Datasets:

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scholarly360

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contracts-extraction-instruction-llm-experiments

like 7

[ { "input": "Without limiting Buyer’s remedies for Title Defects set forth in this Article  XIII , and except for the Special Warranty contained in the Assignment and Mineral Deed, and the representations and warranties set forth in Section  9.7 and Section  9.11 , Seller makes no warranty or representation, express, implied, statutory or otherwise, with respect to title to any of the Assets. Buyer acknowledges and agrees that Buyer’s sole remedy for any defect of title, including any Title Defect, with respect to any of the Assets (i) before Closing, shall be as set forth in Section  13.2 and (ii) after Closing, shall be pursuant to the Special Warranty contained in the Assignment and Mineral Deed, subject to the provisions of Section  13.1(c) .", "output": "Section  9.11" } ]

[ { "input": "During the Employment Period, Executive shall have complete responsibility for and authority over all day-to-day financial, accounting, and public company operations of the Company. Additionally, during the Employment Period, Executive shall devote substantially all of her business time, during normal business hours, to the business and affairs of the Company and Executive shall use her reasonable best efforts to perform faithfully and efficiently the duties and responsibilities contemplated by this Agreement. Notwithstanding the foregoing, the Executive shall be allowed, to the extent such activities do not substantially interfere with the performance by Executive of her duties and responsibilities hereunder, to serve on corporate, civic or charitable boards or committees.", "output": "normal business hours" } ]

[ { "input": "The annual Base Rent due during each Optional Extension Term for which Tenant shall have exercised its extension option right shall be equal to the greater of (i) ninety-five percent (95%) of the Market Rent (as defined herein) or (ii) the annual Base Rent that was in effect under this Lease immediately preceding such Optional Extension Term; provided that, commencing on the first day after the conclusion of the first twelve (12) full calendar months of such Optional Extension Term and then continuing annually thereafter on each anniversary of such date, the Base Rent shall be increased by (1.75%) above the previous year’s Base Rent.", "output": "the first day" } ]

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

[ { "input": "Section 2.19(a)  shall supersede any provisions in Section 11.9 or Section 11.1 to the contrary.", "output": "Section 11.1" } ]

[ { "input": "Each Stock Option shall be one of two types: (a) an Incentive Stock Option or (b) a Non-Qualified Stock Option. The Committee shall have the authority to grant to any Eligible Employee Incentive Stock Options, Non-Qualified Stock Options, or both types of Stock Options. The Committee shall have the authority to grant any Consultant or Non-Employee Director Non-Qualified Stock Options. To the extent that any Stock Option does not qualify as an Incentive Stock Option (whether because of its provisions or the time or manner of its exercise or otherwise), such Stock Option or the portion thereof that does not qualify shall constitute a separate Non-Qualified Stock Option.", "output": "one" } ]

[ { "input": "The audited consolidated balance sheet of the Guarantor and its Subsidiaries as of March 31, 2016 and the related consolidated statements of income, shareholders’ equity and cash flows for the Fiscal Year then ended fairly present in all material respects the consolidated financial condition of the Guarantor and its Subsidiaries as of such date and the consolidated results of operations for such period in conformity with GAAP consistently applied. Since June 30, 2016 there has been no event with respect to the Guarantor and its Subsidiaries which has had or could reasonably be expected to have a Material Adverse Effect.", "output": "Guarantor" } ]

[ { "input": "This Agreement may only be enforced by (i) Parent at the direction of the Fund and (ii) the Company in accordance with the Company’s rights under clause (ii) of Section 9.12(b) (with respect to the Closing Commitment) or  Section 9.12(c)(iv) (with respect to the Damages Commitment) of the Merger Agreement. Neither Parent’s creditors nor any other Persons (other than the Company to the extent provided herein) shall have any right to enforce this Agreement or to cause Parent to enforce this Agreement.", "output": "clause (ii" } ]

[ { "input": "Because of the Company’s legitimate business interest as described herein and the good and valuable consideration offered to Executive herein, during Executive’s employment and for a [*] period beginning on the Separation Date, Executive agrees and covenants that Executive will not engage in any Prohibited Activity (as defined below) [*] for a Competitor (as defined below) [*]. This restrictive covenant applies whether Executive’s employment is terminated by Executive or by the Company for any reason or no reason.", "output": "Company" } ]

[ { "input": "Notwithstanding any provision contained herein to the contrary, Manager shall not be deemed to be in default hereunder for failing to perform or provide any of the administrative services or other obligations to be performed or provided by Manager pursuant to this Agreement if such failure is the result of any labor dispute, act of God, inability to obtain labor or materials, governmental restrictions or any other event which is beyond Manager’s reasonable control.", "output": "Manager" } ]

