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scholarly360

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contracts-extraction-instruction-llm-experiments

like 7

[ { "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": "Tenneco" } ]

[ { "input": "This Agreement shall be construed in accordance with and governed by the laws of the State of Texas applicable to agreements made and to be performed wholly within that jurisdiction. Venue shall lie exclusively with the district courts of Montgomery County, Texas, and such courts shall have jurisdiction to hear all matters arising from this Agreement.", "output": "Texas" } ]

[ { "input": "By signing below the Participant agrees (i) to enter into this Agreement, and (ii) to the terms and conditions of the Agreement. Until the Participant signs below and the Agreement is countersigned by the Company, this Performance Share Award shall not be effective and, if the Participant does not sign below and return to the Company within 14 days from the date the Agreement is made available to the Participant, this Performance Share Award shall be null and void.", "output": "14 days" } ]

[ { "input": "Each Loan Party is in compliance, in all material respects, with (i) the Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto, and (ii) the PATRIOT Act. No part of the proceeds of the Loans will be used, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended.", "output": "1977" } ]

[ { "input": "To the extent that a Party utilizes Third Party contractors or Divisional Affiliates to perform tasks within the scope of a Project, such Party shall ensure all such Third Party contractors and Divisional Affiliates: (i) are obligated to treat the other Party’s Confidential Information in accordance with the provisions of Article 7, and (ii) are subject to obligations to assign or license Inventions and other work product resulting from such contracted services in accordance with the provisions of Article 8.  Each Party shall be solely responsible for the acts, performance and compensation of its respective Third Party contractors.", "output": "Party" } ]

[ { "input": "The Option Price for each Option shall be determined by the Committee and set forth in the Award Agreement provided that Substitute Awards or Awards granted in connection with an adjustment provided for in Section 4.3, in the form of stock options, shall have an Option Price per Share that is intended to maintain the economic value of the Award that was replaced or adjusted, as determined by the Committee.", "output": "Section 4.3" } ]

[ { "input": "No injunction, writ, restraining order or other order of any nature adversely affects the Service’s performance of its obligations under this Agreement or any Transaction Document to which the Servicer is a party.", "output": "Service" } ]

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

[ { "input": "The Award shall not be transferable (including by sale, assignment, pledge or hypothecation) other than transfers by will or the laws of intestate succession. The designation of a beneficiary in accordance with the Plan does not constitute a transfer. The Participant shall not sell, transfer, assign, pledge or otherwise encumber the Shares subject to the Award until the Restriction Period has expired and all conditions to vesting have been met.", "output": "the Restriction Period" } ]

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

[ { "input": "The Collateral is and will be owned by Borrower free and clear of all liens and other encumbrances of any kind (including liens or other encumbrances upon properties acquired or to be acquired under conditional sales agreements or other title retention devices), excepting only liens in favor of Agent and those liens and encumbrances permitted under Section 7.4 below. Borrower will defend the Collateral against any claims of all persons or entities other than Agent or such other permitted lienholders as are set forth in Section 7.4 .", "output": "Section 7.4" } ]

[ { "input": "During the term of this Agreement, Employee shall be entitled to participate in any employee benefit plans or programs of the Company that are made generally available from time to time by the Company to similarly situated employees, including but not limited to health insurance, a flexible spending account, and 401(k) participation.  Nothing in this Agreement shall preclude the Company or any affiliate of the Company from terminating or amending any employee benefit plan or program from time to time after the Effective Date.", "output": "Company" } ]

[ { "input": "The Registration Statement and any Rule 462(b) Registration Statement have been declared effective by the Commission under the Securities Act.  The Company has complied to the Commission’s satisfaction with all requests of the Commission for additional or supplemental information related to the Registration Statement or the Prospectus.  No stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement is in effect and no proceedings for such purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated or threatened by the Commission.", "output": "any Rule 462(b) Registration Statement" } ]

[ { "input": "The Leases are the only leases affecting the Property and are currently in full force and effect. Original Borrower has not been notified of any landlord default under any of the Leases. There are no leasing broker’s or finder’s commissions of any kind due or to become due with respect to the Leases or the Property. The rents and security deposits under the Leases shown on the Rent Roll are true and correct. Except as shown in the Rent Roll, Original Borrower has not received any prepaid rents or given any concessions for free or reduced rent under the Leases. All tenants at the Property are currently in possession of their leased premises.", "output": "Property" } ]

