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scholarly360

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contracts-extraction-instruction-llm-experiments

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[ { "input": "The properties of the Loan Parties are insured as required pursuant to Section 6.01(c) hereof. Each insurance policy required to be maintained by the Loan Parties pursuant to Section 6.01(c) is in full force and effect and all premiums in respect thereof that are due and payable have been paid.", "output": "Section 6.01(c)" } ]

[ { "input": "Upon the Termination Date, Executive shall promptly return and deliver to the Company any and all papers, books, records, documents, memoranda and manuals, e-mail, electronic or magnetic recordings or data, including all copies thereof, belonging to the Company or relating to its business, in Executive ’ s possession, whether prepared by Executive or others. If at any time after the Termination Date, Executive determines that Executive has any Trade Secrets in Executive ’ s possession or control, Executive shall immediately return them to the Company, including all copies thereof.", "output": "Executive" } ]

[ { "input": "This Award Agreement will be governed by the laws of Washington, without giving effect to the conflict of law principles thereof. For purposes of litigating any dispute that arises under the Restricted Stock Units or this Award Agreement, the parties hereby submit to and consent to the jurisdiction of the State of Washington, and agree that such litigation will be conducted in the courts of Seatle, Washington or the federal courts for the United States for the District of Washington, and no other courts.", "output": "the District of Washington" } ]

[ { "input": "Each prepayment of the outstanding Term Loans pursuant to this Section Sections 2.05 (e) through 2.05(h) above shall be applied , first , pro rata to the remaining scheduled installment payments thereof, and each of the Term Loans in direct order of maturity and second , to repay the Incremental Revolving Loans (without a corresponding reduction in the Incremental Revolving Commitments with respect thereto) and any swing line loans and to cash collateralize Letters of Credit issued hereunder, in form and substance reasonably satisfactory to the applicable Letter of Credit issuer, made in the order and in the manner set forth in the Incremental Amendment. Each prepayment of Loans shall be paid to the Lenders in accordance with their respective Applicable Percentages.", "output": "this Section Sections 2.05 (e) through" } ]

[ { "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": "any year" } ]

[ { "input": "Under the current terms of the SDCP, two classes of employee are eligible to participate: Highly Compensated Employees (generally, employees whose W-2 compensation for the preceding Plan Year is equal to at least 120% of the taxable wage base for that year) and Management Employees (generally, employees who possess duties and responsibilities at management level and above). Further, such employees must be specifically selected to participate in the SDCP by the Committee for the SDCP, which is a body appointed by the Board of Directors.", "output": "that year" } ]

[ { "input": "This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns.  The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Purchaser (other than by merger).  The Purchaser with the written consent of the Company may assign any or all of its rights under this Agreement to any Person to whom the Purchaser assigns or transfers any Securities, provided that such transfer complies with all applicable federal and state securities laws and that such transferee agrees in writing with the Company to be bound, with respect to the transferred Securities, by the provisions of the Transaction Documents that apply to the Purchaser.", "output": "Purchaser" } ]

[ { "input": "If any date set forth in this Agreement for the delivery of any document or the happening of any event should, under the terms hereof, fall on a weekend or federal or State holiday, then such date shall be automatically extended to the next succeeding weekday that is not a federal or State holiday.", "output": "the next succeeding weekday" } ]

[ { "input": "The Plan and this Agreement constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and the Participant with respect to the subject matter hereof. Without limiting the generality of the foregoing, the parties acknowledge and agree that this Agreement embodies their final intent and understanding with respect to the implementation of the 2019 OPP and the grant of the Award, and supersedes all previous descriptions, discussions, agreements or other materials relating to the 2019 OPP.", "output": "Company" } ]

[ { "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": "This Agreement shall be and become effective as of date hereof when all of the conditions set forth in this Section 2 shall have been satisfied.", "output": "this Section 2" } ]

[ { "input": "Unless otherwise expressly agreed by the applicable Issuing Lender, the Borrower and the beneficiary of a Letter of Credit, (i) the rules of the International Standby Practices as most recently published from time to time by the International Chamber of Commerce (the “ ISP ”) shall apply to each standby Letter of Credit and (ii) the rules of the Uniform Customs and Practice for Documentary Credits as most recently published from time to time by the International Chamber of Commerce (the “ UCP ”) shall apply to each commercial Letter of Credit.", "output": "the International Standby Practices" } ]

[ { "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": "Section 2.5(c)" } ]

