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scholarly360

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contracts-extraction-instruction-llm-experiments

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[ { "input": "This Agreement (together with the Merger Agreement to the extent referenced herein) constitutes the full and entire understanding and agreement of the parties with respect to the subject matter hereof and thereof and supersedes any and all prior understandings or agreements relating to the subject matter hereof and thereof.", "output": "the Merger Agreement" } ]

[ { "input": "The closing of the sale and purchase of the Shares pursuant to this Agreement shall take place at the offices of the Company in Brandenburg, Kentucky, at 10:00 a.m. Eastern time on the date hereof, or at such other time or place as the parties mutually agree (the \"Closing\").", "output": "Brandenburg" } ]

[ { "input": "The Term Loan shall be repaid in forty-eight (48) equal monthly installments of principal in the amount of Eighty-Three Thousand Three Hundred Thirty-Three Dollars and Thirty-Three Cents ($83,333,33) plus accrued but unpaid interest, commencing on the first Payment Date (as defined below) and continuing on each Payment Date thereafter through the Maturity Date, at which time all amounts owing under this Section 2.1(b) shall be immediately due and payable. The Term Loan principal, once repaid, may not be reborrowed.", "output": "83,333,33" } ]

[ { "input": "The validity, interpretation and performance of this Agreement shall be construed and interpreted according to the laws of the United States of America and the State of California.", "output": "the United States of America" } ]

[ { "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": "This Eleventh Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.", "output": "This Eleventh Amendment" } ]

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

[ { "input": "Within five (5) days of the last day of each calendar month, commencing with the calendar month ending July 31, 2016, written notice of any Rent Refund Monthly Disbursement Amount for the Payment Date following such calendar month; provided that the notice given for the calendar month ending July 31, 2016 shall include Rent Refund Monthly Disbursement Amounts made by Borrower for the period from and including the Closing Date through and including July 31, 2016.", "output": "the last day of each calendar month" } ]

[ { "input": "Associate acknowledges Associate’s obligation to promptly return to IMI all property of IMI in Associate’s possession including, without limitation, “Blackberry”, iPhone, iPad, tablets, or other PDAs, keys, IMI employee identification card, credit cards, cell phones, pagers, computers, laptops, office equipment, documents and files and instruction manuals on or before the Separation Date, or earlier if so requested by IMI, except that Associate shall be allowed to retain his iPhone.", "output": "IMI" } ]

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

[ { "input": "The amount determined by the Committee (or the Chief Executive Officer, as the case may be) to be payable in connection with each Bonus Award shall be paid in full in cash in one lump sum as soon as practicable following the end of the Performance Period in which the Bonus Award was earned, but no later than the 15 th day of the third month following the end of the Company’s fiscal year in which the Performance Period ended for employees subject to the tax laws of the United States (and, for all other employees, no later than the last day of such third month), provided that, except as otherwise provided in Section 8.3, the recipient Employee is still actively employed by the Company on the date Bonus Awards are paid.", "output": "the United States" } ]

[ { "input": "Sellers shall not receive a credit at the Closing for any insurance, tax or other reserves, escrows and/or such deposits held by HUD or the HUD servicer, it being understood that Sellers shall be entitled to pursue a refund of such amounts directly from HUD or the HUD servicer; provided , however , that to the extent available at Closing, Sellers agree that Sellers shall make such funds available to New Master Tenant and the Operators to satisfy their reserve requirements under the Master Lease; provided , further , however , that Owner Sellers shall be entitled to retain any replacement reserve funds in excess of Five Hundred and 00/100 Dollars ($500.00) per bed per Facility to the extent refunded by HUD or the HUD servicer.", "output": "HUD" } ]

[ { "input": "Executive shall cooperate fully with all reasonable requests for information and participation by the Company, its agents, or its attorneys, in prosecuting or defending claims, suits, and disputes brought on behalf of or against the Company and in which v is involved or about which Executive has knowledge.", "output": "Executive" } ]