[ { "input": "Each Market Stock Unit represents a value equal to the Fair Market Value of a Share on the date it is granted.  Unless and until the Market Stock Units will have vested in the manner set forth in Sections 3, 4 and 5, Participant will have no right to payment of any such Market Stock Units.  Prior to actual payment of any vested Market Stock Units, such Market Stock Unit will represent an unsecured obligation of the Company, payable (if at all) only from the general assets of the Company. Payment of any vested Market Stock Units will be made in whole Shares only and any fractional Shares will be forfeited at the time of payment.", "output": "Sections 3" } ]

[ { "input": "All notices, requests, demands, claims, and other communications hereunder shall be in writing and delivered via overnight courier. Any notice, request, demand, claim, or other communication hereunder shall be deemed duly given as of the next business day. Such notices shall be addressed to the intended recipient(s) as set forth above.", "output": "the next business day" } ]

[ { "input": "It is the express intention and agreement of the parties hereto that the provisions of Sections 7 , 9 , 10 , 11 , 12 , 13 , 15 , 16 , 17 , 19 , 20 , 21 , 23 , 24 and 25 hereof and this Section 14 shall survive the termination of employment of the Executive. In addition, all obligations of the Company to make payments hereunder shall survive any termination of this Agreement on the terms and conditions set forth herein.", "output": "25" } ]

[ { "input": "(the “ Agreement ”), dated as of March 29, 2019 by and between REMARK HOLDINGS, INC., a Delaware corporation (the “ Company ”), and ASPIRE CAPITAL FUND, LLC , an Illinois limited liability company (the “ Buyer ”). Capitalized terms used herein and not otherwise defined herein are defined in Section 10 hereof.", "output": "REMARK HOLDINGS, INC." } ]

[ { "input": "In consideration of the rights and licenses granted by Qorvo to Zomedica under this Agreement, Zomedica shall, following achievement of each applicable milestone event set forth in the below table (each, a “ Milestone Event ”) make the “Milestone Payment” set forth in the below table for such Milestone Event, in the form ( i.e. , cash or shares of Zomedica’s common stock (“equity”)) determined in accordance with the “Payment Form” set forth in the below table for such Milestone Event.", "output": "Qorvo" } ]

[ { "input": "Holdings, the Borrower and each of the Subsidiary Guarantors shall have provided to the Administrative Agent and the Lenders the documentation and other information requested by the Administrative Agent in order to comply with requirements of the PATRIOT Act, applicable “know your customer” and anti-money laundering rules and regulations.", "output": "the PATRIOT Act" } ]

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

[ { "input": "The Grantee shall pay to the Company an amount sufficient to satisfy all minimum Federal, state and local withholding tax requirements prior to the delivery of any shares of Common Stock upon settlement of any vested PSUs covered by the Award. Payment of such taxes may be made by one or more of the following methods: (a) in cash, (b) in cash received from a broker-dealer to whom the Grantee has submitted a notice and irrevocable instructions to deliver to the Company proceeds from the sale the Grantee participates.", "output": "one" } ]

[ { "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": "Company" } ]

[ { "input": "If final bills are not available or cannot be issued prior to Closing for any item being prorated under Section 6.6.1, then the parties agree to allocate such items on a fair and equitable basis in accordance with Section 6.6.1 as soon as such bills are available, final adjustment to be made as soon as reasonably possible after the Closing; provided, however, such final adjustment shall be made by the date which is sixty (60) days after the Closing. Payments in connection with the final adjustment shall be due within thirty (30) days of written notice. This Section 6.6.2 shall survive the Closing and the recordation of the Deed.", "output": "Section 6.6.1" } ]

[ { "input": "Such Loan Party is not an EEA Financial Institution.", "output": "EEA" } ]

[ { "input": "Employee represents that he has not removed any Company (meaning, for the purpose of this paragraph, the Company and its affiliated entities including the Released Parties as that term is defined below in Section 15) confidential or proprietary records, data or information or other Company property from Company and agrees that, if he has done so, all such records, data or information concerning Company or property thereof in his possession shall be returned to Company immediately. Employee shall immediately return all Company property in his possession including but not limited to any Company lap top computer.", "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": "third" } ]

[ { "input": "Borrower agrees to promptly reimburse Lender for (i) all costs and expenses of collection of the Note, including reasonable attorneys’ fees, and (ii) all expenses incurred by Lender in acting on behalf of Borrower, the Bank, or the other Subsidiaries in accordance with the terms of this Agreement or any other Loan Document.  Such sums shall include interest at the maximum rate allowed by law accruing from the date Lender requests such reimbursement.", "output": "Bank" } ]