[ { "input": "All communications and notices hereunder shall be given as provided in the Credit Agreement or, as the case may be, the Security Agreement.", "output": "the Credit Agreement" } ]

[ { "input": "Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in Appendix A of the Sale and Servicing Agreement, dated as of June 1, 2016, among California Republic Auto Receivables Trust 2016-2, California Republic Funding, LLC, California Republic Bank and U.S. Bank National Association, which Appendix is hereby incorporated into and made a part of this Agreement. Appendix A also contains rules as to usage applicable to this Agreement.", "output": "June 1, 2016" } ]

[ { "input": "As a pre-condition to the effectiveness of this Agreement, Executive agrees to execute the Employee Agreement attached hereto as Exhibit A (the “Employee Agreement” ), the terms and conditions of which are specifically incorporated herein by reference.", "output": "the “Employee Agreement”" } ]

[ { "input": "Executive’s employment under this Agreement will terminate upon her death during the term of this Agreement, in which event Executive’s estate or beneficiary shall be paid Executive’s Base Salary at the rate in effect at the time of Executive’s death for a period of one (1) year following Executive’s death (payable in accordance with the regular payroll practices of the Bank). In addition, for one (1) year following Executive’s death, the Bank will continue to provide medical, dental and vision coverage substantially comparable to the coverage, if any, maintained by the Bank for Executive and her family immediately prior to Executive’s death. Such continued benefits will be fully paid for by the Bank.", "output": "Executive" } ]

[ { "input": "Transfer of Participant’s employment from the Company to a subsidiary of the Company, among or between subsidiaries of the Company, or from a subsidiary of the Company to the Company shall not be treated as termination of employment.", "output": "Company" } ]

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

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

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

[ { "input": "You shall devote your entire business time, attention and energies to the business of the Company during your employment with the Company. You shall be President and Chief Executive Officer of the Global Entertainment Group (which shall consist of Viacom International Media Networks, MTV, VH1, Logo, Comedy Central, Spike, CMT and TV Land), and you shall perform all duties reasonable and consistent with such office as may be assigned to you from time to time by, and you shall report directly to, the Viacom Inc. Board of Directors (the “Board”) or whomever the Board directs.", "output": "Spike" } ]

[ { "input": "Upon the Termination Date, Executive shall promptly return and deliver to the Company any and all papers, books, records, documents, memoranda and manuals, e-mail, electronic or magnetic recordings or data, including all copies thereof, belonging to the Company or relating to its business, in Executive ’ s possession, whether prepared by Executive or others. If at any time after the Termination Date, Executive determines that Executive has any Trade Secrets in Executive ’ s possession or control, Executive shall immediately return them to the Company, including all copies thereof.", "output": "Executive" } ]

[ { "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 any Group Member pending or, to the knowledge of Holdings or the Borrower, threatened; (b) hours worked by and payment made to employees of each Group Member have not been in violation of the Fair Labor Standards Act, as amended, or any other applicable Requirement of Law dealing with such matters; and (c) all payments due from any Group Member on account of employee health and welfare insurance have been paid or accrued as a liability on the books of the relevant Group Member.", "output": "Requirement of Law" } ]

[ { "input": "Section 13(b) of the Agreement is hereby amended by: (x) deleting in the second line of subparagraph (i)(2) thereof the word, “non-”; and (y) adding in the third line of subparagraph (i)(2) thereof before the semicolon, “and each party irrevocably agrees to designate any Proceedings brought in the courts of the State of New York as ‘commercial’ on the Request for Judicial Intervention seeking assignment to the Commercial Division of the Supreme Court”.", "output": "the Commercial Division" } ]

[ { "input": "To facilitate your decision and provide you with immediate shareholder alignment, the board of directors will, on the first date on which you become employed by the Company, authorize an initial award of restricted stock units equivalent to 6,000 shares subject to three year cliff vesting. There is a “Change of Control” provision in this plan. Assuming a market value of $15.00 per share, this award represents compensation, equivalent to $90,000. The signing bonus is non-recurring.", "output": "Company" } ]

[ { "input": "No Credit Party’s rights or obligations hereunder nor any interest therein may be assigned or delegated by any Credit Party without the prior written consent of all Lenders and any assignment in contravention of the foregoing shall be absolutely void.", "output": "No Credit Party’s" } ]

