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contracts-classification-instruction-llm-experiments

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[ { "input": "The Loan Documents embody the entire agreement and understanding among the Borrower, the Company, Administrative Agent and the Lenders and supersede all prior agreements and understandings among the Borrower, the Company, the Administrative Agent and the Lenders relating to the subject matter thereof (other than the Administrative Agent’s Fee Letter).", "output": "entire agreements" } ]

[ { "input": "Prior to May 7, 2018, the Parties will develop and issue mutually agreed upon external and internal statements regarding Executive’s retirement.", "output": "internal" } ]

[ { "input": "Product completed by SPONSOR shall be stored by SUPPLIER in the SPONSOR supplied [**]°C chamber (which shall constitute Equipment hereunder) until shipment of the Product.", "output": "storage" } ]

[ { "input": "This Amendment may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute a single instrument.", "output": "counterparts" } ]

[ { "input": "Each Holder, in addition to being entitled to exercise all rights provided to it herein or granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Agreement. The Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Agreement and hereby agrees to waive in any action for specific performance the defense that a remedy at law would be adequate.", "output": "remedies" } ]

[ { "input": "No Syndication Agent or Documentation Agent shall have any duties or responsibilities hereunder in its capacity as such.", "output": "documentation agents" } ]

[ { "input": "The Administrative Agent shall have received an appraisals of the applicable Loan Parties’ Inventory from one or more firms reasonably satisfactory to the Administrative Agent, which appraisals shall be reasonably satisfactory to the Administrative Agent in its sole discretion.", "output": "appraisal(s)" } ]

[ { "input": "The Parties are sophisticated and have been represented by attorneys throughout the transactions contemplated hereby who have carefully negotiated the provisions hereof. As a consequence, the Parties do not intend that the presumptions of laws or rules relating to the interpretation of contracts against the drafter of any particular clause should be applied to this Agreement or any agreement or instrument executed in connection herewith, and therefore waive their effects.", "output": "mutual drafting" } ]

[ { "input": "Such other documents as the Lender may reasonably request, consistent with market practices, in form and substance reasonably acceptable to the Lender.", "output": "other documents" } ]

[ { "input": "Warrantholder is an “accredited investor” within the meaning of Rule 501 of Regulation D, as presently in effect, under the Act.", "output": "accredited investors" } ]

[ { "input": "As soon as practicable after any payment of Taxes by the Company to a Governmental Authority pursuant to this Section, the Company shall deliver to the Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of the return reporting such payment or other satisfactory evidence of such payment.", "output": "evidence of payments" } ]

[ { "input": "During the Employment Period, the Company shall, subject to Employee providing sufficient documentation to permit the Company to deduct such payments and only to the extend consistent with the Company’s business expense reimbursement policy in effect from time to time, reimburse Employee for reasonable expenses incurred in connection with the performance by Employee of the Employment Duties, which shall include travel and entertainment expenses, again, subject to prior approval by the Company.", "output": "reimbursement of business expenses" } ]

[ { "input": "In the event that the Employee’s employment and/or Employment Term ends on account of the Employee’s Disability, the Company shall pay or provide the Employee with the Accrued Benefits.  In addition, the Employee shall be eligible to receive any Annual Bonus earned but unpaid with respect to the fiscal year ending on or preceding the date of termination.", "output": "disability" } ]

[ { "input": "Each party shall, upon the reasonable request execute and deliver such further documents and instruments and perform such further actions, necessary to give full effect to the terms of this Agreement.", "output": "further assurances" } ]

[ { "input": "The terms \"Service\" and \"Credited Service\" have the same meaning as defined in Sections 3.02 and 3.03, respectively, of Part B of the Pension Plan.", "output": "services" } ]

[ { "input": "Each of Parent and each Borrower hereby acknowledges and agrees that this Amendment constitutes a \"Loan Document\" under the Credit Agreement.", "output": "loan documents" } ]