[ { "input": "Advisor is free to work for third parties in addition to the Company, provided that such work does not conflict with the terms and conditions of this Agreement, in particular as set forth in Section 2(a)(ii), or the Restrictive Covenants to which Advisor remains bound pursuant to the Amended Employment Agreement and the subsequently executed Release Agreement, the terms of which are not amended in any way by this Agreement. Advisor shall also promptly inform the Company about all of its current and anticipated activities on a monthly basis.", "output": "Advisor" } ]

[ { "input": "Landlord shall have the right to apply payments received from Tenant pursuant to this Lease, regardless of Tenant's designation of such payments, to satisfy any accrued obligations of Tenant hereunder, in such order and amounts as Landlord, in its sole discretion, may elect.", "output": "Tenant" } ]

[ { "input": "In accordance with Section 6.1 of the Severance Agreement and conditioned upon Employee’s execution, delivery and nonrevocation of this Release (including the Employee General Release (as defined below) that forms a material part of this Release) within the [21-day/45-day] period that immediately follows the Separation Date, the Company shall provide Employee with the payments and benefits described in Section 6.1 of the Severance Agreement. Such payments shall be made in accordance with the terms of Section 6.3 of the Severance Agreement after this Release becomes effective and irrevocable in accordance with its terms.", "output": "the [21-day/45-day" } ]

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

[ { "input": "Payments of principal, interest and fees in respect of the Term Loans will be settled on the date of receipt if received by Agent on the last Business Day of a month or on the Business Day immediately following the date of receipt if received on any day other than the last Business Day of a month; provided, however, that, in the case such Term Lender is a Defaulted Lender, Agent shall be entitled to set off the funding short-fall against that Defaulted Lender’s respective share of all payments received from any Borrower.", "output": "the Business Day" } ]

[ { "input": "Except for an action to challenge the validity of Employee’s release of claims under the ADEA, or as otherwise provided in Section 12 below, Employee promises that he will not file, instigate or participate in any proceeding against any of the Released Parties relating to any of the Released Claims. In the event Employee breaches the covenant contained in this Section 4 , Employee agrees to indemnify the Released Parties for all damages and expenses, including attorneys’ fees, incurred by any Released Parties in defending, participating in or investigating any matter or proceeding covered by this Section 4 .", "output": "this Section 4" } ]

[ { "input": "Except as may otherwise be provided by the Committee either in the Award Agreement or, subject to Section 18 below, in writing after the Award is issued, a Participant’s right in all Restricted Stock Units that have not vested shall automatically terminate upon the Participant’s termination of employment (or cessation of service relationship) with the Company and its Affiliates for any reason.", "output": "Committee" } ]

[ { "input": "Borrower is the type of legal entity set forth in the first paragraph of this Loan Agreement for Borrower, duly organized and existing and in good standing under the laws of the State of its formation reflected in the first paragraph of this Loan Agreement, and qualified or licensed to do business in all states in which the laws thereof require Borrower to be so qualified or licensed except where the failure to qualify would not have a Material Adverse Effect.", "output": "first" } ]

[ { "input": "Tasker will be entitled to participate in the Altimmune 2016 Omnibus Incentive Plan or such other equity based long-term incentive compensation plan, program or arrangement generally made available to senior executive officers of Altimmune from time to time, as determined by the Committee in its sole and absolute discretion.", "output": "Committee" } ]

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

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

[ { "input": "There are no actions pending or, to Ecoark and Zest’s knowledge, threatened against or by Ecoark or Zest that challenge or seek to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise or serve as a basis for any such action.", "output": "Ecoark" } ]

[ { "input": "During the Term, Employee agrees to devote his: (a) full business time, attention and energies to the business of the Company; and (b) reasonable, good faith efforts, skills and abilities to faithfully perform such duties as are customary and appropriate in his capacity as President as set forth in Section 2.3 above, in each case to the best of his ability.  Employee will have all power and authority reasonably required to enable him to discharge such duties in an effective manner, including the authority to bind the Company.  Employee agrees to comply with all Company Policies in the performance of his duties hereunder.", "output": "Company" } ]