[ { "input": "Enter into or be party to any transaction with an Affiliate or a Subsidiary except (a) transactions expressly permitted by the Loan Documents; (b) payment of reasonable compensation, benefits and employment incentives to officers and employees for services actually rendered, and payment of customary directors’ fees and indemnities; (c) transactions in the ordinary course of business and on upon fair and reasonable terms and no less favorable than would be obtained in a comparable arm’s-length transaction with a non-Affiliate; (d) transactions with Affiliates consummated prior to the Closing Date, as shown on Schedule 10.2.17 .", "output": "Affiliates" } ]

[ { "input": "This Agreement constitutes the entire understanding of the parties on the subjects covered. Participant expressly warrants that he or she is not accepting this Agreement in reliance on any promises, representations, or inducements other than those contained herein. Modifications to this Agreement or the Plan can be made only in an express written contract executed by a duly authorized officer of the Company. Notwithstanding anything to the contrary in the Plan or this Agreement, the Company reserves the right to revise this Agreement as it deems necessary or advisable for any legal or administrative reasons, in its sole discretion and without the consent of Participant, including but not limited to the compliance with Code Section 409A.", "output": "Participant" } ]

[ { "input": "Capitalized terms used but not defined in this Agreement are defined in Appendix A to the Sale and Servicing Agreement, dated as of January 1, 2017, among Ford Credit Auto Owner Trust 2017-A, as Issuer, Ford Credit Auto Receivables Two LLC, as Depositor, and Ford Motor Credit Company LLC, as Servicer.  Appendix A also contains usage rules that apply to this Agreement.  Appendix A is incorporated by reference into this Agreement.  References to the “ UCC ” mean the Uniform Commercial Code as in effect in the State of New York.", "output": "Ford Motor Credit Company LLC" } ]

[ { "input": "Lender’s books and records showing the account between Borrower and Lender shall be admissible in evidence in any action or proceeding and shall constitute prima facie proof thereof.", "output": "Lender" } ]

[ { "input": "CB Richard Ellis - N.E. Partners, LP, or its replacement as specified by written notice from Landlord to Tenant.", "output": "Tenant" } ]

[ { "input": "Neither the Company nor any of its Subsidiaries nor, to the Company’s knowledge, any of the officers, directors, employees, agents or other representatives of the Company or any of its Subsidiaries or any other business entity or enterprise with which the Company or any Subsidiary is or has been affiliated or associated, has, directly or indirectly, made or authorized any payment, contribution or gift of money, property, or services, whether or not in contravention of applicable law, (i) as a kickback or bribe to any Person or (ii) to any political organization, or the holder of or any aspirant to any elective or appointive public office except for personal political contributions not involving the direct or indirect use of funds of the Company or any of its Subsidiaries.", "output": "Company" } ]

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

[ { "input": "Tenant shall observe and comply with the rules and regulations attached to this Lease as Exhibit 7.4 , and all reasonable modifications thereof and additions thereto from time to time put into effect by Landlord (the “ Rules and Regulations ”). Tenant shall not use or permit the use of the Premises in any manner that will cause waste or a nuisance, or which shall tend to unreasonably disturb other tenants of the Project.", "output": "Project" } ]

[ { "input": "The Administrative Agent shall have received (i) the audited consolidated balance sheet of the Target and its Subsidiaries for the fiscal years ended September 30, 2016, September 30, 2015 and September 30, 2014, and the related consolidated statements of income or operations, shareholders’ equity and cash flows of the Target and its Subsidiaries for such fiscal year, including the notes thereto and (ii) the consolidated financial statements of the Target and its Subsidiaries for the fiscal quarter ending March 31, 2017. The Administrative Agent acknowledges receipt of the financial statements described in the foregoing clause (i).", "output": "the fiscal years ended September 30, 2016" } ]

