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scholarly360

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contracts-extraction-instruction-llm-experiments

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[ { "input": "The Company will arrange for the delivery to each Participant of the shares of Common Stock purchased upon exercise of his or her option as soon as reasonably practicable. The shares of Common Stock shall be deposited directly into an ESPP Share Account established in the name of the Participant with a Designated Broker and the Committee may require that the shares be retained with such Designated Broker for a specified period of time. Participants will not have any voting, dividend or other rights of a shareholder with respect to the shares of Common Stock subject to any option granted hereunder until such shares have been delivered pursuant to this Section 9.", "output": "Committee" } ]

[ { "input": "The Plan is intended to comply with Code Section 409A.  Notwithstanding any provision of the Plan to the contrary, the Plan shall be interpreted, operated and administered consistent with this intent.  If any Participant is a “specified employee” within the meaning of Code Section 409A then, notwithstanding anything to the contrary herein, any amount that would otherwise be payable to the Participant under the Plan during the first six months following the Participant’s “separation from service” (within the meaning of Code Section 409A) shall instead be paid to the Participant on the earlier of (i) the Participant’s death or (ii) the first day following the end of such six-month period.", "output": "Code Section 409A" } ]

[ { "input": "A final judgment (a) which, with other outstanding final judgments against the Company, exceeds an aggregate of $500,000 shall be rendered against the Company or (b) which grants injunctive relief that results, or creates a material risk of resulting, in a Material Adverse Effect and in either case if (i) within 30 days after entry thereof (or such longer period permitted under the terms of such judgment), such judgment shall not have been discharged or execution thereof stayed pending appeal or (ii) within 30 days after the expiration of any such stay, such judgment shall not have been discharged.", "output": "Company" } ]

[ { "input": "To the extent that any taxes become payable by the Executive by virtue of any payments made to, or benefits conferred upon, the Executive by the Company, the Company shall not be liable to pay or obligated to reimburse the Executive for any such taxes or to make any adjustment under this Employment Agreement except as otherwise expressly set forth herein, and any payments otherwise due under this Employment Agreement to the Executive shall be reduced by any required withholding for federal, state and/or local taxes and other appropriate payroll deductions.", "output": "Company" } ]

[ { "input": "The Property, the Construction of the Project, the Project and the use of the Project for its intended use are and will remain in compliance with all applicable zoning, building, subdivision, health, traffic, environmental, safety and other laws, regulations and ordinances and any private covenants and restrictions applicable to the Property and the Project.  Borrower has or will have and maintain all permits and licenses necessary or required for the Construction and use of the Project and the Property.", "output": "Project" } ]

[ { "input": "This Agreement shall not be effective prior to the Release Effective Date. If the Release Effective Date occurs on or before January 31, 2016, then this Agreement shall automatically become binding and effective immediately as of the Release Effective Date. If the Release Effective Date does not occur on or before January 31, 2016, then this Agreement shall automatically become null and void.", "output": "January 31, 2016" } ]

[ { "input": "Promptly following the execution of this Agreement, the Board shall take all necessary actions (including increasing the number of members of the Board of Directors of the Company (the “Board”) to ten) to nominate and appoint Mr. Nils Larsen as a director of the Company (the “New Independent Director”) with a term expiring at the 2017 annual meeting of stockholders (the “2017 Annual Meeting”). In due course, the Board and the appropriate committee(s) of the Board shall take all necessary actions to nominate the New Independent Director for election at the 2017 Annual Meeting for a further term expiring at the 2020 annual meeting of stockholders (the “2020 Annual Meeting”).", "output": "Nils Larsen" } ]

[ { "input": "Each of the representations and warranties of the Company contained in Section 3 shall be true and correct in all material respects on and as of the Closing Date ( provided, however , that such materiality qualification shall only apply to representations or warranties not otherwise qualified by materiality or Material Adverse Effect) with the same effect as though such representations and warranties had been made as of the Closing (except for representations and warranties that speak as of a specific date).", "output": "3" } ]

[ { "input": "Amounts paid under the preceding subsection (b)(i) shall be applied to pay all amounts of principal outstanding on the Loans and any Reimbursement Obligations pro rata in accordance with Section 3.2., and if any Letters of Credit are outstanding at such time, the remainder, if any, shall be deposited into the Letter of Credit Collateral Account for application to any Reimbursement Obligations. If the Borrower is required to pay any outstanding LIBOR Loans by reason of this Section prior to the end of the applicable Interest Period therefor, the Borrower shall pay all amounts due under Section 4.4.", "output": "Section 4.4." } ]

