first becomes eligible until his termination. For this purpose, an Employee who returns before five (5) consecutive Breaks in Service who previously satisfied the initial eligibility requirements or who returns after five (5) consecutive one year Breaks in Service with a vested Account balance in the Plan shall re-enter the Plan as of the date of his return to Service with an Employer.", "output": "one year" } ]

[ { "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": "Any provision of this Sixth Amendment held by a court of competent jurisdiction to be invalid or unenforceable shall not impair or invalidate the remainder of this Sixth Amendment and the effect thereof shall be confined to the provision so held to be invalid or unenforceable.", "output": "this Sixth Amendment" } ]

[ { "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": "If Participant has received this Option Agreement, or any other document related to the Option and/or the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control, subject to Local Law.", "output": "English" } ]

[ { "input": "All costs, fees and expenses due and payable to the Administrative Agent, the Collateral Agent and the Lenders on or before the Closing Date shall have been paid or, contemporaneously with the funding of the Term Loans, will be paid, to the extent invoiced in reasonable detail at least three Business Days prior to the Closing Date (which amounts may be offset against the proceeds of the Term Loans or using the proceeds of Revolving Loans).", "output": "at least three Business Days" } ]

[ { "input": "The operations of each of the Company or any of its Subsidiaries are and have been conducted at all times in compliance with the money laundering statutes of applicable jurisdictions, the rules and regulations thereunder all applicable Governmental Bodies and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Body (collectively, the “ Money Laundering Laws ”) and no action, suit or proceeding by or before any Governmental Body or any arbitrator involving the Company and/or any Subsidiary with respect to the Money Laundering Laws is pending or, to the Company’s Knowledge, threatened.", "output": "Company" } ]

[ { "input": "This Agreement may not be modified, amended or waived in any manner, except by an instrument in writing signed by the Parties.  The waiver by either Party of compliance with any provision of this Agreement by the other Party shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by such Party of a provision of this Agreement.", "output": "Party" } ]

[ { "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": "Celadon Group, Inc." } ]

[ { "input": "The Committee shall have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret, amend or revoke any such rules.  All actions taken and all interpretations and determinations made by the Committee in good faith shall be final and binding upon Participant, the Company and all other interested persons.  No member of the Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan, this Agreement or the Shares.", "output": "Committee" } ]

[ { "input": "This Agreement shall be binding upon, and inure to the benefit of, each Purchaser, Company and their respective successors, assigns, representatives and heirs. Neither the Company nor any Purchaser shall assign any of its rights nor delegate any of its obligations under the Documents without the prior written consent of the other party.", "output": "Company" } ]

[ { "input": "The Sublet Space is to be used for the Permitted Use, and for no other purpose or business without the prior written consent of both NNRCSI and BMR.  In no event shall the Sublet Space be used for a purpose or use prohibited by the Master Lease.", "output": "NNRCSI" } ]

[ { "input": "Bank warrants and represents for itself and any authorized subcontractor that it shall maintain from the Effective Date and until the termination date of this Agreement insurance of the following kinds and amounts, or in amounts required by applicable law, whichever is greater.", "output": "Bank" } ]

[ { "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": "Tenant" } ]

[ { "input": "The Services will be provided under this Agreement through AT&T, to AT&T’s operating Affiliates. In connection therewith (a) AT&T shall be the sole point of contact for all communications with, and the flow of information and materials from and to Synacor under this Agreement, (b) except as expressly set forth in Article XVIII and Section 21.20 , Synacor shall have no liability under this Agreement to any AT&T Affiliate. Synacor may perform its obligations under this Agreement through its Affiliates and, subject to Section 7.7 , Synacor Agents. Each Party will be responsible and liable for any act or omission of such Party’s Affiliates and Agents to the same extent that such Party would be responsible and liable for its own acts or omissions under this Agreement.", "output": "Synacor" } ]

[ { "input": "Your gross salary annualized over one year will be $300,000, subject to appropriate tax withholdings and deductions, and payable in accordance with Redfin’s normal payroll cycle. You are classified as an exempt employee and your salary is intended to compensate you for all hours worked. Increases are based on your and Redfin’s performance and are not guaranteed. This is a full-time position.", "output": "Redfin" } ]

[ { "input": "If any Grantor shall at any time, acquire a Commercial Tort Claim, the recovery from which could reasonably be expected to exceed $500,000, such Grantor shall promptly notify the Collateral Agent thereof in a writing, therein providing a reasonable description and summary thereof, and upon delivery thereof to the Collateral Agent, together with an Amendment as contemplated by Section 4.2(a)(iii), such Grantor shall be deemed thereby to grant to the Collateral Agent a security interest in such Commercial Tort Claim (subject to each Intercreditor Agreement (if any)).", "output": "500,000" } ]

[ { "input": "LCS or the Owner may terminate this Agreement at any time without cause by giving written notice (a \"Without Cause Termination Notice\"), to be effective at the end of the first month following the expiration of six (6) months after delivery of the Without Cause Termination Notice.", "output": "LCS" } ]

[ { "input": "During the Term and all periods thereafter, Executive will remain in material compliance with the Company’s policies and guidelines, including the Company’s code of business conduct or code of ethics.", "output": "Executive" } ]

[ { "input": "Furnish Agent and GSO, concurrently with the delivery of the financial statements referred to in Sections 9.7 and 9.8, with a Compliance Certificate signed by the President of Borrowers stating, to the best of his knowledge, that Borrowers are in compliance in all material respects with all federal, state and local Environmental Laws. To the extent Borrowers are not in compliance with the foregoing laws, the certificate shall set forth with specificity all areas of non-compliance and the proposed action Borrowers will implement in order to achieve full compliance.", "output": "9.8" } ]

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

[ { "input": "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": "one-year" } ]

[ { "input": "Tenant shall have the right to enter upon the 3rd Floor Expansion Premises ten (10) days prior to the date Landlord delivers the 3rd Floor Expansion Premises to Tenant for the installation of Tenant's furniture, fixtures and equipment, provided that such early entry shall be subject to all of the terms and conditions of the Lease other than the obligation to pay Rent with respect to the 3rd Floor Expansion Premises.", "output": "Tenant" } ]

[ { "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": "Licensee" } ]

[ { "input": "Manager shall provide PA with human resource services as reasonably required by PA.", "output": "PA" } ]

[ { "input": "The segregated non-interest bearing trust account or accounts, each of which shall be an Eligible Account, established and maintained pursuant to Section 4.1 and Section 4.7 and entitled “Wells Fargo Bank, N.A., as Indenture Trustee for the Ditech PLS Advance Trust II Advance Receivables Backed Notes, Collection and Funding Account,” with the wire instructions as set forth on Schedule 2 hereto.", "output": "Wells Fargo Bank, N.A." } ]

[ { "input": "This Agreement shall commence upon receipt of the Compensation st forth in Section 4(a) and shall extend thereafter for an initial period of six (6) months (“ Term ”). Unless immediate termination is otherwise specifically permitted herein or by applicable law ( e.g. for material breach), the Company may cancel this Agreement by providing thirty (30) calendar days written notice to Consultant (“ Termination Notice ”). Notwithstanding, in the event of termination, the Compensation (Section 4) shall be immediately due and payable.", "output": "4" } ]

[ { "input": "Mr. Fortnum acknowledges and agree that his simultaneous execution and delivery of the Confidentiality Agreement is a condition precedent for his eligibility to receive the benefits set forth in Section 3 above.  Sections 2, 3 and 4 of this Agreement shall survive and continue in full force and effect in accordance with their respective terms.", "output": "Fortnum" } ]