[ { "input": "The Committee may delegate its powers and duties under the Plan to one or more officers or Directors of the Company, subject to such terms, conditions and limitations as the Committee may establish in its sole discretion; provided, however , that the Committee shall not delegate its powers and duties under the Plan (i) with regard to officers or directors of the Company or any Affiliate who are subject to Section 16 of the Exchange Act, (ii) in such a manner as would cause the Plan not to comply with the requirements of Section 162(m) or (iii) in such a manner as would contravene Section 157 of the Delaware General Corporation Law.", "output": "Committee" } ]

[ { "input": "The Borrowers shall pay to the Administrative Agent for the account of each Revolving Credit Lender in accordance, subject to Section 2.16 , with its Applicable Percentage a Letter of Credit fee (the “ Letter of Credit Fee ”) for each Letter of Credit equal to the Applicable Margin for Revolving Credit Loans that are Eurodollar Rate Loans per annum times the daily amount available to be drawn under such Letter of Credit.  Letter of Credit Fees with respect to each Letter of Credit shall be (1) due and payable on the first Business Day of each month, commencing with the first such date to occur after the issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on demand and (2) computed on a monthly basis in arrears.", "output": "first" } ]

[ { "input": "Executive shall perform such duties as are customarily performed by a Chief Financial Officer, and such other duties and responsibilities that may be assigned to him by the Chief Executive Officer (\"CEO\") and/or the Board of Directors, including, without limitation any duties assigned to him by the Board of Directors for the time period during which Executive serves as the Interim Chief Executive Officer of the Company. Without limiting the foregoing, Executive shall manage the Company's budget, business development, financial affairs, and perform such other duties and responsibilities commensurate with the duties, authorities, and responsibilities of similar persons in similar sized companies.", "output": "Executive" } ]

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

[ { "input": "In the event that any Partner has an Adjusted Capital Account Deficit at the end of any Fiscal Year (after taking into account allocations to be made under the preceding paragraphs hereof with respect to such Fiscal Year), each such Partner shall be specially allocated items of Partnership income and gain (consisting of a pro rata portion of each item of Partnership income, including gross income and gain for the Fiscal Year) in an amount and manner sufficient to eliminate, to the extent required by the Regulations, its Adjusted Capital Account Deficit.", "output": "the Fiscal Year" } ]

[ { "input": "This Agreement constitutes the entire agreement between Lender and Tenant with regard to the subordination of the Lease to the Security Documents and the rights and obligations of Tenant and Lender as to the subject matter of this Agreement, and shall supersede and cancel, but only insofar as would affect the priority between the Security Documents and the Lease, any prior agreements as to such subordination, including, without limitation, those provisions, if any, contained in the Lease which provide for the subordination of the Lease to a deed or deeds of trust, a mortgage or mortgages, a deed or deeds to secure debt or a trust indenture or trust indentures.", "output": "Lender" } ]

[ { "input": "Seller shall (i) at all times maintain copies of relevant portions of all final written Agency audits, examinations, evaluations, monitoring reviews and reports of its origination and servicing operations (including those prepared on a contract basis for any such agency) in which there are material adverse findings, including without limitation notices of defaults, notices of termination of approved status, notices of imposition of supervisory agreements or interim servicing agreements, and notices of probation, suspension, or non-renewal, and all necessary approvals from the Agency, and (ii) provide copies of all such audits, examinations, evaluations, monitoring reviews and reports to Agent in connection with any annual audit by Agent.", "output": "Agent" } ]

[ { "input": "Capitalized terms used but not defined in this Supplement are defined in Appendix 1 to the 2018-A Exchange Note Supplement, dated as of April 1, 2018 (the “ Exchange Note Supplement ”), to the Second Amended and Restated Credit and Security Agreement, dated as of July 22, 2005, as amended and restated as of December 1, 2015 (the “ Credit and Security Agreement ”), among CAB East LLC and CAB West LLC, as Borrowers, U.S. Bank National Association, as Administrative Agent, the Collateral Agent and Ford Credit, as Lender and Servicer, or in Appendix A to the Credit and Security Agreement.  Appendix 1 and Appendix A also contain usage rules that apply to this Supplement.  Appendix 1 and Appendix A are incorporated by reference into this Supplement.", "output": "July 22, 2005" } ]

[ { "input": "This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and cancels and supersedes any prior understandings and agreements between the parties hereto with respect thereto, whether verbal or in writing. The foregoing includes any prior understandings and agreements between the Employee and IMT. There are no other written or verbal representations, warranties, terms, conditions, undertakings or collateral agreements, express, implied or statutory between the parties.", "output": "IMT" } ]