[ { "input": "Except as set forth on Section 3.6 of the Company Disclosure Schedules, no Person that has acted, directly or indirectly, as a broker, finder or financial advisor for Seller in connection with the Transactions is entitled to any fee or commission or like payment from the Company or any of its Subsidiaries in respect thereof.", "output": "Section 3.6 of the Company Disclosure Schedules" } ]

[ { "input": "Subject to Section 2.19(a)(iii)(A) , the Company agrees to pay to the Administrative Agent for the account of each Lender (other than any Defaulting Lender) a commitment fee on the average daily aggregate amount of the Lenders’ Unused Revolving Commitments from the Closing Date in the case of each Lender as of the Closing Date and from the effective date specified in the Assignment and Assumption or Assumption Agreement pursuant to which any other Person became a Lender in the case of each other Lender until the Revolving Termination Date at the Commitment Fee Rate, payable quarterly in arrears after the Closing Date.", "output": "Section 2.19(a)(iii)(A)" } ]

[ { "input": "A failure of any of the Releasees to insist on strict compliance with any provision of this Release of Claims shall not be deemed a waiver of such provision or any other provision hereof.  If any provision of this Release of Claims is determined to be so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable, and in the event that any provision is determined to be entirely unenforceable, such provision shall be deemed severable, such that all other provisions of this Release of Claims shall remain valid and binding.", "output": "this Release of Claims" } ]

[ { "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": "Tenant" } ]

[ { "input": "Subject to the terms and conditions of this Agreement, Seller hereby sells, conveys, transfers, assigns and delivers to Purchaser, and Purchaser hereby purchases and acquires from Seller, the Units, free and clear of all Liens, for the Purchase Price.", "output": "Purchaser" } ]

[ { "input": "Debtors agree to pay to Lender commitment fee (the “ Commitment Fee ”) equal to TWO PERCENT (2.00%) of the Credit Facility for the establishment of the Credit Facility. The Commitment Fee shall be fully earned as of the Effective Date. The Commitment Fee shall be payable as follows: (i) ONE HALF (1/2) shall be due and payable on the Effective Date, (ii) and ONE HALF (1/2) shall be due and payable on the FIRST (1 st ) anniversary of the Effective Date . Notwithstanding anything contained herein to the contrary, any portion of the Commitment Fee then unpaid shall be due and payable on the Maturity Date.", "output": "1/2" } ]

[ { "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": "6.22" } ]

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

[ { "input": "The provisions of this Separation Agreement and the provisions of the Employment Agreement which by their terms or substance contemplate continuing effect shall survive the termination of such agreements.", "output": "this Separation Agreement" } ]

[ { "input": "Neither the Borrower nor any Guarantor is an     EEA Financial Institution.", "output": "EEA" } ]

[ { "input": "The Company will pay you a starting salary of $400,000 per year. In addition, we will provide you a one-time signing bonus of $175,000 payable 60 days after your start date. If you were to resign within the first year of employment, you acknowledge and agree to pay back the $175,000 signing bonus from your final check or personal check upon separation from the Company.", "output": "400,000" } ]

[ { "input": "Enter into any Hedging Agreement, except (a) non-speculative Hedging Agreements entered into to hedge or mitigate risks to which the Guarantor or any Restricted Subsidiary has actual or anticipated exposure (other than those in respect of Equity Interests of the Guarantor or any of its Restricted Subsidiaries), and (b) non-speculative Hedging Agreements entered into in order to effectively cap, collar or exchange interest rates (from fixed to floating rates, from one floating rate to another floating rate or otherwise) with respect to any interest-bearing liability or investment of the Guarantor or any Restricted Subsidiary.", "output": "Guarantor" } ]

[ { "input": "The Corporation hereby employs the Executive, and the Executive hereby accepts such employment and agrees to serve the Corporation, for the Term (defined below), in the capacities and subject to and upon the terms and conditions hereinafter set forth.", "output": "Corporation" } ]