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

[ { "input": "Except as set forth in Section 2.22 of the Company Disclosure Schedule, no Target Company is or will be obligated to pay any brokerage, finder’s or similar fee or commission in connection with the transactions contemplated by this Agreement.", "output": "no Target Company" } ]

[ { "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": "6.18" } ]

[ { "input": "(a) Unless otherwise mutually agreed in writing, all transfers of funds to be made by Sellers hereunder shall be made in Dollars, in immediately available funds, without deduction, set-off or counterclaim, to Buyer at the following account maintained by Buyer: JPMorgan Chase Bank, Account Number ********, for the credit account: JPMorgan Chase Bank NY; ref: PennyMac, ABA# ***-***-*** Attn: Mortgage Finance, not later than 5:00 p.m. New York City time, on the date on which such payment shall become due (and each such payment made after such time shall be deemed to have been made on the next succeeding Business Day).  Each Seller acknowledges that it has no rights of withdrawal from the foregoing account.", "output": "JPMorgan Chase Bank" } ]

[ { "input": "The Company may secure, in its own name, or otherwise, and at its own expense, life, health, accident and other insurance covering Executive or Executive and others. Executive agrees to assist the Company in procuring such insurance by submitting to the usual and customary medical and other examinations and by signing, as the insured, such applications and other instruments in writing as may be reasonably requires by the insurance companies to which application is made pursuant to such insurance. Executive agrees that he shall have no right, title, or interest in or to any insurance policies or to the proceeds thereof which the Company many so elect to take out or to continue on the Executive’s life.", "output": "Executive" } ]

[ { "input": "For the services of the Consultant to be rendered under this Agreement, the Company shall pay the Consultant a monthly fee of $12,500 payable on the first and 16 th calendar days (or the next business day) of each month. Provided, however, the fees shall accrue until the Company has raised at least $500,000 in its private placement offering currently being conducted (the “Offering”).", "output": "monthly" } ]

[ { "input": "THIS FIRST AMENDMENT AND ALL MATTERS ARISING UNDER OR IN ANY MANNER RELATING TO THIS FIRST AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICT PROVISION OR RULE (WHETHER OF THE STATE OF NEW YORK OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HERETO SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAW. IN THE EVENT OF ANY CONFLICTS BETWEEN THIS FIRST AMENDMENT AND THE INDENTURE, THE INDENTURE SHALL GOVERN.", "output": "FIRST" } ]

[ { "input": "The Borrower shall, and shall cause each Restricted Subsidiary to, pay, discharge, or otherwise satisfy all material Tax liabilities of the Borrower and its Restricted Subsidiaries before the same shall become delinquent, except where the validity or amount thereof is being contested in good faith by appropriate proceedings and the Borrower or applicable Restricted Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP (or in the case of a Foreign Subsidiary, the comparable accounting principles in the relevant jurisdiction).", "output": "GAAP" } ]

[ { "input": "No ISO granted under the Plan may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the laws of descent and distribution. Further, all ISOs granted to a Participant under this Article 6 shall be exercisable during his or her lifetime only by such Participant.", "output": "this Article 6" } ]

[ { "input": "Each capitalized term used but not defined herein shall have the meaning given to such term in the Existing Credit Agreement. The rules of interpretation set forth in the Existing Credit Agreement are hereby incorporated by reference herein, mutatis mutandis . Each reference to “hereof”, “hereunder”, “herein” and “hereby” and each other similar reference and each reference to “this Agreement” and each other similar reference contained in the Existing Credit Agreement shall, after this Amendment becomes effective, refer to the Existing Credit Agreement as amended hereby.", "output": "the Existing Credit Agreement" } ]

[ { "input": "(with such revisions as McClatchy may reasonably request), within 45 days of the Participant’s termination date, in which case payment shall be made on the first regular payroll date occurring on or after the 10 th  day following the lapse of the revocation period under the waiver and release agreement.", "output": "the 10 th  day" } ]