[ { "input": "No Credit Party or any Subsidiary thereof is party to any collective bargaining agreement, nor has any labor union been recognized as the representative of its employees except as set forth on Schedule 7.12 . The Borrower knows of no pending or threatened strikes, work stoppage or other collective labor disputes involving its employees or those of its Subsidiaries that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.", "output": "Schedule 7.12" } ]

[ { "input": "This Contract shall become effective on the date (“ Effective Date ”) of receipt by Hawaiian Electric of the Commission’s final or interim Commission Approval Order, and Hawaiian Electric will provide Seller with written notice of the same within five (5) business days from receipt by Hawaiian Electric. Alternatively, the Parties may agree in writing that some other date shall be deemed the Effective Date. Neither Party shall have any binding obligations under this Contract until the Effective Date, except that the Parties agree that upon full execution of this Contract they will be bound by Section 2.2 (Regulatory Approval), Section 11.1 (Force Majeure), Section 12.1 (Compliance with Laws and Regulations), Section 14.1 (Indemnity) and all provisions of Article XVI and Article XVII .", "output": "Section 2.2 (Regulatory Approval" } ]

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

[ { "input": "Executive’s employment under this Agreement will terminate upon her death during the term of this Agreement, in which event Executive’s estate or beneficiary shall be paid Executive’s Base Salary at the rate in effect at the time of Executive’s death for a period of one (1) year following Executive’s death (payable in accordance with the regular payroll practices of the Bank). In addition, for one (1) year following Executive’s death, the Bank will continue to provide medical, dental and vision coverage substantially comparable to the coverage, if any, maintained by the Bank for Executive and her family immediately prior to Executive’s death. Such continued benefits will be fully paid for by the Bank.", "output": "one (1) year" } ]

[ { "input": "Each of the Loan Parties and its Subsidiaries has (a) good, sufficient and legal title to (in the case of fee interests in Real Property), (b) valid leasehold interests in (in the case of leasehold interests in real or personal property), and (c) good and marketable title to (in the case of all other personal property), all of their respective material assets reflected in their most recent financial statements delivered pursuant to Section 5.1 , in each case except for assets disposed of since the date of such financial statements to the extent permitted hereby. All of such assets are free and clear of Liens except for Permitted Liens.", "output": "Section 5.1" } ]

[ { "input": "The Second Expansion Improvements shall be constructed substantially in accordance with the floor plan for the Second Expansion Premises dated January 4, 2017 (\"Second Expansion Premises Plan\"), prepared by James Crawford AIA, who has been retained by Lessee , at Lessee's sole cost and expense, as the architect for the Second Expansion Improvements in the Second Expansion Premises (\"A r chitect\").", "output": "Lessee" } ]

[ { "input": "For purposes of determining withholding Taxes imposed under FATCA, from and after the Third Amendment Effective Date, the Borrower and the Administrative Agent shall treat (and the Lenders hereby authorize the Administrative Agent to treat) this Agreement as not qualifying as a “grandfathered obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i).", "output": "FATCA" } ]

[ { "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": "the Securities Act" } ]

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

[ { "input": "This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns. The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Purchaser (other than by merger). The Purchaser may assign any or all of its rights under this Agreement to any Person to whom the Purchaser assigns or transfers the Note or any of the Shares issuable upon conversion of the Note, provided that such transferee agrees in writing to be bound, with respect to the transferred Note or Shares, as the case may be, by the provisions of the Transaction Documents that apply to the Purchaser.", "output": "Purchaser" } ]

[ { "input": "If any one or more of the provisions contained in this Agreement shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.", "output": "one" } ]

[ { "input": "Make any change in (a) accounting policies or reporting practices, except as required by GAAP, or (b) fiscal year.", "output": "fiscal year" } ]

[ { "input": "I Amendments. This Agreement (a) represents the entire agreement between the parties in relation to the employment of Executive by the Company on, and subsequent to, the Effective Date and (b) revokes and supersedes all prior agreements pertaining to the subject matter herein, whether written and oral. However, this Agreement does not nullify or otherwise affect any prior equity awards granted to Executive. This Agreement shall not be subject to modification or amendment by any oral representation, or any written statement by either party, except for a dated writing signed by Executive and the Company.", "output": "Executive" } ]

[ { "input": "The Company is a publicly-held company subject to reporting obligations pursuant to Section 12(g) of the Exchange Act. As of the Closing Date, the Company is not a “shell company” but is a “former shell company” as those terms are employed in Rule 144 under the Securities Act.", "output": "the Exchange Act" } ]