[ { "input": "Manager shall obtain and verify bills for real estate and personal property taxes, improvement assessments and other like charges, including, but not limited to charges that are or may become liens against the Enterprise, or any portion thereof.  U pon receipt, Manager shall promptly give notice of and deliver to STWCSV copies of any and all such bills or notices and , upon approval by STWCSV, shall cause STWCSV to pay such taxes and assessments, on behalf of STWCSV and at STWCSV's expense.  At the request of STWCSV and on STWCSV's behalf and expense, Manager is hereby authorized to contest any such taxes or charges, and to pursue any such contests diligently.", "output": "STWCSV" } ]

[ { "input": "Such Buyer is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D.", "output": "Regulation D." } ]

[ { "input": "Neither Purchaser, nor any of its officers, members, managers, employees, or agents has either directly or indirectly, including, through a broker or finder (i) engaged in any general solicitation, or (ii) published any advertisement in connection with the offer and sale of the Units.", "output": "Purchaser" } ]

[ { "input": "This Agreement has been duly and validly authorized, executed and delivered on behalf of such Purchaser and is a valid and binding agreement of such Purchaser enforceable against such Purchaser in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity.", "output": "Purchaser" } ]

[ { "input": "During the Employment Term, Executive will be entitled to participate in executive benefit plans and programs of the Company, if any, on the same terms and conditions as other similarly-situated employees to the extent that Executive’s position, tenure, salary, age, health and other qualifications make Executive eligible to participate in such plans or programs, subject to the rules and regulations applicable thereto. The Company reserves the right to cancel or change the benefit plans and programs it offers to its employees at any time.", "output": "Executive" } ]

[ { "input": "During Executive’s Company Employment and for two (2) years following the termination of such employment for any reason, Executive (i) will not criticize or disparage the Company or its directors, officers, employees or products, and (ii) will fully cooperate with Company in all investigations, potential litigation or litigation in which Company is involved or may become involved with respect to matters that relate to Executive’s Company Employment (other than any such investigations, potential litigation or litigation between Company and Executive); provided, that with regard to Executive’s duties under clause (ii), Executive shall be reimbursed for reasonable travel and out-of-pocket expenses related thereto, but shall otherwise not be entitled to any additional compensation.", "output": "Executive" } ]

[ { "input": "This Agreement may be executed in any number of counterparts, and by electronically scanned signature or facsimile, all of which shall be considered one and the same agreement and each of which shall be effective as a manually executed counterpart of this Agreement.", "output": "one" } ]

[ { "input": "Executive shall receive four installment payments (on July 22, August 5, August 19, September 2) equal to Executive's current base salary through October 2016, equaling a total of Twenty-Nine Thousand Two Hundred Thirty-One Dollars and 88/100 ($29,230.88) (the \" Salary Amount \") minus all relevant taxes and other withholdings to be paid according to the Company's regular payroll practices starting on the first pay period following the Effective Date but no later than 60 days following the Separation Date. Notwithstanding the foregoing, no payment shall be made or begin before the Effective Date of this Agreement.", "output": "July 22, August 5, August 19, September 2" } ]

[ { "input": "The Investor has received and reviewed information about the Company and has had an opportunity to discuss the Company’s business, management and financial affairs with its management and to review the Company’s facilities. The Investor has had a full opportunity to ask questions of and receive answers from the Company, or any person or persons acting on behalf of the Company, concerning the terms and conditions of an investment in the Shares. The Investor is not relying upon, and has not relied upon, any statement, representation or warranty made by any person, except for the statements, representations and warranties contained in this Agreement.", "output": "Company" } ]

[ { "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": "4.3" } ]

[ { "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": "Section 401(a)" } ]

[ { "input": "Except where the failure to so comply would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, do, and cause each of its ERISA Affiliates to do, each of the following:(a) maintain each Plan in compliance in all material respects with the applicable provisions of ERISA, the Internal Revenue Code and the regulations and published interpretations thereunder; (b) cause each Plan that is qualified under Section 401(a) of the Internal Revenue Code to maintain such qualification; and (c) make all required contributions to any Plan subject to Section 412 or Section 430 of the Internal Revenue Code.", "output": "Section 412" } ]

[ { "input": "Promptly following the execution of this Agreement, the Board shall take all necessary actions (including increasing the number of members of the Board of Directors of the Company (the “Board”) to ten) to nominate and appoint Mr. Nils Larsen as a director of the Company (the “New Independent Director”) with a term expiring at the 2017 annual meeting of stockholders (the “2017 Annual Meeting”). In due course, the Board and the appropriate committee(s) of the Board shall take all necessary actions to nominate the New Independent Director for election at the 2017 Annual Meeting for a further term expiring at the 2020 annual meeting of stockholders (the “2020 Annual Meeting”).", "output": "Board" } ]