[ { "input": "A Stock Award may be granted to any Eligible Employee selected by the Committee. A Stock Award may be granted for past services, in lieu of bonus or other cash compensation or for any other valid purpose as determined by the Committee. A Stock Award granted to an Eligible Employee represents Shares that are issued without restrictions on transfer and other incidents of ownership and free of forfeiture conditions, except as otherwise provided in the Plan and the Award Agreement. The Committee may, in connection with any Stock Award, require the payment of a specified purchase price.", "output": "Committee" } ]

[ { "input": "The Grantor may self-insure by way of deductible, premium adjustment or franchise provisions or otherwise in the insurance covering the risks required to be insured against pursuant to Section 3.7(a) in respect of Pledged Spare Parts; provided that such self-insurance shall not exceed $200,000 per occurrence. In addition, the Grantor may self-insure the risks required to be insured against pursuant to this Section 3.7 in an amount equal to any applicable mandatory minimum per occurrence (or, if applicable, annual or other period) deductible imposed by its property or liability insurer, which are commensurate with the standard deductibles in the aircraft insurance industry.", "output": "annual" } ]

[ { "input": "Each of the Company and the Sponsors agrees not to take any actions that would affect the provisions of this Agreement and the intention of the parties with respect to the composition of the Board of Directors as herein stated. Each Sponsor agrees to cast all votes to which such Sponsor is entitled in respect of its Company Shares, whether at any annual or special meeting, by written consent or otherwise, so as to cause to be elected to the Board of Directors those individuals designated in accordance with this Article III and to otherwise effect the intent of this Article III . Each Sponsor agrees not to take action to remove each other’s director nominees from office pursuant to Section 5.4 of the Articles of Incorporation unless such removal is for cause.", "output": "Section 5.4" } ]

[ { "input": "The provisions of this Agreement shall inure to the benefit of and be binding upon the parties and their successors and permitted assigns. This Agreement, or any rights or obligations hereunder, may not be assigned by CTI without the prior written consent of the undersigned.", "output": "CTI" } ]

[ { "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": "ten" } ]

[ { "input": "As of the date hereof, the authorized common stock of the Company consists of 230,000,000 authorized shares of Common Stock, $0.0001 par value per share, of which 70,706,358 shares are issued and outstanding; and 3,026,471 shares are reserved for issuance upon conversion of the Note. All of such outstanding shares of capital stock are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. .", "output": "230,000,000" } ]

[ { "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": "Holdings" } ]

[ { "input": "The registered office of the Company in the State of Delaware is located at 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808. The registered Agent of the Company for service of process at such address is Corporation Services Company. The principal place of business of the Company shall be located at 950 East Base Road, Winchester, Indiana 47394 or such other location hereafter determined by the Management Committee.", "output": "Corporation Services Company" } ]

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

[ { "input": "Company hereby agrees to employ Employee and Employee hereby agrees to serve Company, on the terms and conditions set forth herein, for the period commencing on the Effective Date and continuing through December 31, 2019, unless sooner terminated in accordance with the terms and conditions hereof (the “ Term ”). The Term will not be extended unless the parties agree otherwise in writing. If Employee continues to be employed after the end of the Term, she will be an at will employee without the benefit of any of the terms of this Agreement.", "output": "Company" } ]

[ { "input": "This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which shall constitute one and the same agreement. This Amendment shall be deemed executed and delivered upon each party’s delivery of executed signature pages, which signature pages may be delivered electronically or by facsimile with the same effect as delivery of the originals.", "output": "one" } ]

[ { "input": "All obligations of Tenant under this Article 8 shall survive the expiration of the Term or earlier termination of this Lease.", "output": "this Article 8" } ]

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

[ { "input": "The delivery of the Deed by Seller, and the acceptance thereof by Purchaser shall be deemed to be the full performance and discharge of every covenant and obligation on the part of Seller to be performed hereunder except the obligations set forth herein which, by their terms, expressly survive Closing. No action shall be commenced by Purchaser after the Closing on any covenant or obligation except the obligations set forth herein which, by their terms, expressly survive Closing.", "output": "Seller" } ]