[ { "input": "Any notice delivered under this Agreement shall be given in writing and deemed duly delivered three (3) business days after it is sent by registered or certified mail, return receipt requested, postage prepaid, or one (1) business day after it is sent for next-business day delivery signature required via a reputable nationwide overnight courier service, (a) if to the Company, to the attention of the Company’s general counsel at the Company’s principal executive offices or (b) if to the Employee, to the most recent address for the Employee that the Company has in its personnel files. Either party may change the address to which notices are to be delivered by giving notice of such change to the other party in the manner set forth in this Section 0.", "output": "Company" } ]

[ { "input": "No provisions of this Agreement may be modified, waived or discharged orally, but only by a waiver, modification or discharge in writing signed by the Executive and such officer as may be designated by the Board of Directors of the Company to execute such a waiver, modification or discharge. No waiver by either party hereto at any time of any breach by the other party hereto of, or failure to be in compliance with, any condition or provision of this Agreement to be performed by such other party shall be deemed a waiver of similar or dissimilar provisions or conditions at the time or at any prior or subsequent time.", "output": "the Board of Directors" } ]

[ { "input": "The Corporation and the Bank shall indemnify Executive, to the fullest extent permitted by applicable law, with respect to any threatened, pending or contemplated action, suit or proceeding brought against him by reason of the fact that he is or was a director, officer, employee or agent of the Corporation and the Bank or is or was serving at the written request of the Corporation as a director, officer, employee or agent of another person or entity. Executive’s right to indemnification provided herein is not exclusive of any other rights to which Executive may be entitled under any bylaw, agreement, vote of shareholders or otherwise, and shall continue beyond the term of this Agreement.", "output": "Corporation" } ]

[ { "input": "A delay by Holder in exercising a right or remedy shall not constitute a waiver thereof. No waiver by Holder of any default hereunder shall be deemed to constitute a waiver of any subsequent default. No exercise of any right or remedy hereunder shall preclude the exercise of any other right or remedy which Holder may have in law or in equity to enforce the paying of this Note or the collection thereof. Maker expressly agrees that the maturity of this Note, or any payment hereunder, may be extended by Holder from time to time without in any way affecting the liability of Maker.", "output": "Holder" } ]

[ { "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": "the Reviewing Party" } ]

[ { "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": "A SAR granted in connection with an Option shall become exercisable, be transferable and shall expire according to the same vesting schedule, transferability rules and expiration provisions as the corresponding Option. A SAR granted independent of an Option shall become exercisable, be transferable and shall expire in accordance with a vesting schedule, transferability rules and expiration provisions as established by the Committee and reflected in an Award agreement.", "output": "Committee" } ]

[ { "input": "Unless otherwise expressly agreed by the relevant Issuing Lender and the Borrower when a Letter of Credit is issued, (i) the rules of 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 by the International Chamber of Commerce at the time of issuance shall apply to each commercial Letter of Credit.", "output": "the International Chamber of Commerce" } ]

[ { "input": "Employee represents and agrees that he/she shall not make any oral, written or electronic negative, disparaging or adverse statements or representations of or concerning the Company or any Releasee. Employee further represents and agrees that Employee has not and will not engage in any conduct or take any actions whatsoever to cause or influence any person or entity, including, but not limited to, any past, present or prospective employee of the Company, to initiate oral, written or electronic negative, disparaging or adverse statements or representations of or concerning the Company or any Releasee.", "output": "Company" } ]

[ { "input": "If the Term Loan Advances are accelerated by Bank following the occurrence and during the continuance of an Event of Default, Borrower shall immediately pay to Bank an amount equal to the sum of (i) all outstanding principal plus accrued and unpaid interest with respect to the Term Loan Advances, (ii) the Term Loan Prepayment Premium, (iii) the Term Loan Final Payment and (iv) all other sums, if any, that shall have become due and payable hereunder with respect to the Term Loan Advances, including interest at the Default Rate with respect to any past due amounts.", "output": "Bank" } ]

[ { "input": "If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this ARTICLE Article II , and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the applicable Credit Extension set forth in ARTICLE Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.", "output": "this ARTICLE Article II" } ]

[ { "input": "Neither the Company nor any of its directors and officers has distributed and none of them will distribute, prior to each Closing Date, any offering material in connection with the offering and sale of the Securities other than the Memorandum and any other materials permitted by the Securities Act and approved by the Placement Agent and its counsel.", "output": "Memorandum" } ]

[ { "input": "At all times hereafter, Executive will maintain the confidentiality of all information in whatever form concerning Employer or any of its affiliates relating to its or their businesses, customers, finances, strategic or other plans, marketing, employees, trade practices, trade secrets, know-how or other matters which are not generally known outside Employer, and Executive will not, directly or indirectly, make any disclosure thereof to anyone, or make any use thereof, on her/his own behalf or on behalf of any third party, unless specifically requested by or agreed to in writing by an executive officer of Employer.", "output": "Employer" } ]