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

[ { "input": "DMSI currently has all permits, licenses, registrations, memberships, orders or approvals of all governmental or administrative authorities that are required to permit DMSI to carry on the Business as currently conducted.", "output": "DMSI" } ]

[ { "input": "This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts (including by facsimile), and all of said counterparts taken together shall be deemed to constitute one and the same instrument. This Agreement, the Fee Letter, the other Loan Documents, and any separate letter agreement(s) relating to any fees payable to the Administrative Agent or the Security Trustee constitute the entire agreement among the parties hereto and thereto regarding the subject matters hereof and thereof and supersede all prior agreements and understandings, oral or written, regarding such subject matters.", "output": "one" } ]

[ { "input": "All notices, consents and other communications under this Agreement shall be in writing and shall be deemed to have been received on the earlier of the date of actual receipt or the third business day after being sent by United States first class mail, properly addressed and postage prepaid. Customer’s address for notice and billing is stated in the Description of Services Order. Data Foundry’s address for notice is 1044 Liberty Park Drive, Austin, Texas 78746-6943 Attn: Legal.", "output": "Austin" } ]

[ { "input": "Except as may otherwise be provided by the Committee either in the Award Agreement or, subject to Section 18 below, in writing after the Award is issued, a Participant’s right in all Restricted Stock Units that have not vested shall automatically terminate upon the Participant’s termination of employment (or cessation of service relationship) with the Company and its Affiliates for any reason.", "output": "Company" } ]

[ { "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": "Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned, in whole or in part, by either party without the prior written consent of the other party. Except as otherwise provided herein, this Agreement shall bind and inure to the benefit of and be enforceable by the Selling Stockholder and the Company and their respective successors and assigns.", "output": "Company" } ]

[ { "input": "Only the CEO and such other executive officers of the Company, if any, as shall be designated by the Committee are eligible to participate in the Executive Officer Incentive Plan. The Executive Officer Incentive Plan is designed with the intent that Incentive Awards earned hereunder are eligible to be fully deductible by the Company in accordance with the deduction limits of Section 162(m) of the Code.", "output": "Company" } ]

[ { "input": "This Agreement shall terminate immediately upon the death of Executive and Executive’s estate or Executive’s legal representative, as the case may be, shall be entitled to Executive’s accrued and unpaid Salary and vacation as of the date of Executive’s death, plus all other compensation and benefits that were vested through the date of Executive’s death.", "output": "Executive" } ]

[ { "input": "Each of the Receiver, the Corporation and Park Sterling may waive its respective rights, powers or privileges under this Agreement; provided that such waiver shall be in writing; and further provided that no failure or delay on the part of the Receiver, the Corporation or Park Sterling to exercise any right, power or privilege under this Agreement shall operate as a waiver thereof, nor will any single or partial exercise of any right, power or privilege under this Agreement preclude any other or further exercise thereof or the exercise of any other right, power or privilege by the Receiver, the Corporation, or Park Sterling under this Agreement, nor will any such waiver operate or be construed as a future waiver of such right, power or privilege under this Agreement.", "output": "Park Sterling" } ]

[ { "input": "Neither the Company, nor any of its Subsidiaries or Affiliates, nor any Person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act) in connection with the offer or sale of the Securities. Other than B. Riley FBR, Inc. and Johnson Rice & Company L.L.C., none of the Subject Companies have engaged any placement agent or other agent in connection with the sale of the Securities hereunder.", "output": "the Securities Act" } ]

[ { "input": "In the event the Participant’s employment terminates by reason of his or her death, this Award shall continue to be exercisable by the Participant’s executor, administrator, or legal representative at any time prior to the earlier of the first anniversary of the Participant’s death or the Award’s expiration date and thereafter shall be forfeited.", "output": "first" } ]

[ { "input": "The Servicer will not be responsible or liable for any failure or delay in performing its obligations under this Agreement caused by, directly or indirectly, forces beyond its control, including strikes, work stoppages, acts of war, terrorism, civil or military disturbances, fire, flood, earthquakes, storms, hurricanes or other natural disasters or failures of mechanical, electronic or communication systems.  The Servicer will use commercially reasonable efforts to resume performance as soon as practicable in the circumstances.", "output": "Servicer" } ]