[ { "input": "Subject to Section 6(a), any outstanding Restricted Stock Units that became vested on a Vesting Date shall be settled into an equal number of shares of Company Common Stock on a date selected by the Company that is within 30 days following such Vesting Date (each such date, a “ Settlement Date ”).", "output": "30 days" } ]

[ { "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": "the Merger Agreement" } ]

[ { "input": "Nonpayment by any Loan Party of any indebtedness in excess of $50,000.00 in outstanding principal amount (individually or in the aggregate) owing by such Loan Party when due (or, if permitted by the terms of the applicable document, within any applicable grace period), whether such indebtedness shall become due by scheduled maturity, by required prepayment, by acceleration, by demand or otherwise, or any default, event of default or demand is made under any agreement or instrument (other than this Agreement) evidencing or securing or relating to any indebtedness owing by such Loan Party if the effect of such failure is to permit the holder to accelerate the maturity of such indebtedness.", "output": "50,000.00" } ]

[ { "input": "Through December 31, 2018, Employee shall not directly or indirectly solicit or interfere with, encourage to leave the Company, or attempt to entice away from the Company any of its suppliers, customers, or employees or directly or indirectly employ any person who, at any time within 90 days prior to such action, was an employee of the Company.", "output": "90 days" } ]

[ { "input": "You agree that in the event you violate the confidentiality, non-competition, non-solicitation or non-disparagement provisions of any agreement between you and the Company or any Subsidiary, or any plan of the Company or any Affiliate in which you participate, including without limitation, the non-solicitation provisions of Section 9 below, all of your RSUs for which the restrictions have not previously lapsed in accordance with Section 2 shall be forfeited to the Company and all of your rights to receive any Shares in the future pursuant to the RSUs shall automatically terminate without any payment of consideration by the Company.", "output": "Section 9" } ]

[ { "input": "Executive shall continue to be employed by the Company as President of Mylan N.V., on the terms and conditions provided herein. In the role of President, Executive shall have the duties, roles and responsibilities traditionally assigned to the president of a public company and shall report to the Chief Executive Officer of Mylan N.V. Executive’s principal office shall be in the Pittsburgh metropolitan area; provided Executive shall travel in connection with his employment, commensurate with the activities of his position. Executive agrees to devote his full business time and attention to his duties.", "output": "Executive" } ]

[ { "input": "Such Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted as set forth in the definition of “Required Lenders” and Section  12.1 .", "output": "Section  12.1" } ]

[ { "input": "This Security Agreement and any claim, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Security Agreement and the transactions contemplated hereby shall be governed by, and construed in accordance with, the law of the State of New York (including Section 5-1401 and Section 5-1402 of the General Obligations Law of the State of New York), without reference to any other conflicts or choice of law principles thereof, except to the extent that the validity or perfection of the security interests hereunder, or remedies hereunder, in respect of any particular Collateral are governed by the laws of a jurisdiction other than the State of New York.", "output": "the State of New York" } ]

[ { "input": "Immediately prior to the issuance of the Stock, the authorized capital stock of the Company consists of [***] shares of Common Stock, of which [***] shares are issued and outstanding.  The Company does not have any shares of preferred stock authorized or outstanding.  The Stock represents [***] % of the Company’s Fully Diluted Shares (as defined in the License Agreement) as of the date hereof.  All of the outstanding shares of capital stock of the Company have been duly authorized and are validly issued, fully paid and nonassessable.", "output": "Company" } ]

[ { "input": "The Note carries an original issue discount of $750,000.00 (the “ OID ”). In addition, Company agrees to pay $20,000.00 to Investor to cover Investor’s legal fees, accounting costs, due diligence, monitoring and other transaction costs incurred in connection with the purchase and sale of the Note (the “ Transaction Expense Amount ”), all of which amount is included in the initial original principal amount of the Note. The “ Purchase Price ”, therefore, shall be $3,000,000.00, computed as follows: the Initial Principal Amount, less the OID, less the Transaction Expense Amount.", "output": "20,000.00" } ]