[ { "input": "Executive’s employment under this Agreement will terminate upon her death during the term of this Agreement, in which event Executive’s estate or beneficiary shall be paid Executive’s Base Salary at the rate in effect at the time of Executive’s death for a period of one (1) year following Executive’s death (payable in accordance with the regular payroll practices of the Bank). In addition, for one (1) year following Executive’s death, the Bank will continue to provide medical, dental and vision coverage substantially comparable to the coverage, if any, maintained by the Bank for Executive and her family immediately prior to Executive’s death. Such continued benefits will be fully paid for by the Bank.", "output": "Executive" } ]

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

[ { "input": "The summary condensed consolidated financial information of the Borrower (a) as of and for the fiscal year ended, January 31, 2016, and (b) as of and for the three months ended April 30, 2016, which in each case has been derived from consolidating schedules to Claire’s Stores’ consolidated financial statements as of the same date and for the same period, copies of which have heretofore been furnished to each Lender, were prepared in accordance with GAAP consistently applied throughout the period covered thereby and present fairly in all material respects the consolidated financial position of the Borrower as at such date and the consolidated results of operations and cash flows of the Borrower for the fiscal period then ended.", "output": "the fiscal period then ended" } ]

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

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

[ { "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": "On the expiration or termination of this Agreement or the termination of Manager, as applicable, Manager shall disburse all of Tenant’s funds or other funds generated by the Managed Facilities in the Bank Accounts to Tenant. All receivables of the Managed Facilities outstanding as of the effective date of termination or expiration of this Agreement or termination of Manager, as applicable, shall continue to be the property of Tenant. Manager will turn over to Tenant any receivables collected directly by Manager after the effective date of termination or expiration of this Agreement or termination of Manager, as applicable.", "output": "Manager" } ]

[ { "input": "Each and every right, power and remedy herein given to the Mortgagee shall be cumulative and not exclusive; and each and every right, power and remedy whether specifically herein given or otherwise existing may be exercised from time to time and so often and in such order as may be deemed expedient by the Mortgagee and the exercise, or the beginning of the exercise, of any such right, power or remedy shall not be deemed a waiver of the right to exercise, at the same time or thereafter, any other right, power or remedy. No delay or omission by the Mortgagee in the exercise of any right, power or remedy shall impair any such right, power or remedy or operate as a waiver thereof or of any other right, power or remedy then or thereafter existing.", "output": "Mortgagee" } ]

[ { "input": "This Agreement may be executed in two (2) or more counterparts, including facsimile and electronically transmitted counterparts, each of which will be deemed an original, but all of which together constitute one and the same instrument. Signatures provided by facsimile transmission or in Adobe™ Portable Document Format (PDF) sent by electronic mail will be deemed to be original signatures.", "output": "Adobe" } ]

[ { "input": "The Borrower will use the proceeds of the Term Loans on the Closing 2018 Replacement Term Loan Facility Effective Date solely (i) to consummate the Brink Transactions, (ii) to pay the fees and expenses in connection with the Brink Transactions and (iii) for general corporate purposes. The proceeds of the 2016 Incremental Term Loans shall be used finance a portion of the consideration for the Westfalia Acquisition and to finance other payments under the Westfalia Purchase Agreement, to pay certain fees and expenses and for general corporate purposes. No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of any of the Regulations of the Board, including Regulations T, U and X.", "output": "2018" } ]

[ { "input": "To the extent Parent or its Affiliates, in connection with the performance of any Service hereunder, develops, conceives or generates any invention, discovery, improvement, maskwork, patent, work of authorship or other Intellectual Property, or any proprietary, confidential or trade secret data, all right, title and interest in and to such inventions, discoveries, improvements, maskworks, patents and other Intellectual Property and such proprietary, confidential or trade secret data will be owned solely by Parent or its respective Affiliates, as the case may be, notwithstanding its development in connection with performance of Services under this Agreement and Spinco shall not have any rights therein or thereto.", "output": "Affiliates" } ]

[ { "input": "Commencing with the fiscal quarter ending June 30, 2018, the Borrower will not permit the Leverage Ratio to be greater than 3.00 to 1.00.", "output": "the fiscal quarter ending June 30, 2018" } ]