[ { "input": "Each Lender that is subject to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “ Act ”) hereby notifies the Borrowers that pursuant to the requirements of the Act, it is required to obtain, verify and record information that identifies the Borrowers and each other Loan Party, which information includes the name and address of the Borrowers and each other Loan Party and other information that will allow such Lender to identify the Borrowers and each other Loan Party in accordance with the Act.", "output": "the USA Patriot Act" } ]

[ { "input": "JPMorgan Chase Bank, N.A. is designated Documentation Agent and shall have no duties or obligations as such to any Lender or any Loan Party under any Loan Documents.  Each of U.S. Bank National Association and Fifth Third Bank are designated Co-Syndication Agents and shall have no duties or obligations as such to any Lender or any Loan Party under any Loan Documents.", "output": "JPMorgan Chase Bank, N.A." } ]

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

[ { "input": "This Agreement contains the entire agreement of the parties relating to the subject matter hereof, and the parties hereto have made no agreements, representations or warranties relating to the subject matter of this Agreement that are not set forth otherwise herein.  This Agreement supersedes any and all prior or contemporaneous agreements, written or oral, between Employee and Employer relating to the subject matter hereof. Any such prior or contemporaneous agreements are hereby terminated and of no further effect, and Employee, by the execution hereof, agrees that any compensation provided for under any such agreements is specifically superseded and replaced by the provisions of this Agreement.", "output": "Employee" } ]

[ { "input": "Notwithstanding the foregoing: (i) Inventions that constitute Confidential Information and are jointly owned by the Parties, shall constitute the Confidential Information of both Parties and each Party shall have the right to use and disclose such Confidential Information consistent with Articles 10 , 11 and 12 ; and (ii) Inventions that constitute Confidential Information and are solely owned by one Party shall constitute the Confidential Information of that Party and each Party shall have the right to use and disclose such Confidential Information consistent with Articles 10 , 11 and 12 .", "output": "12" } ]

[ { "input": "Subject to Landlord’s prior written approval, in its sole discretion, and provided all signs are in keeping with the quality, design and style of the Building and Project, Tenant, if the Premises comprise an entire floor of the Building, at its sole cost and expense, may install identification signage anywhere in the Premises including in the elevator lobby of the Premises, provided that such signs must not be visible from the exterior of the Building.", "output": "Premises" } ]

[ { "input": "Notwithstanding that a Letter of Credit issued or outstanding hereunder is in support of any obligations of, or is for the account of, a Subsidiary, the Borrower shall be obligated to reimburse the L/C Issuer hereunder for any and all drawings under such Letter of Credit. The Borrower hereby acknowledges that the issuance of Letters of Credit for the account of the Subsidiaries inures to the benefit of the Borrower, and that the Borrower’s business derives substantial benefits from the businesses of such Subsidiaries.", "output": "Letter of Credit" } ]

[ { "input": "The Company shall pay Executive, within ten days following the Effective Date, a one-time sign-on bonus of $30,000.", "output": "one" } ]

[ { "input": "If Employee commences any form of employment or partnership (including as an advisor, consultant or otherwise) with any business that is in competition with the business of Employer, he shall immediately forfeit his right to all future severance payments and benefits otherwise required by Paragraph 2.", "output": "Employer" } ]

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

[ { "input": "Notwithstanding any other provision of this Agreement, this Agreement shall terminate automatically upon the occurrence of Executive’s death. In addition, the Company shall have the right, at any time after Executive shall have become disabled, to terminate this Agreement immediately. For purposes of this Agreement, Executive shall be deemed to have become “disabled” when, by reason of physical or mental illness, incapacity or disability, Executive shall fail to perform Executive’s duties hereunder for one continuous period of ninety (90) days or more, or shorter periods aggregating one hundred twenty (120) days or more, within any period of twelve (12) consecutive months; provided , however , that any days of disability separated by ten (10) or fewer days shall be considered continuous.", "output": "Executive" } ]