[ { "input": "In the event of the Executive's death or total disability (as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended) during the Term, the Term and Executive's employment shall terminate on the date of death or total disability as determined by a doctor chosen by the Board and Executive shall be entitled to such benefits that would have been payable to Executive or which Executive would have received had the Term and Executive's employment been terminated by the Company with Cause pursuant to Section 3(c)(i).", "output": "Executive" } ]

[ { "input": "This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without any effect whatsoever on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the Closing has not been consummated on or before July 5, 2018; provided , however , that such termination will not affect the right of any party to sue for any breach by any other party (or parties).", "output": "July 5, 2018" } ]

[ { "input": "The execution and delivery of this Agreement, the performance of all obligations of the Seller hereunder, and the sale and delivery of the Shares being sold by the Seller hereunder, have been duly authorized. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable in accordance with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally and (b) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.", "output": "Seller" } ]

[ { "input": "Executive shall not be required to mitigate the amount of any payment provided for in this Section 8 by seeking other employment or otherwise, nor shall the amount of any payment provided for in this Section 8 be reduced by any compensation earned by the Executive as the result of employment by another employer or business or by profits earned by Executive from any other source at any time before and after the termination date. The Company’s obligation to make any payment pursuant to, and otherwise to perform its obligations under, this Agreement shall not be affected by any offset, counterclaim or other right that the Company may have against Executive for any reason.", "output": "Executive" } ]

[ { "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": "Guarantor is duly organized, validly existing and in good standing under the laws of Delaware and is duly qualified or licensed to transact business in all places where the failure to be so qualified would have a Material Adverse Effect on it. Guarantor has the power to make and perform this Guaranty and the other Loan Documents executed by it, as applicable, and all such instruments will constitute the legal, valid and binding obligations of Guarantor, enforceable in accordance with their respective terms, subject only to bankruptcy and similar laws affecting creditors’ rights generally.", "output": "Guarantor" } ]

[ { "input": "For purposes of this Lease, \" rentable square feet \" in the Premises and the Building, as the case may be, shall be calculated pursuant to Landlord's then current method for measuring rentable square footage. Landlord and Tenant hereby stipulate and agree that the rentable area of the Premises is as set forth in Section 2.2 of the Summary.", "output": "Tenant" } ]

[ { "input": "The Borrower may, by notice to the Lender not earlier than 45 days and not later than fifteen (15) days prior to the original Applicable Maturity Date of any Advance then in effect hereunder (the “ Original Applicable Maturity Date ”), notify the Lender that the Borrower has elected to extend such Original Applicable Maturity Date in respect of such Advance for an additional six (6) months from the Original Applicable Maturity Date.", "output": "an additional six (6) months" } ]

[ { "input": "The Executive shall receive a base salary (“Base Salary”) at an annualized rate of CAN$220,000. The Base Salary shall be payable in arrears in equal installments not less frequently than semi-monthly in accordance with the payroll practices of the Company, less such appropriate deductions as shall be required to be withheld by applicable law and regulations, or by written election of the Executive if agreed to by the Company.", "output": "semi-monthly" } ]

[ { "input": "The Mortgagor of such Senior Loan, the related lessee, franchisor or operator is in possession of all material licenses, permits and authorizations required for use of the related Mortgaged Property by such Mortgagor and all such material licenses, permits and authorizations are in effect. The related ELA Documents require the Mortgagor to keep all material licenses, permits and authorizations necessary for its operation of the Mortgaged Property in full force and effect and to be qualified to do business in the jurisdiction in which the related Mortgaged Property is located.", "output": "Mortgaged Property" } ]

[ { "input": "Assignor and Assignee hereby represent and warrant to Sellers that Assignee is an Affiliated Entity of Assignor and that each and every representation and warranty made by Assignor in the Purchase Agreement is true and correct with respect to Assignee as of the date of the Purchase Agreement and the Closing Date and such representations and warranties apply fully to this Assignment and shall survive the Closing and the delivery of the Deeds in accordance with Section 13.4 of the Agreement.", "output": "Section 13.4" } ]

[ { "input": "As promptly as practicable, and in any event within 90 days after the Closing Date (or such longer time as the Administrative Agent may reasonably agree), the Company and each other Loan Party will deliver all documents and take all actions set forth on Schedule 5.18 or that would have been required to be delivered or taken on the Closing Date but for the penultimate sentence of Section 4.02 , in each case except to the extent otherwise agreed by the Administrative Agent pursuant to its authority as set forth in the definition of Collateral and Guarantee Requirement.", "output": "Schedule 5.18" } ]