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

[ { "input": "Borrower shall furnish to Lender within ninety (90) days following the end of each Fiscal Year, a certified true, complete, correct and accurate copy of the financial and operating statements Borrower, the Property and Guarantor for such period, including a statement of operations (profit and loss), a statement of cash flows, a calculation of net operating income, a balance sheet, an aged accounts receivable report and such other information or reports as shall be requested by Lender.", "output": "each Fiscal Year" } ]

[ { "input": "Executive understands that the nature of Executive’s position gives him access to and knowledge of Confidential Information and places him in a position of trust and confidence with the Company. Executive understands and acknowledges that the intellectual services he provides to the Company are unique, special, or extraordinary. Executive further understands and acknowledges that the Company’s ability to reserve these for the exclusive knowledge and use of the Company is of great competitive importance and commercial value to the Company, and that improper use or disclosure by Executive is likely to result in unfair or unlawful competitive activity.", "output": "Executive" } ]

[ { "input": "Subject to the terms provided for in this Loan Agreement, the Lender shall from time-to-time on or after the Effective Date make loans to the Borrower on a revolving basis (each, a “ Loan ” and collectively, the “ Loans ”), as requested by the Borrower and agreed to by the Lender (in the Lender’s sole discretion), in amounts that do not result in the aggregate principal amount of all Loans in the aggregate exceeding Five Hundred Million U.S. Dollars ($500,000,000) at any one time outstanding.", "output": "Five Hundred Million U.S. Dollars" } ]

[ { "input": "Unless same will not result in a breach of the Borrower’s financial covenants contained in Sections 6.13 and 6.14 of this Loan Agreement, declare or pay, or set apart any funds for the payment of, any dividends on any shares of capital stock of Borrower, any distributions on any partnership interest in Borrower, or apply any of its funds, properties, or assets to or set apart any funds properties or assets for, the purchase, redemption or other retirement of or make any other distribution (whether by reduction of capital or otherwise) in respect of, any shares of capital stock of Borrower.", "output": "Borrower" } ]

[ { "input": "The Borrower is not engaged nor will it engage, principally or as one of its important activities, in the business of extending credit for the purpose of “purchasing” or “carrying” any “margin stock” within the respective meanings of each of the quoted terms under Regulations T, U or X of the Board as now and from time to time hereafter in effect. No part of the proceeds of the Loan hereunder will be used for “purchasing” or “carrying” “margin stock” as so defined or for any purpose which violates, or which would be inconsistent with, the provisions of the Regulations of such Board.", "output": "Regulations T, U" } ]

[ { "input": "Lessor and Lessee are parties to that certain Purchase Agreement, dated of even date herewith, by and among Lessee, the Companies named therein, Lessor, and Celadon Group, Inc., as Parent (the “ Purchase Agreement ”), and that certain Lease Agreement of even date herewith between the parties hereto (the \" Underlying Lease ” and, together with the Purchase Agreement, the “ Prior Agreements ”).  Pursuant to the Prior Agreements, Lessor has control over the Rolling Stock (as defined below) and has licensed such Rolling Stock with the requisite state authorities.  By virtue of this Lease, the parties desire that Lessor lease such licensed Rolling Stock to Lessee.", "output": "Lessee" } ]

[ { "input": "Company shall deliver to Dealer on the Premium Payment Date an opinion of counsel, dated as of such date, with respect to the matters set forth in Sections 8(a) through (d) of this Confirmation. Delivery of such opinion to Dealer shall be a condition precedent for the purpose of Section 2(a)(iii) of the Agreement with respect to each obligation of Dealer under Section 2(a)(i) of the Agreement.", "output": "Section 2(a)(i)" } ]

[ { "input": "Except for the rights of the Su pplier Indemnified Parties and Sientra Indemnified Parties pursuant to Sections 12.1 and 12.2 , the terms and provisions of this Agreement are intended solely for the benefit of each Party hereto and their respective permitted successors or permitted assign s and it is not the intention of the Parties to confer third-party beneficiary rights upon any other person.", "output": "third" } ]

[ { "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": "this Section 2.4" } ]

[ { "input": "The Committee may determine that an Incentive Award shall be forfeited and/or any value received from the Incentive Award shall be repaid to the Corporation pursuant to any recoupment policies, rules or regulations in effect at the time of the Incentive Award.", "output": "Committee" } ]

[ { "input": "The Company shall at all times require its transfer agent to establish a reserve of shares of its authorized but unissued and unreserved Common Stock in the amount of 1,250,000 shares for purposes of exercise of the Warrant or conversion of the Note. The Company shall cause the Transfer Agent to agree that it will not reduce the reserve under any circumstances, unless such reduction is pre-approved in writing by the Buyer.", "output": "1,250,000" } ]