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

[ { "input": "Notwithstanding any provision to the contrary contained in the KR Lakeview Lease or the Plaza Lease, FLUC or KR Lakeview, as applicable, hereby acknowledges that the option right set forth in Section 11 of the Fourth Amendment shall also apply to the Suite 100 Expansion Premises, provided that Tenant exercises such option with respect to the entire Premises (i.e., the Plaza Existing Premises, the Lakeview Existing Premises and the Suite 100 Expansion Premises).", "output": "KR Lakeview" } ]

[ { "input": "The Company shall reimburse the Executive for reasonable travel and other business-related expenses incurred by him in the fulfillment of his duties hereunder upon presentation of written documentation thereof, in accordance with the business expense reimbursement policies and procedures of the Company as in effect from time to time. Payments with respect to reimbursements of expenses shall be made consistent with the Company’s reimbursement policies and procedures and in no event later than the last day of the calendar year following the calendar year in which the relevant expense is incurred. The Executive will continue to be entitled to travel and accommodations on a basis consistent with the current practice.", "output": "Company" } ]

[ { "input": "The Advisor shall provide the Services set forth in Section 1 above from the Effective Date until the earlier of (a) termination of this Agreement by mutual agreement of the Advisor and the Company and (b) the eighteen (18) month anniversary of the Effective Date (the \"Initial Period\"); provided   that this Agreement shall be automatically extended for additional one year periods beyond the Initial Period unless the Advisor or the Company provides written notice of its desire not to automatically extend the term of this Agreement to the other Party hereto at least ninety (90) days prior to the end of the then current term (such period, the “ Term ”).", "output": "Company" } ]

[ { "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": "Company" } ]

[ { "input": "Although Section 3 of the Third Amendment to Lease provides Tenant with four five-year Renewal Terms and one four-year Renewal Term, the options for each of which Tenant may exercise individually, Tenant hereby elects to exercise its option to extend the Lease by ten (10) years.  Accordingly, the Term of the Lease shall not expire on August 31, 2018 but shall now incorporate the first two Renewal Terms and shall be extended to August 31, 2028.", "output": "the Third Amendment to Lease" } ]

[ { "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": "Executive" } ]

[ { "input": "This employment agreement and the rights and obligations of the Company and Executive hereunder shall be determined under, governed by and construed in accordance with the laws of the State of California.", "output": "California" } ]

[ { "input": "This Note is made in and shall be interpreted and enforced in accordance with the internal laws of the State of Minnesota without giving effect to its principles or provisions regarding choice of law.  Jurisdiction and venue of any litigation arising out of this Note will be exclusively in the Hennepin County District Court of the State of Minnesota or the United States District Court for the District of Minnesota located in Minneapolis, MN.  Borrower and Lender submit to the personal jurisdiction of such courts and waives any argument that either such court is an inconvenient forum.", "output": "the United States District Court for the District of Minnesota" } ]

[ { "input": "Subject to the terms and conditions hereof, the Company agrees to sell, and Purchaser agrees to purchase Twelve Thousand Three Hundred Ninety Five (12,395) shares (the “ Shares ”) of the Company’s common stock, $0.0001 par value per share (the “ Common Stock ”), at a purchase price of $3.60 per Share for an aggregate purchase price of $44,621 (the “ Purchase Price ”). The Purchase Price shall be paid by the conversion of a dividend payable in the amount of $44,621 on the Company’s Series B-1 Convertible Preferred Stock (the “ Series B -1 Preferred ”) presently due and payable to the Purchaser. Within a reasonable time following the date hereof, the Company shall deliver to Purchaser, a certificate evidencing the Shares.", "output": "12,395" } ]

[ { "input": "A Participant shall not be entitled to receive any greater payment under Section 3.7 , 3.9 , 5.9 or 5.10 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with Borrower’s prior written consent expressly acknowledging such Participant may receive a greater benefit. A Participant shall not be entitled to the benefits of Section 5.9 and 5.10 to the extent such Participant fails to comply with Section 5.10.1 as though it were a Lender.", "output": "Section 3.7" } ]