[ { "input": "Borrowers agree to pay to Lender all reasonable out of pocket costs and expenses incurred by Lender in connection with this Amendment Number Six (including all reasonable fees and out of pocket costs and expenses of the Lender’s legal counsel) in accordance with Section 3.03 of the Agreement.", "output": "Lender" } ]

[ { "input": "Corbus shall prepare and maintain complete and accurate books and records in connection with the Development Plan in accordance with GAAP (including financial records of expenditures under the Award) and the development and commercialization of any Product, and shall keep all such books and records in a manner that is consistent with its document retention policy. CFF shall have the right to inspect such books and records at the offices of Corbus during normal business hours.", "output": "GAAP" } ]

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

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

[ { "input": "Employee shall accrue four (4) weeks of vacation annually; provided, however , that vacation leave planned by Employee prior to the Effective Date for the months of March, April and July 2016 is hereby authorized and approved, and shall not be counted against any portion of the four (4) weeks of annual vacation leave provided for in this Section.  For purposes of entitlement, vacation is accrued monthly from the Effective Date.", "output": "annually" } ]

[ { "input": "This Agreement shall in all respects be interpreted, enforced, governed and construed by and under the laws of the Commonwealth of Massachusetts, without giving effect to the principles of conflict of laws.", "output": "the Commonwealth of Massachusetts" } ]

[ { "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": "Texas" } ]

[ { "input": "The terms of this Agreement and all rights of Executive hereunder shall inure to the benefit of, and be enforceable by, Executive's personal or legal representatives, executors, administrators, successors, heirs, distributees, devisees and legatees.", "output": "Executive" } ]

[ { "input": "(a)  Maximum Consolidated Leverage Ratio .  Permit the Consolidated Leverage Ratio at any time of the Guarantor and its Subsidiaries to exceed 1.50 to 1.00.", "output": "1.50 to 1.00" } ]

[ { "input": "The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Purchaser and the Company and constitute the valid and legally binding obligations of each of them, enforceable against them in accordance with its terms.", "output": "Purchaser" } ]

[ { "input": "The installments provided for in the vesting schedule set forth in the Grant Notice are cumulative. Each such installment that becomes vested and exercisable pursuant to the vesting schedule set forth in the Grant Notice shall remain vested and exercisable until it becomes unexercisable under Section  3.3 hereof. Once the Option becomes unexercisable, it shall be forfeited immediately.", "output": "Section  3.3" } ]

[ { "input": "Except as set forth in the definition of Participant above, each employee who is a Key Executive on the Effective Date shall be a Participant in the Plan effective as of the Effective Date and each other employee shall become a Participant in the Plan effective as of the date of the employee’s promotion or hire as a Key Executive or designation by the Committee as a Participant.", "output": "Committee" } ]

[ { "input": "The Company shall establish the Trust (which may be referred to herein as a “Rabbi Trust”). Upon the establishment of the Trust, the Company shall provide for the funding of the Trust in accordance with the terms of the Trust.", "output": "Trust" } ]

[ { "input": "The Executive shall be eligible to receive stock-based compensation, whether stock options, stock appreciation rights, restricted stock grants or otherwise, under the Parent’s 2012 Long Term Incentive Plan or other stock­based compensation plans as Parent may establish from time to time (collectively, the “ Plans ”). The Executive shall be considered for such grants no less often than annually as part of the Board’s annual compensation review, but any such grants shall be at the sole discretion of the Board.", "output": "Executive" } ]

[ { "input": "In consideration of the rights granted by Licensor to Bayer under this Agreement, Bayer shall make to Licensor a one-time non-creditable, non-refundable upfront payment of US Dollars four million (USD 4,000,000). Bayer shall remit the monies due within thirty (30) days following the later of the Effective Date and receipt of an invoice.", "output": "USD 4,000,000" } ]