[ { "input": "Neither the Plan nor this Agreement nor the Participant’s receipt of this Award (or Shares issued in settlement of the Award) shall impose any obligation on the Company or any Affiliate to continue the employment of the Participant. Further, the Company or any Affiliate (as applicable) may at any time terminate the employment of such Participant, free from any liability or claim under the Plan or this Agreement, except as otherwise expressly provided herein.", "output": "Affiliate" } ]

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

[ { "input": "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": "Company" } ]

[ { "input": "Each Party acknowledges that the rights and licenses granted under this Article 7 and elsewhere in this Agreement are limited to the scope expressly granted. Accordingly, except for the rights expressly granted under this Agreement, no right, title, or interest of any nature whatsoever is granted whether by implication, estoppel, reliance, or otherwise, by either Party to the other Party. All rights with respect to Know-How, Patent, Trademarks or other IP rights that are not specifically granted herein are reserved to the owner thereof.", "output": "this Article 7" } ]

[ { "input": "Tenant shall be responsible for posting on the Premises any signs required under applicable Environmental Laws with respect to the use of Hazardous Materials by Tenant or Tenant's Agents. Tenant shall also complete and file any business response plans or inventories required by any applicable laws. Tenant shall concurrently file a copy of any such business response plan or inventory with Landlord.", "output": "Landlord" } ]

[ { "input": "The Conoco General Provisions – Domestic Crude Oil Agreements, dated January 1, 1993, which are attached as Exhibit A , with those certain Buy/Sell Amendments thereto, dated February 26, 2009, which are attached as Exhibit B (as so amended, the “ General Terms ”) are incorporated herein by reference. Except to the extent otherwise specified in the main body of this Agreement, the General Terms shall apply to the purchase and sale of the Crude Oil under this Agreement. If any ambiguity or conflict should arise between the main body of this Agreement and the General Terms, the provisions of the main body of this Agreement shall prevail.", "output": "January 1, 1993" } ]

[ { "input": "Bridgepoint Consulting LLC (“BPC”) will use reasonable efforts to perform the agreed-upon services (the “Services”) described in the engagement letter to which these Standard Terms and Conditions are attached as Exhibit A . The Client will provide BPC with all resources (physical and human) reasonably requested by BPC to enable BPC to perform the Services.", "output": "BPC" } ]

[ { "input": "The issuance of shares of Common Stock pursuant to this Agreement shall be subject to compliance by Grantee with all applicable requirements of law relating thereto and with all applicable regulations of any stock exchange on which Company’s stock may be listed for trading at the time of such issuance.", "output": "Company" } ]

[ { "input": "The Employee will be entitled to take up to ten (10) days paid sick leave per calendar year, earned pro rata at a rate of 0.83 days per month of service; however, employees may use Sick Leave on a pro-rata basis following the completion of their first 40 hours of service. Unused sick days will not be paid out or carried forward into the subsequent year. For employees based in Seattle, Sick Leave may be used for any purpose authorized by the Seattle Paid Sick and Safe Time (“PSST”) ordinance. This benefit is intended to comply with the PSST ordinance and should be interpreted in accordance with its requirements.", "output": "calendar year" } ]

[ { "input": "(i) At any time following December 31, 2022, the Corporation may elect to redeem up to fifty percent (50.0%) of the outstanding shares of Series B Preferred Stock, and (ii) at any time following December 31, 2023, the Corporation may elect to redeem up to one hundred percent (100.0%) of the outstanding shares of Series B Preferred Stock (each, an “ Optional Redemption ”), for an amount in cash per share of Series B Preferred Stock equal to the Redemption Price per share of Series B Preferred Stock.", "output": "100.0%" } ]

[ { "input": "During the term of this Agreement, Executive shall not accrue paid vacation or personal time off under any current or future vacation or paid time off policy of the Company (collectively, the “ PTO Plans ”). Executive may take reasonable time off for vacation, consistent with the needs of the Company’s business, and shall notify the Board of such vacation usage, consulting in advance with the Board as appropriate. Executive’s accrued vacation and paid time off account balance of $148,229.86 as of December 31, 2016 (the “ Balance ”) shall not be affected by this Section 4.1, and such Balance shall be payable in full upon Executive’s termination of employment with the Company for any reason.", "output": "Company" } ]