[ { "input": "This  Agreement will be governed by and construed according to the laws of  the State of California, as such laws are applied  to agreements  entered  into and to be performed  entirely within California  between  California  residents. I hereby expressly consent to the personal jurisdiction of the  state and federal courts located in San  Mateo County, California for any  lawsuit  filed there  against me by Rigel arising  from or related  to this Agreement.", "output": "governing law" } ]

[ { "input": "Each Lender, other than Crystal, that is designated (on the cover page of this Agreement or otherwise) by Crystal as an “Arranger,” “Bookrunner” or “Agent” of any type shall have no right, power or duty under any Loan Documents other than those applicable to all Lenders, and shall in no event have any fiduciary duty to any Secured Party.", "output": "titles" } ]

[ { "input": "The Executive shall be entitled to the unpaid portion of his annual bonuses that were accrued for periods prior to the Termination Date (but were subject to deferred payment), which shall be paid (together with accrued interest in accordance with the Company's practice) by the Company as a lump sum cash payment within ten days following the Release Effective Date.", "output": "bonus payments" } ]

[ { "input": "Comply, and cause each of its Subsidiaries to comply, with all applicable law, rules, regulations and orders (including, without limitation, ERISA and environmental laws and permits) except to the extent that failure to so comply (in the aggregate for all such failures) could not reasonably be expected to have a Material Adverse Effect.", "output": "compliance with laws" } ]

[ { "input": "All rights, powers and remedies provided under this Agreement or otherwise available in respect hereof at law or in equity shall be cumulative and not alternative, and the exercise of any thereof by any party shall not preclude the simultaneous or later exercise of any other such right, power or remedy by such party.", "output": "remedies cumulative" } ]

[ { "input": "This Agreement, the Proprietary Information Agreement and any other similar agreement regarding confidentiality, intellectual property rights, non-competition or non-solicitation constitute the entire agreement between the parties with respect to the matters set forth herein and supersede all prior agreements and understandings between the parties with respect to the same.", "output": "entire agreements" } ]

[ { "input": "This Amendment may be executed in separate counterparts, each of which is deemed to be an original and all of which taken together constitute one in the same agreement.", "output": "counterparts" } ]

[ { "input": "All modifications or amendments to this Agreement shall require the written consent of each of the signatories hereto.", "output": "amendments" } ]

[ { "input": "No such assignment or participation shall be made to (i) the Borrower or any of the Borrower’s Affiliates or Subsidiaries, (ii) any natural person, or (iii) any Defaulting Lender.", "output": "prohibited assignments" } ]

[ { "input": "A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section and delivered to the Borrower shall be conclusive absent manifest error. The Borrower shall pay such Lender the amount shown as due on any such certificate within ten days after receipt thereof.", "output": "certificates for reimbursement" } ]

[ { "input": "You agree to pay the Company any attorneys' fees and costs which the Company incurs in enforcing, to any extent, the provisions of this Section 9, whether or not litigation is actually commenced, and including any appeal.", "output": "attorneys' fees" } ]

[ { "input": "The Borrower shall have established (i) the cash management system, specified in Section 7.2 hereof, and executed the Master Agreement, in form and substance satisfactory to the Administrative Agent, and (ii) a Cash Collateral Account, Operating Account, Controlled Disbursement Account and Lockbox arrangement, in each case satisfactory to the Administrative Agent.", "output": "cash management systems" } ]

[ { "input": "Executive shall be eligible to receive an annual bonus, as set forth below (the “ Bonus ”).", "output": "bonus" } ]

[ { "input": "Seller shall not enter into any transaction of merger or consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation, winding up or dissolution) or sell all or substantially all of its assets; provided, that Seller may merge or consolidate with (a) any wholly owned subsidiary of Seller, or (b) any other Person if Seller is the surviving entity; and provided further, that if after giving effect thereto, no Default would exist hereunder.", "output": "prohibition of fundamental changes" } ]

[ { "input": "In the event that SSS notifies SSC that this Option has been lost, stolen or destroyed and provides a letter, in form satisfactory to SSC, to the effect that it will indemnify SSC from any loss incurred by it in connection therewith, SSC shall accept such letter in lieu of the surrender of this Option as required by Section 3 hereof.", "output": "lost" } ]