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

[ { "input": "The Committee and each member thereof shall be entitled to, in good faith, rely or act upon any report or other information furnished to him or her by any officer or employee of the Company or any of its Affiliates, the Company’s legal counsel, independent auditors, consultants or any other agents assisting in the administration of the Plan.  Members of the Committee and any officer or employee of the Company or any of its Affiliates acting at the direction or on behalf of the Committee shall not be personally liable for any action or determination taken or made in good faith with respect to the Plan, and shall, to the fullest extent permitted by law, be indemnified and held harmless by the Company with respect to any such action or determination.", "output": "Committee" } ]

[ { "input": "Neither the execution, delivery and performance of this Agreement, nor the Transaction, will contravene, conflict with, or result in a violation of (i) any provision of the Organizational Documents of Purchaser, or (ii) any Law applicable to Purchaser. Other than the Purchaser Required Approvals, no Governmental Approval or consent or approval by or notification to any Person is required to be obtained by each Seller in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby.", "output": "Purchaser" } ]

[ { "input": "The headings of various sections of this Waiver are for reference only and shall not be deemed to be a part of this Waiver.", "output": "Waiver" } ]

[ { "input": "In connection with any settlement of RSUs, the Participant will be required to satisfy applicable withholding tax obligations as provided in Section 17(c) of the Plan. For the avoidance of doubt, the Participant must receive prior written approval of the Committee to use any method for the payment of tax withholding other than in immediately available funds in U.S. dollars.", "output": "Section 17(c)" } ]

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

[ { "input": "Subject to Section 4.04, the Company agrees that it will not disclose, and will not include in any public announcement, the names of JGBWL without the consent of JGBWL, which consent shall not be unreasonably withheld or delayed, or unless and until such disclosure is required by law, rule or applicable regulation, and then only to the extent of such requirement. Notwithstanding the foregoing, JGBWL consents to being identified in any filings the Company makes with the SEC to the extent required by law or the rules and regulations of the SEC.", "output": "Section 4.04" } ]

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

[ { "input": "Except as disclosed in the SEC Filings, none of the officers or directors of the Company and, to the Company’s Knowledge, none of the employees of the Company is presently a party to any transaction with the Company (other than as holders of stock options and/or warrants, and for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer, director or such employee or, to the Company’s Knowledge, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner.", "output": "SEC" } ]

[ { "input": "The Closing shall be held at the office of Vinson & Elkins LLP, counsel to Company, located at 1001 Fannin, Suite 2500, Houston, Texas 77002, or such other place as mutually agreed upon by the Parties.", "output": "77002" } ]

[ { "input": "Provided a Participant has met all enrollment requirements set forth in this Plan or otherwise required by the Committee, the Participant’s participation shall commence as provided in Section 3.1(b). If a Participant fails to meet all such requirements within the specified time period with respect to any Plan Year, the Participant shall not be eligible to defer compensation during that Plan Year.", "output": "Committee" } ]

[ { "input": "THIS SECOND SUPPLEMENTAL INDENTURE AND EACH SECURITY ISSUED HEREUNDER SHALL BE DEEMED TO BE A CONTRACT MADE UNDER THE LAWS OF THE STATE OF NEW YORK AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THEREOF.", "output": "SECOND" } ]

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

[ { "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": "Exchange" } ]

[ { "input": "Distributions from Deferred Compensation Accounts and Stock Unit Accounts shall normally commence at Separation from Service, however, a Participant may affirmatively elect a specified date for commencement, provided said date is not later than age 75. Elections as to payment commencement shall be made in accordance with Sections 4 and 5, as appropriate.", "output": "later than age 75" } ]

[ { "input": "Final award payments for a Plan Year will be made in cash as soon as practicable after award amounts are approved by the Compensation Committee, but not more than 75 days after the end of the Plan Year. All awards will be rounded to the nearest $100.", "output": "the Compensation Committee" } ]

[ { "input": "Until a PSU, RSU or DER becomes vested the PSU, RSU or DER may not be sold, transferred, pledged, assigned or otherwise alienated or hypothecated, except by will or the laws of descent and distribution. However, as described in Section 8(a), the Participant may designate a beneficiary to receive any Shares to be settled after the Participant dies.", "output": "PSU" } ]

[ { "input": "Section 7.03 of the Financing Agreement is hereby amended by deleting the Total Leverage Ratio of \"2.98:1.00\" for December 31, 2016 and substituting the Total Leverage Ratio of \"3.25:1.00\"in its place.", "output": "the Financing Agreement" } ]