[ { "input": "If a Participant dies before complete distribution of amounts payable upon settlement of an Award subject to Section 409A, such undistributed amounts shall be distributed to his or her beneficiary under the distribution method for death established by the Participant’s Election upon receipt by the Committee of satisfactory notice and confirmation of the Participant’s death. If the Participant has made no Election with respect to distributions upon death, all such distributions shall be paid in a lump sum upon receipt by the Committee of satisfactory notice and confirmation of the Participant’s death.", "output": "Section 409A" } ]

[ { "input": "With respect to the Initial Borrowing Base Properties, such evidence regarding compliance with §6.19(d) as the Agent may reasonably require.", "output": "§6.19(d) as" } ]

[ { "input": "The Administrative Agent shall have received the Subsidiary Guaranty, dated as of the Closing Date and duly executed and delivered by an Authorized Officer of the Company and each Subsidiary Guarantor, in each case, to the extent required by Section  2.9 and Section  7.1.8 .", "output": "Section  7.1.8" } ]

[ { "input": "In order to provide for just and equitable contribution in circumstances in which the indemnification provided for herein is held by a court of competent jurisdiction to be unavailable to Indemnitee in whole or in part, it is agreed that, in such event, the Indemnitors shall, to the fullest extent (whether partial or complete) permitted by applicable law, contribute to the payment of all of Indemnitee’s Losses in connection with, arising out of or related to any action, suit or proceeding, including any appeals, in an amount that is just and equitable in the circumstances; provided, that, without limiting the generality of the foregoing, such contribution shall not be required where such holding by the court is due to any limitation on indemnification set forth in Section 6 or 7 hereof.", "output": "Indemnitee" } ]

[ { "input": "None of the terms and conditions of this Agreement shall survive the Closing, except Sections 6 , 7 , 8(g) , 8(h), 9, 10, 11, 12, 13, 14 and 15 .", "output": "15" } ]

[ { "input": "The Borrower shall have received a recent confirmatory corporate family rating from Moody’s and a confirmatory corporate rating from S&P and a rating with respect to the Initial Term Loan (as defined in the Restated Credit Agreement) from each of Moody’s and S&P.", "output": "S&P." } ]

[ { "input": "Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, neither the Company, nor any of its Affiliates, nor any Person acting on its or their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of the Securities to be integrated with prior offerings by the Company for purposes of (i) the Securities Act which would require the registration of the Series O Warrants or the Series O Warrant Shares under the Securities Act, or (ii) any applicable shareholder approval provisions of any Trading Market on which any of the securities of the Company are listed or designated.", "output": "the Securities Act" } ]

[ { "input": "Executive agrees and covenants not to directly or indirectly solicit, hire, recruit, attempt to hire or recruit, or induce the termination of employment of any employee of the Company during the Employment Term and for a period of five (5) years thereafter, to run consecutively, beginning on the last day of Executive’s employment with the Company (for any reason or no reason and whether employment is terminated at the option of Executive or the Company).", "output": "Company" } ]

[ { "input": "Any rule of construction to the effect that ambiguities are to be resolved against the drafting party will not be applied in the construction or interpretation of this Agreement. As used in this Agreement, the words “include” and “including” and variations thereof, will not be deemed to be terms of limitation, but rather will be deemed to be followed by the words “without limitation.” The headings in this Agreement will not be referred to in connection with the construction or interpretation of this Agreement. This Agreement is in the English language only, which language shall be controlling in all respects, and all notices under this Agreement shall be in the English language.", "output": "English" } ]

[ { "input": "The per Share exercise price for the Shares that will determine the amount of the payment to be received upon exercise of a Stock Appreciation Right as set forth in Section 7(f) will be determined by the Administrator and will be no less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant. Otherwise, the Administrator, subject to the provisions of the Plan, will have complete discretion to determine the terms and conditions of Stock Appreciation Rights granted under the Plan.", "output": "Section 7(f)" } ]

[ { "input": "If the Change in Control constitutes a Section 409A Change in Control, then a pro rata portion of the Units earned under this Award as determined in Section 10(b)(ii) below shall be distributed immediately to the Employee in the form of shares of Stock, if any, for the period from the start of the Award Period through the date of the Change in Control. If such Change in Control is not a Section 409A Change in Control, then all of the Units earned under this Award shall be converted into cash in accordance with Section 10(c) below and payment shall be made on the Payment Date or, if earlier, the Separation Payment Date, in accordance with the provisions of Section 10(c).", "output": "Section 10(c)" } ]