[ { "input": "This Agreement will not be effective with respect to the Company until the satisfaction of the following conditions subsequent: CEC and CAC shall have (a) reached agreement on the terms and conditions of, and executed and delivered, the Merger Agreement in form and substance reasonably acceptable to the Company and (b) obtained the Sponsor Agreements in form and substance reasonably acceptable to the Company, in each case of (a) and (b), by the Outside Merger Date.", "output": "CAC" } ]

[ { "input": "Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant, and, in the case of loss, theft or destruction, of any indemnification undertaking by the Holder to the Company in customary form or the provision of reasonable security by the Holder to the Company and, in the case of mutilation, upon surrender and cancellation of this Warrant, the Company shall execute and deliver to the Holder a new Warrant (in accordance with Section 7(e)) representing the right to purchase the Warrant Shares then underlying this Warrant.", "output": "Company" } ]

[ { "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": "6.13" } ]

[ { "input": "The Borrower will, and will cause each of its Restricted Subsidiaries to, maintain one or more network affiliations with any of ABC, CBS, NBC, FOX, the CW, ION, MyNetworkTV, Telemundo or other network reasonably satisfactory to the Administrative Agent at all times for each Station except where the failure to maintain such network affiliation could not, individually or in the aggregate, reasonably be expected to result in a Materially Adverse Effect. The Borrower will, and will cause each of its Restricted Subsidiaries to comply with any and all Operating Agreements except where the failure to so comply could not, individually or in the aggregate, reasonably be expected to have a Materially Adverse Effect.", "output": "Telemundo" } ]

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

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

[ { "input": "The Company may terminate your employment at any time without Cause.  Any termination by the Company of your employment which does not constitute a termination for Cause or a termination due to a determination that you are Disabled pursuant to Section 3(e) shall be deemed a termination without Cause.", "output": "Section 3(e)" } ]

[ { "input": "The address of the registered office of the Company in the State of Delaware is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801.", "output": "Wilmington" } ]

[ { "input": "Unless otherwise provided in this Agreement or in a separate writing by Agent or the applicable Lender, Borrower shall not be entitled to any credit, rebate, or repayment of any fees earned by Agent or any Lender pursuant to this Agreement notwithstanding any termination of this Agreement or the suspension or termination of any Lender’s obligation to make loans and advances hereunder.  Agent may deduct amounts owing by Borrower under the clauses of this Section 2.4 pursuant to the terms of Section 2.5(c).  Agent shall provide Borrower written notice of deductions made from the Designated Deposit Account pursuant to the terms of the clauses of this Section 2.4.", "output": "Agent" } ]

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

[ { "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": "twelve (12) consecutive months" } ]

[ { "input": "The provisions of this Agreement that may be reasonably interpreted as surviving its termination, including the applicable provisions of Sections 3- 10 , shall continue in effect after termination of this Agreement. Company is entitled to communicate Advisor’s obligations under this Agreement to any future client or potential client of Advisor.", "output": "Advisor" } ]

[ { "input": "The Required Lenders shall be reasonably satisfied that, on the Effective Date, immediately after giving effect to the making of the Loans on the Effective Date and any other transactions to occur on the Effective Date, the Loan Parties and their Subsidiaries shall have outstanding no indebtedness for borrowed money, other than Indebtedness outstanding under the Loan Documents and Indebtedness permitted under Section 8.2 .", "output": "the Loan Documents" } ]

[ { "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": "Notwithstanding any other provisions hereof, JPMorgan may not be entitled to take delivery of any Shares deliverable hereunder to the extent (but only to the extent) that, after such receipt of any Shares hereunder, (i) the Equity Percentage would exceed 7.5% or (ii) JPMorgan and its affiliates would directly or indirectly own or control, for purposes of the Bank Holding Company Act of 1956, as amended (the “ BHCA ”), in excess of 4.5% of the outstanding Shares.", "output": "7.5%" } ]