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

[ { "input": "All notices, requests and demands to or upon the Mortgagee or the Mortgagor hereunder shall be effected in the manner provided for in Section 9.01 of the Credit Agreement; provided that any such notice, request or demand to or upon Mortgagor shall be addressed to Mortgagor at its address set forth   above.", "output": "Mortgagor" } ]

[ { "input": "Each Party shall be responsible to pay or collect any federal, state or local taxes, including excise, sales, use or other taxes (\"Taxes\") arising from the Party’s performance under this Agreement.", "output": "Party" } ]

[ { "input": "The Shares shall vest in increments, in accordance with the following schedule: (i) 2,682 Shares shall vest on May 31, 2017; and (ii) 1,640 Shares shall vest in seven (7) equal monthly installments starting with June 30, 2017 and at the end of each month thereafter. May 31, 2017 and each month end thereafter, being referred to herein as, a “ Vesting Date ”. There shall be no proportionate or partial vesting in the periods prior to the applicable Vesting Date and all vesting shall occur only on the appropriate Vesting Date provided Participant is then providing services to the Company or, if Participant is no longer providing services to the Company, Participant’s employment was terminated without cause by the Company.", "output": "Participant" } ]

[ { "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 credits, adjustments and prorations due Purchaser under Section 3.6 and other relevant Sections of this Agreement, up to $58,306.00 of the Purchase Price may be paid by delivery to Seller of Units of Purchaser (“Units”) as described on attached Exhibit “B”. The amount to be paid by delivery of Units is referred to as the “Unit Consideration.” The number of Units delivered to Seller on the Closing Date shall be equal to (i) the Unit Consideration, divided by the volume weighted average of the closing prices of the common shares of Condor Hospitality Trust, Inc. as reported by NASDAQ for the trailing three (3) trading days immediately preceding the announcement date of this Agreement, multiplied by (ii) eight (8).", "output": "up to $58,306.00" } ]

[ { "input": "Participation in the Plan confers no rights or interests other than as herein provided. The Grant Notice and these Rules create only a contractual obligation on the part of the Company as to amounts payable and may not be construed as creating a trust. Neither the Plan nor any underlying program, in and of itself, has any assets. Participant will have only the rights of a general unsecured creditor of the Company with respect to amounts credited and benefits payable, if any, with respect to the Awards, and rights no greater than the right to receive the Stock as a general unsecured creditor with respect to the Awards, as and when exercised pursuant to the terms hereof.", "output": "Company" } ]

[ { "input": "Any issuance or transfer of shares of Stock or other property to the Participant or the Participant’s legal representative, heir, legatee or distributee, in accordance with this Agreement shall be in full satisfaction of all claims of such person hereunder.  As a condition precedent to such payment or issuance, the Company may require the Participant or the Participant’s legal representative, heir, legatee or distributee to execute (and not revoke within any time provided to do so) a release and receipt therefor in such form as it shall determine appropriate; provided, however, that any review period under such release will not modify the date of settlement with respect to Earned PSUs.", "output": "Participant" } ]

[ { "input": "The Administrative Agent shall have received (i) a certificate or certificates executed by a Responsible Officer of the Borrower as of the Closing Date, certifying as to the matters set forth in clauses (j) and (k) of this Section 4.01 and the matters set forth in Section 4.02(a) and (b), and (ii) the Perfection Certificate executed by a Responsible Officer of the Borrower.", "output": "this Section 4.01" } ]

[ { "input": "Reference is made to the Final Prospectus of the Company, dated February 12, 2015 (the “ Prospectus” ). Capitalized terms used and not otherwise defined in this Section 132.10 shall have the meanings assigned to them in the Prospectus.", "output": "February 12, 2015" } ]

[ { "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": "Tenant" } ]

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

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

[ { "input": "Pledgor is not an employee benefit plan as defined in Section 3 of Title I of ERISA, or a plan described in Section 4975(e)(1) of the Code, and the Collateral are not “plan assets” within the meaning of 29 CFR §2510.3 101 as amended by Section 3(42) of ERISA, in Pledgor’s hands, and transactions by or with Pledgor are not subject to any state or local statute regulating investments or fiduciary obligations with respect to governmental plans within the meaning of Section 3(32) of ERISA.", "output": "Section 3 of Title I" } ]

[ { "input": "In the event Tenant subleases the Premises or assigns this Lease in a Transfer that requires Landlord’s consent in accordance with this Paragraph 10, Tenant shall pay to Landlord, immediately upon receipt thereof, fifty percent (50%) of all net compensation received by Tenant for a Transfer that exceeds the Basic Rental and Tenant’s share of Basic Costs allocable to the portion of the Premises covered thereby after Tenant first deducts its costs incurred in connection with the Transfer including any brokerage commissions and all legal fees, free rent or tenant improvement allowances granted, architectural fees, lease assumptions and all Rent paid from the date that the space is vacated and listed for sublease with a reputable brokerage firm.", "output": "Tenant" } ]