[ { "input": "All fees, expenses and other amounts incurred by the Purchaser in connection with this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby, including reimbursement or payment of all out-of-pocket expenses and reasonable attorneys’ fees, shall be paid, by the Company at or prior to the Closing. The Company shall pay at or prior to the Closing the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by the Company incident to the negotiation, preparation, execution, delivery and performance of this Agreement.", "output": "Company" } ]

[ { "input": "To the extent any term or provision of the Purchase Agreement, or any other document or other agreement executed in connection with the Purchase Agreement, is in conflict with any term or provision of this Agreement or any Annex or Schedule hereto, the terms and provisions of this Agreement and the Annexes or Schedules hereto shall govern solely to the extent of any such conflict. To the extent any term or provision of this Agreement is in conflict with any term or provision of any Annex or Schedule hereto, the terms and provisions of the Annex or Schedule hereto shall govern solely to the extent of any such conflict.", "output": "Annex" } ]

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

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

[ { "input": "If a Stock Option granted under the Plan is intended to be an Incentive Stock Option, and if the Participant, at the time of grant, owns stock possessing ten percent (10%) or more of the total combined voting power of all classes of Common Stock of the Company or any Subsidiary, then (i) the Stock Option exercise price per share shall in no event be less than 110% of the Fair Market Value of the Common Stock on the date of such grant and (ii) such Stock Option shall not be exercisable after the expiration of five (5) years following the date such Stock Option is granted.", "output": "less than 110%" } ]

[ { "input": "None of Holdings or any of its Subsidiaries is an “investment company” or a company “controlled” by an “investment company,” within the meaning of the Investment Company Act of 1940, as amended.", "output": "the Investment Company Act of 1940" } ]

[ { "input": "Except as otherwise set forth in Section 12 of the Plan, any waiver, alteration, amendment or modification of any of the terms of this Stock Appreciation Right Agreement shall be valid only if made in writing and signed by the parties hereto; provided, however, that any such waiver, alteration, amendment or modification is consented to on the Company’s behalf by the Committee. No waiver by either of the parties hereto of their rights hereunder shall be deemed to constitute a waiver with respect to any subsequent occurrences or transactions hereunder unless such waiver specifically states that it is to be construed as a continuing waiver.", "output": "Committee" } ]

[ { "input": "Seller agrees to pay to Purchaser all fees and out of pocket expenses incurred by Purchaser in connection with this Amendment, including all reasonable fees and out of pocket costs and expenses of the legal counsel to Purchaser incurred in connection with this Amendment, in accordance with Section 23 of the Repurchase Agreement. As a condition precedent to the effectiveness of this Amendment, Seller shall pay to Purchaser the Amendment Fee as defined in Amendment Number Four to the Master Repurchase Agreement Pricing Side Letter dated as of May 3, 2017.", "output": "Section 23" } ]

[ { "input": "Except for the Permitted Encumbrances, Borrower’s interest in the Ground Lease is not subject to any Liens or encumbrances superior to, or of equal priority with, the Security Instrument other than the ground lessor’s related leasehold interest.  There is no Lien, including, without limitation, any mortgage, deed of trust or other security instrument, encumbering the ground lessor’s leasehold interest other than one leasehold mortgage to Metropolitan Life Insurance Company (the “ Leasehold Mortgage ”), and the Ground Lease is prior and superior to the Leasehold Mortgage and is and shall remain prior to any Lien upon the related leasehold interest that may hereafter be granted (including, without limitation, any future leasehold mortgage).", "output": "Metropolitan Life Insurance Company" } ]

[ { "input": "This contract is strictly between Exiting Shareholders, the Company, TongDa and the Adamant Group, and, except as specifically provided, no director, officer, stockholder, employee, agent, independent contractor or any other person or entity shall be deemed to be a third-party beneficiary of this Agreement.", "output": "Company" } ]

[ { "input": "Sections 1.3, 2.3, 3, 4, 5, 6, 7, 9, 10, and 11 survive the expiration or termination of this Agreement.", "output": "1.3" } ]