[ { "input": "As a condition to the receipt of benefits hereunder, each Participant may be required to execute related agreements, which may include but are not limited to, a noncompetition, confidentiality, nonsolicitation, noninterference, or nondisclosure agreement with the Corporation. The specific provisions of such related agreements shall be determined by the Board. In the event of any breach of such agreement, the Participant shall be subject to the forfeiture provisions in accordance with Section 5.4.", "output": "Corporation" } ]

[ { "input": "In the event of the Participant’s Qualifying Termination, the vested portion of the Option shall remain exercisable until the earlier of (i) one hundred eighty (180) days from the date of such Termination, provided, however, any day during such one hundred eighty (180) day period that occurs during a “black out period” under the Company’s Security Trading Policy which would be applicable to the Participant if the Participant remained an employee of the Company, shall not be counted for purposes of calculating such one hundred eighty (180) day period and (ii) the expiration of the stated term of the Option pursuant to Section 3(c) hereof.", "output": "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": "Buyer’s" } ]

[ { "input": "This Performance Undertaking shall survive the insolvency of each Originator and the commencement of any case or proceeding by or against either Originator under the federal bankruptcy code or other federal, state or other applicable bankruptcy, insolvency or reorganization statutes. No automatic stay under the Federal Bankruptcy Code with respect to either Originator or other federal, state or other applicable bankruptcy, insolvency or reorganization statutes to which either Originator is subject shall postpone the obligations of the Performance Guarantor under this Undertaking.", "output": "Originator" } ]

[ { "input": "Any dispute or controversy between Associate and the Company, whether arising out of or relating to this Agreement, the breach of this Agreement, or otherwise, shall be resolved in accordance with the ServiceMaster We Listen Dispute Resolution Plan then in effect.  Notwithstanding the foregoing, the Associate agrees that the Company may seek a temporary restraining order and/or preliminary injunction in any court of competent jurisdiction, without the posting of a bond, in order to preserve the status quo or to enforce the restrictive covenants in this Agreement.", "output": "the ServiceMaster We Listen Dispute Resolution Plan" } ]

[ { "input": "The Servicer shall immediately notify the Depositor (in the event that BMW FS is not acting as Servicer), the Issuer, the Vehicle Trustee and the Indenture Trustee (or any successor to the duties of the Indenture Trustee) upon learning of a claim or Lien of whatever kind of a third party that would materially and adversely affect the interests of the Depositor, the Issuer or the Vehicle Trust with respect to the 2018-1 SUBI Assets.", "output": "2018-1" } ]

[ { "input": "If this Guaranty is signed by more than one Person as “Guarantor”, then the term “Guarantor” as used in this Guaranty shall refer to all such Persons jointly and severally, and all promises, agreements, covenants, waivers, consents, representations, warranties and other provisions in this Guaranty are made by and shall be binding upon each and every such undersigned Person, jointly and severally and Administrative Agent on behalf of Lenders may pursue any Guarantor hereunder without being required (i) to pursue any other Guarantor hereunder or (ii) pursue rights and remedies under the Security Instruments and/or applicable Legal Requirements with respect to the Property or any other Loan Documents.", "output": "the Security Instruments" } ]

[ { "input": "Purchaser and Sears agree that each of the New Marketing Agreement, this Agreement, and all amendments and letter agreements executed in connection with any of the foregoing are integrated and non-severable parts of one and the same transaction among the Parties, each representing an essential, necessary and interdependent component of such transaction; and each party to either agreement agrees that all of the foregoing agreements comprising such transaction constitute one single agreement and are integrated and non-severable for all purposes at law and in equity, including for purposes of section 365 of title 11 of the United States Code and Delaware law, and that any breach of any one of such agreements shall be deemed a breach under all such agreements.", "output": "one" } ]

[ { "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": "On the Closing Date each Buyer shall pay its respective Purchase Price to the Company for the Common Shares to be issued and sold to such Buyer at the Closing, by wire transfer of immediately available funds into the Wyrick Robbins trust account for the benefit of the Company in accordance with instructions previously provided by the Company and the Company, within three Business Days of the Closing Date, shall cause to be delivered to each Buyer certificates representing such aggregate number of Common Shares, as is set forth on the signature page hereto for such Buyer, duly executed on behalf of the Company and registered in the name of such Buyer.", "output": "Buyer" } ]