[ { "input": "By its execution hereof, each Subsidiary Guarantor hereby expressly (a) acknowledges that the covenants, representations and warranties and other obligations set forth in the Credit Agreement and the other Loan Documents to which it is a party remain in full force and effect; (b) affirms that each of the Liens and security interests granted in or pursuant to the Loan Documents are valid and subsisting and (c) agrees that this Agreement shall in no manner impair or otherwise adversely affect any of the Liens and security interests granted in or pursuant to the Loan Documents.", "output": "the Loan Documents" } ]

[ { "input": "The Committee may waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel, or terminate, any Award theretofore granted; provided that any such waiver, amendment, alteration, suspension, discontinuance, cancellation, or termination that would impair the rights of any Participant, any holder, or beneficiary of any Award previously granted shall not be effective without the written consent of the affected Participant, holder, or beneficiary and provided further that no such actions shall accelerate the time and form of payment of an Award except as permitted in accordance with Section 409A.", "output": "Committee" } ]

[ { "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": "the Suite 100" } ]

[ { "input": "For the fiscal quarter ending on March 31, 2017, Borrower shall not permit EBITDA for the two-fiscal quarter period then ended to be less than a negative $5,000,000.", "output": "two-fiscal quarter" } ]

[ { "input": "Notwithstanding the foregoing, the Employee shall be released from (i) all of his or her obligations under Section 4(a) hereof in the event that a Change in Control occurs within three years prior to the Employment Termination Date, and (ii) some or all of his or her obligations under Section 4(a) hereof in the event that the Committee (if the Employee is an executive officer of the Company) or the Company's Chief Executive Officer (if the Employee is not an executive officer of the Company) shall determine, in their respective sole discretion, that such release is in the best interests of the Company.", "output": "Company" } ]

[ { "input": "Consultant shall submit separate invoices monthly for each Task Order and such invoices shall include a breakdown of all charges and expenses, if any, incurred during the month together with the Project Number shown on the Task Order.  Invoices shall be due and payable within thirty (30) days after receipt by AV’s Accounts Payable Group.  Invoices shall be sent to the attention of the Accounts Payable Group; AeroVironment, Inc.,   via e-mail to [email protected] , and also reference the Task Order Number as well as your organization’s name in the subject line or by mail to P.O. Box 5031, Monrovia, CA  91107 .  Unless otherwise agreed at the time individual Task Orders are accepted, all payments shall be made in US dollars.", "output": "5031" } ]

[ { "input": "No provision of this Agreement will be modified or waived except in writing signed by you and an officer of the Company duly authorized by its Board or the Compensation Committee. No waiver by either party of any breach of this Agreement by the other party will be considered a waiver of any other breach of this Agreement.", "output": "the Compensation Committee" } ]

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

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

[ { "input": "The Executive’s current base salary of $200,000 per annum, which shall be increased to $225,000 on the 60 day anniversary of the Effective Date, shall remain in place, but shall be subject to periodic review and modification by the Company’s Board of Directors (the “ Board ”) as may be delegated to the Compensation Committee of the Board (references herein to the Compensation Committee shall include reference to the Board if no such Committee exists at any time) at such time or times as it shall determine. The Company’s Compensation Committee shall also from time to time, in its discretion, determine the type and amount of other forms of compensation for Executive’s service with the Company (including, without limitation, stock options or other forms of equity awards).", "output": "the Compensation Committee" } ]

[ { "input": "(i) A Participant may be required to pay to a member of the Combined Group, and each member of the Combined Group shall have the right and is hereby authorised to withhold from any Shares or other property deliverable under any Award or from any compensation or other amounts owing to a Participant the amount (in cash, Shares or other property) of any required tax withholding and payroll taxes in respect of an Award, its exercise, or any payment or transfer under an Award or under the Plan and to take such other action as may be necessary in the opinion of the Company to satisfy all obligations for the payment of such taxes.", "output": "Company" } ]

[ { "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": "Company" } ]

[ { "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": "January 4, 2017" } ]

[ { "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": "During the Term (including the renewal period, if any), the Executive shall be granted 30 days of paid vacation for each calendar year with any unused vacation days to be subject to the Company’s standard vacation policy with respect to the carryover or payment for any such unused vacation days.", "output": "30 days" } ]

[ { "input": "Commencing on September 30, 2016 (or December 31, 2016 if the Loan Parties have delivered an acquisition Compliance Certificate in connection with the CECA Acquisition prior to the delivery of the quarterly Compliance Certificate for the fiscal quarter ending September 30, 2016), and as of the end of each fiscal quarter thereafter, the Loan Parties shall not permit the Leverage Ratio to exceed 3.25 to 1.00, in each case for the four (4) fiscal quarters then ended.", "output": "September 30, 2016" } ]