[ { "input": "This Promissory Note may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same agreement.  Facsimile signatures shall be sufficient for execution of this Promissory Note.", "output": "this Promissory Note" } ]

[ { "input": "The granting and settlement of the Restricted Shares, and any other obligations of the Company under this Agreement, shall be subject to all applicable U.S. federal, state and local laws, rules and regulations, all applicable non-U.S. laws, rules and regulations and to such approvals by any regulatory or governmental agency as may be required. The Participant agrees to take all steps the Committee or the Company determines are reasonably necessary to comply with all applicable provisions of U.S. federal and state securities law and non-U.S. securities law in exercising his rights under this Agreement.", "output": "U.S." } ]

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

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

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

[ { "input": "Nothing contained in the Plan shall confer upon any Participant any right with respect to the continuation of the Participant’s employment by, or consulting relationship with, the Company or an Affiliate, or interfere in any way with the right of the Company or an Affiliate, subject to the terms of any separate employment agreement or other contract to the contrary, at any time to terminate such services or to increase or decrease the compensation of the Participant.", "output": "Affiliate" } ]

[ { "input": "Executive’s base salary under this Agreement shall be Two Hundred Forty Thousand Dollars ($240,000.00) (U.S.) per year (less applicable withholdings), which shall be payable as provided by law and in accordance with the Company’s standard payroll schedule, together with such increases as may be approved by the Company’s Compensation Committee and Board of Directors from time to time in their sole discretion (the “Base Salary”).", "output": "Board of Directors" } ]

[ { "input": "Options shall become exercisable in accordance with such terms and conditions as may be determined by the Committee and specified in the Grant Instrument. The Committee may accelerate the exercisability of any or all outstanding Options at any time for any reason.", "output": "Committee" } ]

[ { "input": "ABRCF agrees that on the Series 2017-1 Closing Date it will have capitalization in an amount equal to or greater than 3% of the sum of (x) the Series 2017-1 Invested Amount and (y) the invested amount of the Series 2010-6 Notes, the Series 2011-4 Notes, the Series 2012-2 Notes, the Series 2012-3 Notes, the Series 2013-1 Notes, the Series 2013-2 Notes, the Series 2014-1 Notes, the Series 2014-2 Notes, the Series 2015-1 Notes, Series 2015-2 Notes, the Series 2015-3 Notes, the Series 2016-1 Notes and the Series 2016-2 Notes.", "output": "2012-2" } ]

[ { "input": "You shall be eligible to receive stock options or other equity compensation under the Company’s equity incentive plans as determined by the Board or the Compensation Committee from time to time.", "output": "the Compensation Committee" } ]

[ { "input": "The granting and settlement of the Restricted Shares, and any other obligations of the Company under this Agreement, shall be subject to all applicable U.S. federal, state and local laws, rules and regulations, all applicable non-U.S. laws, rules and regulations and to such approvals by any regulatory or governmental agency as may be required. The Participant agrees to take all steps the Committee or the Company determines are reasonably necessary to comply with all applicable provisions of U.S. federal and state securities law and non-U.S. securities law in exercising his rights under this Agreement.", "output": "Company" } ]

[ { "input": "Neither Landlord nor Tenant shall record this Lease; provided, however, Landlord and Tenant agree to execute and mutually deliver and record, within 20 days after the Effective Date, a Memorandum of Lease in the form attached hereto as Exhibit G . The provisions of this Lease shall control, however, with regard to any omissions from, or provisions hereof which may conflict with, the Memorandum of Lease.", "output": "Landlord" } ]

[ { "input": "None of the Parent, the Borrower, any other Loan Party or any Subsidiary of the Parent is engaged principally, or as one of its important activities, in the business of extending credit for the purpose, whether immediate, incidental or ultimate, of buying or carrying “margin stock” within the meaning of Regulation U of the Board of Governors of the Federal Reserve System.", "output": "Regulation U" } ]