[ { "input": "Grantor represents and warrants to Lender that Grantor holds good and marketable title to the Collateral, free and clear of all liens and encumbrances except for the lien of this Agreement.  No financing statement covering any of the Collateral is on file in any public office other than those which reflect the security interest created by this Agreement or to which Lender has specifically consented. Grantor shall defend Lender's rights in the Collateral against the claims and demands of all other persons.", "output": "Grantor" } ]

[ { "input": "In the discretion of the Board of Directors of the Corporation (or any appropriate committee thereof), you will be eligible to receive a grant of restricted stock units (“ RSUs ”) with a grant date fair value equal to $325,000 pursuant to the Corporation’s equity compensation plans as in effect from time to time. Such grant of RSUs shall be made in the fourth quarter of 2017. Subject to your continued employment with the Company Group, such RSUs shall vest in substantially equal annual installments on each of the first three anniversaries of the grant date.", "output": "the Board of Directors" } ]

[ { "input": "The ratio of (i) Unencumbered NOI for the period of four consecutive fiscal quarters of the Parent most recently ending to (ii) Unsecured Interest Expense for such period, to be less than 1.75 to 1.00 at any time.", "output": "less than 1.75 to 1.00" } ]

[ { "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": "Tenneco Inc." } ]

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

[ { "input": "This option is not transferable by Optionee except as otherwise provided in Paragraph 5 below, and during Optionee’s lifetime is exercisable only by Optionee.", "output": "Optionee" } ]

[ { "input": "The Executive agrees that it would be difficult to measure any damages caused to the Company which might result from any breach by the Executive of the promises set forth in this Section 8, and that in any event money damages would be an inadequate remedy for any such breach. Accordingly, the Executive agrees that if the Executive breaches, or proposes to breach, any portion of this Agreement, the Company shall be entitled, in addition to all other remedies that it may have, to an injunction or other appropriate equitable relief to restrain any such breach without showing or proving any actual damage to the Company.", "output": "this Section 8" } ]

[ { "input": "If the Settlement Shares are sold pursuant to a Registration Statement, as contemplated by Section 3 of this Agreement, the Holder shall trade no more than 10% of the intra-day volume of the Common Stock traded on the principal securities exchange or trading market for such security. Notwithstanding the foregoing, the Holder shall be entitled to sell up to a minimum of $5,000 worth of Settlement Shares per week. The Holder further agrees to provide the Company, upon request, with weekly trading records detailing the number of Settlement Shares sold by the Holder, the net proceeds received from the sale of such Settlement Shares by the Holder, and the date on which such shares were sold by the Holder.", "output": "Section 3 of this Agreement" } ]

[ { "input": "Borrower, TRS Entity and the Property and the use thereof comply in all material respects with all applicable Legal Requirements, including, without limitation, building and zoning ordinances and codes and Prescribed Laws. Neither Borrower nor TRS Entity is in default or violation of any order, writ, injunction, decree or demand of any Governmental Authority, the violation of which might materially adversely affect the condition (financial or otherwise) or business of Borrower or TRS Entity. Neither Borrower nor TRS Entity has committed any act which may give any Governmental Authority the right to cause Borrower or TRS Entity to forfeit the Property or any part thereof or any monies paid in performance of Borrower’s obligations under any of the Loan Documents.", "output": "Prescribed Laws" } ]

[ { "input": "To the extent the performance objectives described in 2.(b)(i) below (collectively, the “ Performance Objectives ”) are satisfied as of the completion of the performance period for this Award (the “ Performance Period ”), this Award will become vested and free of restrictions in accordance with clause (ii) below, as of the date the Committee makes the determination referenced in clause (iii) below (the “ Performance Vesting Date ”), subject to the provision on Termination of Service below. The Performance Period begins December 1, 2017 and ends November 30, 2020.", "output": "Committee" } ]

[ { "input": "Until the date on which the Buyers shall have sold all of the Registrable Securities (the “ Reporting Period ”), the Company shall timely file all reports required to be filed with the SEC pursuant to the 1934 Act (reports filed in compliance with the time period specified in Rule 12b-25 promulgated under the 1934 Act shall be considered timely for this purpose), and the Company shall not terminate its status as an issuer required to file reports under the 1934 Act even if the 1934 Act or the rules and regulations thereunder would no longer require or otherwise permit such termination. The Company shall use reasonable best efforts to maintain its eligibility to register the Registrable Securities for resale by the Buyers on Form S-3.", "output": "the 1934 Act" } ]