[ { "input": "This Agreement shall be binding upon and inure to the benefit of (i) the heirs, executors and legal representatives of you upon your death and (ii) any successor of the Company. Any such successor of the Company shall be deemed substituted for the Company under the terms of this Agreement for all purposes. As used herein, “ successor ” shall include any person, firm, corporation, or other business entity which at any time, whether by purchase, merger or otherwise, directly or indirectly acquires all or substantially all of the assets or business of the Company.", "output": "Company" } ]

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

[ { "input": "You are eligible to participate in Gap Inc. health and welfare benefit programs offered to similarly situated Corporate Executive Vice Presidents. Gap Inc. reserves the right to change its health and welfare programs at any time. Gap Inc. provides you certain indemnification and insurance as more fully described in Article V. of the Gap Inc. By-laws.", "output": "Article V. of the Gap Inc. By" } ]

[ { "input": "Payment in respect of the RSUs, after and to the extent they have become nonforfeitable, shall be made in the form of shares of Common Stock.  Payment shall be made within ten days following the date that the RSUs become nonforfeitable pursuant to Section 4 or 5 hereof.  Elections by the Grantee to defer receipt of the shares of Common Stock when the RSUs become nonforfeitable beyond the date of payment provided herein may be permitted in the discretion of the Committee pursuant to procedures established by the Committee in compliance with the requirements of Section 409A of the Code.", "output": "Committee" } ]

[ { "input": "Nothing in this Agreement or in the Plan will confer on the Participant any right to continue in service for any period of specific duration or interfere with or otherwise restrict in any way the rights of the Company (or Affiliate employing or retaining the Participant) to terminate the Participant’s employment at any time for any reason, with or without cause.", "output": "Affiliate" } ]

[ { "input": "None of the execution and delivery of this Agreement and documents referenced herein, the incurrence of the obligations set forth herein, the consummation of the transactions herein contemplated or referenced herein conflicts with or results in the material breach of any terms, conditions or provisions of or constitutes a default under, any bond, note, or other evidence of indebtedness or any contract, lease or other agreements or instruments to which Seller is a party.", "output": "Seller" } ]

[ { "input": "On the Closing Date, upon giving effect to the Transactions, the Lead Borrower and its Restricted Subsidiaries, on a consolidated basis, are Solvent.", "output": "Solvent" } ]

[ { "input": "You acknowledge and agree that the Company’s remedies at law for a breach or threatened breach of any of the provisions of Section 8, 9 or 10 hereof would be inadequate and, in recognition of this fact, you agree that, in the event of such a breach or threatened breach, in addition to any remedies at law, the Company, without posting any bond, shall be entitled to equitable relief in the form of specific performance, a temporary restraining order, a temporary or permanent injunction or any other equitable remedy which may then be available.", "output": "Company" } ]

[ { "input": "While Executive is employed by the Bank, Executive shall be eligible to participate in and receive benefits under fringe benefit programs which are or may become generally available to the Bank’s and Corporation’s senior executives. Without limiting the generality of the foregoing, the Bank shall continue to pay for Executive’s membership dues for Westmoreland Country Club and The Chicago Club, and provide him an auto allowance on no less favorable terms than exist as of the Effective Date.", "output": "Executive" } ]

[ { "input": "As of the Separation Date, the Employment Agreement dated July 6, 2016 (“ Employment Agreement ”) entered into by and between the Company and Executive shall be terminated.  Notwithstanding such termination, the Employment Agreement provisions Section 7 (Confidential Information) and Section 8 (Non-Solicitation), shall survive the termination of the Employment Agreement.", "output": "the Employment Agreement" } ]

[ { "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": "five (5) years" } ]

[ { "input": "The Borrower is not an “investment company” as defined in, and is not required to be registered under, the Investment Company Act of 1940.", "output": "the Investment Company Act of 1940" } ]

[ { "input": "The respective indemnities, rights of contribution, representations, warranties and agreements of the Company, the Guarantors and JPMorgan contained in this Agreement or made by or on behalf of the Company, the Guarantors or JPMorgan pursuant to this Agreement or any certificate delivered pursuant hereto shall survive the delivery of and payment for the Securities and shall remain in full force and effect, regardless of any termination of this Agreement or any investigation made by or on behalf of the Company, the Guarantors or JPMorgan.", "output": "Guarantors" } ]