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

[ { "input": "Executive shall perform such duties as are customarily performed by a Chief Financial Officer, and such other duties and responsibilities that may be assigned to him by the Chief Executive Officer (\"CEO\") and/or the Board of Directors, including, without limitation any duties assigned to him by the Board of Directors for the time period during which Executive serves as the Interim Chief Executive Officer of the Company. Without limiting the foregoing, Executive shall manage the Company's budget, business development, financial affairs, and perform such other duties and responsibilities commensurate with the duties, authorities, and responsibilities of similar persons in similar sized companies.", "output": "Executive" } ]

[ { "input": "The board of directors may from time to time appoint a president, one or more vice-presidents (to which title may be added words indicating seniority or function), a secretary, a treasurer and such other officers as the board of directors may determine, including one or more assistants to any of the officers so appointed. One person may hold more than one office. The board of directors may specify the duties of and, in accordance with these bylaws and subject to the General Corporation Law of the State of Delaware, delegate to such officers powers to manage the business and affairs of the Corporation. Subject to Section 5.02, an officer may but need not be a director.", "output": "Corporation" } ]

[ { "input": "Executive shall receive all group insurance and retirement plan benefits and any other benefits on the same basis as are available to other senior executives of the Company, the Operating Partnership and Employer under the personnel policies in effect from time to time, and Executive shall be provided individual life and disability insurance benefits on substantially the same terms as apply to the Company’s and the Operating Partnership’s top executives. Executive shall receive all other such fringe benefits as the Company, the Operating Partnership and Employer may offer to other senior executives generally under personnel policies in effect from time to time, such as health and disability insurance coverage and paid sick leave.", "output": "Company" } ]

[ { "input": "As compensation for your services to the Company, you will receive $12,000 in cash per year for serving as a Director and the Chairman starting from September 8, 2017, which shall be paid to you monthly in arrears as determined by the Company.", "output": "Company" } ]

[ { "input": "This Agreement and the other Loan Documents and any claim, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Agreement or any other Loan Document (except, as to any other Loan Document, as expressly set forth therein) and the transactions contemplated hereby and thereby shall be governed by, and construed in accordance with, the law of the State of New York without reference to any other conflicts or choice of law principles thereof, except with respect to certain security documents where applicable local law is necessary for enforceability or perfection.", "output": "the State of New York" } ]

[ { "input": "The Committee, in its sole discretion, may permit a distribution from a Participant’s Account sufficient to pay any state, local or foreign tax obligations arising from participation in the Plan that apply to an amount deferred under the Plan prior to the scheduled distribution of such amount. In the event the Committee exercises such discretion, the Committee may also permit a distribution sufficient to pay related income tax withholding in accordance with Code Section 409A. In no event may the total payment under this Article 7.V. exceed the aggregate amount of such taxes due.", "output": "this Article 7.V." } ]

[ { "input": "Any controversy or claim relating to or arising from this Agreement (an “Arbitrable Dispute”) shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the Judicial Arbitration and Mediation Services (the “JAMS”) as such rules may be modified herein or as otherwise agreed by the parties in controversy. The forum for arbitration shall be Las Vegas, Nevada. Following thirty (30) days’ notice by any party of intention to invoke arbitration, any Arbitrable Dispute arising under this Agreement and not mutually resolved within such thirty (30) day period shall be determined by a single arbitrator upon which the parties agree.", "output": "Las Vegas" } ]

[ { "input": "The Parties do not intend by this Agreement to create a partnership, principal/agent or joint venture relationship and nothing in this Agreement shall be construed as creating such a relationship between the Parties. Neither Party nor its agents or employees are the representatives of the other Party for any purpose except as expressly set forth in this Agreement, and neither Party has the power or authority as agent, employee or any other capacity to represent, act for, bind or otherwise create or assume any obligation on behalf of the other Party for any purpose whatsoever.", "output": "Party" } ]

[ { "input": "All payments to be made by the Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff in immediately available Dollars. If any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next preceding Business Day, and such reduction of time shall be reflected in computing interest or fees, as the case may be. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law, in each case to the extent permitted by any applicable Governmental Rule.", "output": "any Debtor Relief Law" } ]

[ { "input": "Arty cessation of operations by Borrower or Borrower admits it is otherwise generally unable to pay its debts as such debts become due, provided, however, that any disclosure of the Borrower’s ability to continue as a “going concern” shall not be an admission that the Borrower cannot pay its debts as they become due.", "output": "Borrower" } ]