[ { "input": "The Accounts required to be established as of the Closing Date under the Depositary Agreement shall have been established to the satisfaction of Lender.", "output": "the Depositary Agreement" } ]

[ { "input": "You will be eligible to participate in Tenneco’s executive annual incentive plan in a manner consistent with other Tenneco executives. The terms of the annual incentive plan are set forth in the Tenneco Inc. Annual Incentive Plan (“AIP” - copy attached). Your initial target bonus opportunity for the 2018 calendar year performance period under the AIP will be 125% of your annual base salary (or $1,312,500 based on the offered salary, pro-rated to the date that your employment commences with Tenneco) although the actual value will be determined by the Compensation Committee. The payment of an annual incentive to you is subject to achievement of pre-defined performance goals for the Company, the approval by the Compensation Committee, as well as the terms of the AIP (or successor plan).", "output": "annual" } ]

[ { "input": "All subcontractors, laborers, materialmen, and suppliers used by Tenant (such subcontractors, laborers, materialmen, and suppliers, and the Contractor to be known collectively as “ Tenant’s Agents ”) shall be from a list supplied by Landlord or otherwise selected by Tenant, subject to Landlord’s reasonable approval.", "output": "Tenant" } ]

[ { "input": "Capitalized terms used but not otherwise defined herein shall have the meanings given such terms in Annex I hereto, and the rules of interpretation set forth in Annex I hereto shall apply to this Agreement.", "output": "Annex I" } ]

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

[ { "input": "The Holder shall have no voting rights with respect to any of the Conversion Shares until the Conversion Date relating to the Conversion of the Principal for which such Conversion Shares are issuable (or in the case of Conversion Shares the issuance of which is subject to a bona fide dispute that is subject to and being resolved pursuant to, and in compliance with the time periods and other provisions of, the dispute resolution provisions of Section  2(c)(iii) , the first Business Day after the resolution of such bona fide dispute).", "output": "Section  2(c)(iii)" } ]

[ { "input": "As of the Fourth Amendment Effective Date (as defined below), and subject to the terms and conditions hereof, Schedules 1 , 2 , 3 , 5.8 , 5.9 , 6.1 , 6.4 , 6.9 , 6.11 , 6.16 , and 6.18 to the Credit Agreement are hereby amended and restated in their entirety in the forms attached hereto as Annex C.", "output": "2" } ]

[ { "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": "Committee" } ]

[ { "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": "9" } ]

[ { "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": "Sections 4.2.1" } ]

[ { "input": "Any notice under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally or when deposited in the United States mail, registered, postage prepaid, and addressed, in the case of the Company, to the Company's Secretary at Federated National Holding Company, 14050 N.W. 14 th Street, Suite 180, Sunrise, Florida  33323, or if the Company should move its principal office, to such principal office, and, in the case of the Recipient, to the Recipient's last permanent address as shown on the Company's records, subject to the right of either party to designate some other address at any time hereafter in a notice satisfying the requirements of this Section.", "output": "Sunrise" } ]

[ { "input": "The Investor acknowledges and agrees that the Exchanges have been, are being or will be, as applicable, made in reliance upon the exemption from registration provided by Section 4(a)(2) and Rule 144(d)(3)(ii) of the 1933 Act and the securities of the Company being issued to the Investor in such exchanges will be issued exclusively in exchange for the surrender and cancellation of the Existing 2016 Note, Existing Series B Note, Exchange Preferred Shares and Exchange Warrants and no other consideration has or will be paid for the New Securities to effect such exchanges hereunder or under the 2017 Exchange Agreement.", "output": "2017" } ]

[ { "input": "The Investor acknowledges and agrees that the Exchanges have been, are being or will be, as applicable, made in reliance upon the exemption from registration provided by Section 4(a)(2) and Rule 144(d)(3)(ii) of the 1933 Act and the securities of the Company being issued to the Investor in such exchanges will be issued exclusively in exchange for the surrender and cancellation of the Existing 2016 Note, Existing Series B Note, Exchange Preferred Shares and Exchange Warrants and no other consideration has or will be paid for the New Securities to effect such exchanges hereunder or under the 2017 Exchange Agreement.", "output": "Rule 144(d)(3)(ii)" } ]