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

[ { "input": "Loans by Members to the Company shall not be considered Capital Contributions. Subject to the provisions of Section 3.01(c) , the amount of any such advances shall be a debt of the Company to such Member and shall be payable or collectible in accordance with the terms and conditions upon which such advances are made.", "output": "Company" } ]

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

[ { "input": "CLIENT will be entitled to a refund of the remaining Prefunding Available Balance ninety (90) days from the termination of CLIENT Card sales. CLIENT may also request withdrawals from the Prefunding Account up to the Prefunding Available Balance, and FiCentive agrees to transfer these funds to an account of CLIENT’s choosing within five (5) business days via the ACH network. CLIENT understands that CLIENT Funded Loads cannot be returned or withdrawn by CLIENT and will remain the property of the Cardholder after the termination of CLIENT Card sales or this Agreement, unless otherwise specified in the Cardholder Agreement.", "output": "CLIENT Card" } ]

[ { "input": "This Agreement will be construed and enforced under and in accordance with the laws of the State of  Maryland, excluding any conflicts or choice of law rule or principle that might otherwise refer construction or interpretation of this provision to the substantive law of another jurisdiction.  The  parties agree that any appropriate state court located in Howard County, Maryland, will have jurisdiction of any case or controversy arising under or in connection with this Agreement and will be a proper forum in which to adjudicate such case or controversy.  The parties consent to the jurisdiction of such courts, subject to the requirement to arbitrate set forth in Section 15.", "output": "Maryland" } ]

[ { "input": "Neither the Plan nor this Agreement shall be construed as giving the Grantee the right to be retained in the employ of, or in any consulting relationship to, any member of the Company Group. Further, any member of the Company Group may at any time dismiss the Grantee or discontinue any employment or consulting relationship, free from any liability or any claim under the Plan or this Agreement, except as otherwise expressly provided herein. Any determinations as to whether the Grantee continues to be employed shall be at the discretion of the Committee.", "output": "Committee" } ]

[ { "input": "ALLETE will make a lump-sum payment to Ms. Amberg in an amount equal to the sum of: (a) $344,866, which amount is equal to twelve (12) months’ base salary at Ms. Amberg’s pay rate in effect on the Effective Date.", "output": "Amberg" } ]

[ { "input": "This Note is made in and shall be interpreted and enforced in accordance with the internal laws of the State of Minnesota without giving effect to its principles or provisions regarding choice of law.  Jurisdiction and venue of any litigation arising out of this Note will be exclusively in the Hennepin County District Court of the State of Minnesota or the United States District Court for the District of Minnesota located in Minneapolis, MN.  Borrower and Lender submit to the personal jurisdiction of such courts and waives any argument that either such court is an inconvenient forum.", "output": "Minneapolis" } ]

[ { "input": "Although Section 3 of the Third Amendment to Lease provides Tenant with four five-year Renewal Terms and one four-year Renewal Term, the options for each of which Tenant may exercise individually, Tenant hereby elects to exercise its option to extend the Lease by ten (10) years.  Accordingly, the Term of the Lease shall not expire on August 31, 2018 but shall now incorporate the first two Renewal Terms and shall be extended to August 31, 2028.", "output": "first" } ]

[ { "input": "Thirty days following Executive’s written notice to the Company of termination of employment without Good Reason (as defined in Section 1.5.5 ); provided , however , that the Company may waive all or a portion of the 30 days’ notice and accelerate the effective date of such termination (and the Termination Date) (termination pursuant to this Section 1.5.2 being referred to herein as “ Voluntary ” termination).", "output": "Thirty days" } ]

[ { "input": "To the extent that this Agreement imposes obligations on Affiliates of a Party, such Party agrees to cause its Affiliates to perform such obligations and a breach by such Affiliate shall be considered a breach by such Party.", "output": "Affiliate" } ]