[ { "input": "This Agreement shall terminate upon the earlier of (i) the tenth anniversary of the date of this Agreement or (ii) the date as of which (A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter by the Commission)) or (B) the Holders of all Registrable Securities are permitted to sell the Registrable Securities under Rule 144 (or any similar provision) under the Securities Act without limitation on the amount of securities sold or the manner of sale. The provisions of  Section 3.5  and  Article IV  shall survive any termination.", "output": "the Securities Act" } ]

[ { "input": "Except as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) there are no strikes or other labor disputes against Holdings, the Borrower or any of its Subsidiaries pending or, to the knowledge of Holdings or the Borrower, threatened; (b) hours worked by, and payment made to, employees of Holdings, the Borrower and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable Requirement of Law dealing with such matters; and (c) all payments due from Holdings, the Borrower or any of its Subsidiaries on account of employee health and welfare insurance have been paid or accrued as a liability on the books of Holdings, the Borrower or the relevant Subsidiary.", "output": "the Fair Labor Standards Act" } ]

[ { "input": "As of the Fourth Amendment Effective Date (as defined below), and subject to the terms and conditions hereof, Schedules 1 , 2 , 3 , 5.8 , 5.9 , 6.1 , 6.4 , 6.9 , 6.11 , 6.16 , and 6.18 to the Credit Agreement are hereby amended and restated in their entirety in the forms attached hereto as Annex C.", "output": "6.4" } ]

[ { "input": "From and after the Renewal Effective Date, the Company will indemnify, defend, protect and hold Employee (and his heirs and executors) harmless, from and against any and all costs, losses, liabilities, obligations, damages, lawsuits, deficiencies, claims, demands and expenses (including reasonable attorneys’ fees) arising out of, relating to or resulting in any way from any breach of any representation or warranty of the Company in this Agreement; provided, however, that this Section 24 shall not apply to any taxes incurred by Employee due to such breach or payments hereunder.", "output": "Company" } ]

[ { "input": "On the Initial Closing Date (as defined below), the Buyer shall pay the Initial Advance by wire transfer of immediately available funds, in accordance with the Company’s written wiring instructions, against delivery of the Note, and the Company shall deliver such duly executed Note on behalf of the Company, to the Buyer. If the Buyer decides, in his sole discretion, to make one or more Additional Advances under the Note, as further described in the Note, then such Additional Advances shall be paid in accordance with the Company’s written wiring instructions as well.", "output": "Company" } ]

[ { "input": "Buyer has arranged to have available by the Closing Date sufficient funds to enable Buyer to pay in full the Purchase Price as provided in this Agreement and otherwise to perform its obligations under this Agreement.", "output": "Buyer" } ]

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

[ { "input": "The First License and Supply Agreement has been duly executed and delivered by Buyer and constitutes a valid and binding agreement of Buyer enforceable against Buyer in accordance with its terms, subject to the Bankruptcy and Equity Exception.", "output": "The First License and Supply Agreement" } ]

[ { "input": "Purchaser understands that the Warrants and the Warrant Shares are being issued and sold hereby in reliance upon specific exemptions from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), and state securities laws and that the Company is relying upon the truth and accuracy of, and Purchaser’s compliance with, the representations, warranties, covenants, agreements, acknowledgments and understandings of Purchaser contained in this Agreement and the Warrants in order to determine the availability of such exemptions and the eligibility of Purchaser to acquire the Warrants and Warrant Shares.", "output": "Purchaser" } ]

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

[ { "input": "The number of SARs subject to an award shall be determined by the Committee. Any Tandem SAR related to an Incentive Stock Option shall be granted at the same time that such Incentive Stock Option is granted. The base price of a Tandem SAR shall be the purchase price per share of Common Stock of the related option. The base price of a Free-Standing SAR shall be determined by the Committee; provided, however, that (except with respect to awards under Section 6.15 of this Plan) such base price shall not be less than 100% of the Fair Market Value of a share of Common Stock on the date of grant of such SAR.", "output": "Tandem" } ]

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

[ { "input": "Starting the Effective Date and continuing until the end of the Term, Licensee shall pay to Licensor an ongoing royalty (the “Royalty”) at the rate of six percent (6%) of Licensee’s Net Sales Revenue from Licensed Products or Licensed Processes, paid quarterly in arrears within thirty days after the end of each calendar quarter. Each Royalty payment shall be paid in good and immediately collectible funds.", "output": "six percent" } ]