[ { "input": "Grantor represents and warrants to Lender that Grantor holds good and marketable title to the Collateral, free and clear of all liens and encumbrances except for the lien of this Agreement.  No financing statement covering any of the Collateral is on file in any public office other than those which reflect the security interest created by this Agreement or to which Lender has specifically consented. Grantor shall defend Lender's rights in the Collateral against the claims and demands of all other persons.", "output": "Collateral" } ]

[ { "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": "Section 3.03" } ]

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

[ { "input": "The entire unpaid principal balance of this Note and all accrued and unpaid interest thereon shall be due and payable on October 1 , 2020 (the “Maturity Date”).  BORROWER ACKNOWLEDGES AND AGREES THAT (1) THE LOAN EVIDENCED BY THIS NOTE IS NOT AN AMORTIZING LOAN; AND (2) THE ENTIRE PRINCIPAL BALANCE OF THIS NOTE SHALL BE DUE AND PAYABLE ON THE MATURITY DATE OF THIS NOTE.", "output": "1" } ]

[ { "input": "Tenant agrees to pay to Landlord the Base Rent set forth in the Basic Lease Information, without prior notice or demand, on the first day of each and every calendar month during the Term, except that Base Rent for the first full calendar month in which Base Rent is payable shall be paid prior to February 1, 2017 and Base Rent for any partial month at the beginning of the Term shall be paid on the Commencement Date. Base Rent for any partial month at the beginning or end of the Term shall be prorated based on the actual number of days in the month.", "output": "the first full calendar month" } ]

[ { "input": "If the Optionee’s service with the Company and all Related Corporations is terminated by the Company for Cause prior to the Expiration Date, any unexercised portion of this Option shall immediately terminate at that time.", "output": "Company" } ]

[ { "input": "All information, reports, exhibits, schedules, financial statements or certificates of Seller, Guarantor or any Affiliate thereof or any of their officers furnished or to be furnished to Buyer in connection with the initial or any ongoing due diligence of Seller, Guarantor or any Affiliate or officer thereof, negotiation, preparation, or delivery of the Program Agreements are true and complete and do not omit to disclose any material facts necessary to make the statements herein or therein, in light of the circumstances in which they are made, not misleading. All financial statements have been prepared in accordance with GAAP.", "output": "Buyer" } ]

[ { "input": "The right and remedy to have the Covenants specifically enforced by any court having equity jurisdiction, including obtaining an injunction to prevent any continuing violation thereof, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable injury to the Company and that money damages will be difficult to ascertain and will not provide adequate remedy to the Company.", "output": "Company" } ]

[ { "input": "Subject to the Participant’s continued employment with the Company or one of its Subsidiaries, and the provisions of the Plan (including Article XI thereof) and this Agreement, the Restricted Performance Stock shall vest in full on the third (3rd) anniversary of the Grant Date (the “Vesting Date”) provided the Company has achieved the “Annual Performance Goals” detailed below for each of the fiscal years which ends during the period beginning on the Grant Date and ending on the Vesting Date (each such fiscal year constitutes a “Performance Period”).", "output": "3rd" } ]

[ { "input": "Nothing herein shall be deemed to affect the “at-will” nature of Executive’s employment. Accordingly, Executive’s employment with the Company may be terminated at any time, with or without cause or notice, and without any severance payment or similar obligation except to the extent set forth herein. The “at will” nature of Executive’s employment cannot be changed by an oral agreement and can only be changed by a written agreement, executed by the Company, expressly providing therefor.", "output": "Company" } ]

[ { "input": "Amended and Restated Credit Agreement of even date herewith dated as of April 22, 2016, between the Borrower, the Parent Guarantor, Wells Fargo as administrative agent and the lenders party thereto (as the same may be modified, amended or supplemented from time to time).", "output": "April 22, 2016" } ]

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

[ { "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": "Executive" } ]

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

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

[ { "input": "The Warrant Agent shall account to the Company with respect to Warrants exercised or converted and pay to the Company all moneys received by the Warrant Agent on behalf of the Company on the purchase of Warrant Shares through the exercise of Warrants pursuant to the procedures set forth in Section 5(g)(v). The Warrant Agent shall advise the Company by facsimile or by electronic transmission at the end of each day on which a payment for the exercise of Warrants is received of the amount so deposited to such account.", "output": "Section 5(g)(v)" } ]