[ { "input": "The foregoing recitals are incorporated by this reference. Capitalized terms used but undefined in this Amendment shall have the meaning given to them in the Agreement.", "output": "definitions" } ]

[ { "input": "On the Closing Date, upon the terms and subject to the conditions set forth herein, the Company agrees to sell, and the Purchaser agrees to purchase, up to an aggregate of 47,362 shares. Upon receiving the Purchaser’s Subscription Amount on the Closing Date and the delivery by the Purchaser of the other items set forth in Section 2.2 deliverable at the Closing, the Company shall deliver the Shares to the Purchaser as determined pursuant to Section 2.2(a).", "output": "closings" } ]

[ { "input": "The benefits under the Plan replace and supersede any severance benefits payable upon a Termination previously established under any Other Severance Arrangement.  In no event shall any Participant receive more than the severance benefits provided for herein, and any severance benefits provided under any Other Severance Arrangement or otherwise, to the extent paid, shall reduce the amounts to be paid hereunder.", "output": "no duplication" } ]

[ { "input": "The Plan shall be administered by the Committee and the Committee shall be responsible for the general administration and interpretation of the Plan and for carrying out its provisions. The Committee shall have such powers as may be necessary to discharge its duties hereunder.", "output": "plan administrator" } ]

[ { "input": "In the event that the Borrower proposes to replace its transfer agent, the Borrower fails to provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered pursuant to the Debt Settlement Agreement (including but not limited to the provision to irrevocably reserve shares of Common Stock in the Reserved Amount) signed by the successor transfer agent to Borrower and the Borrower.", "output": "replacement of transfer agent" } ]

[ { "input": "LESSOR is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of *              . It has the corporate power and authority to carry on its business as presently conducted and to perform its obligations hereunder.", "output": "corporate status" } ]

[ { "input": "Until all restrictions upon the Shares of Restricted Stock awarded to a Grantee shall have lapsed in the manner set forth in Section 8.1(c), such Shares shall not be sold, transferred or otherwise disposed of and shall not be pledged or otherwise hypothecated other than pursuant to the laws of descent and distribution.", "output": "non-transferability" } ]

[ { "input": "The occurrence of a Change in Control without the approval of the Majority Lenders.", "output": "change in control" } ]

[ { "input": "At the Closing, the Company shall issue the New Note and New Warrant to the Investor in accordance herewith on the books and records of the Company.", "output": "issuance of securities" } ]

[ { "input": "In consideration of the assignment made pursuant to Paragraph 1 of this Agreement, Assignee agrees to pay to Assignor on the Effective Date, an amount equal to the “Amount of Outstanding Loans Assigned” set forth in the table describing the Assigned Interest in such Paragraph 1.", "output": "payments to assignor" } ]

[ { "input": "If any provision of this Agreement shall be held invalid or unenforceable, such invalidity or unenforceability shall attach only to such provision, only to the extent it is invalid or unenforceable, and shall not in any manner affect or render invalid or unenforceable any other severable provision of this Agreement, and this Agreement shall be carried out as if any such invalid or unenforceable provision were not contained herein.", "output": "severability" } ]

[ { "input": "Neither party shall have the right to record this Sub-Sublease or the Sublease.", "output": "no recordations" } ]

[ { "input": "A certificate of a Lender or the L/C Issuer setting forth the amount or amounts necessary to compensate such Lender or the L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section and delivered to the Borrower shall be conclusive absent demonstrable error. The Borrower shall pay such Lender or the L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.", "output": "certificates for reimbursement" } ]

[ { "input": "Subject only to any individual written agreement between a member of the Company Group and an Eligible Employee to the contrary, each Eligible Employee’s employment is and shall continue to be at-will, as defined under applicable law. If an Eligible Employee’s employment terminates for any reason other than as specified in Section 3(a), 3(c) or 3(d), such Eligible Employee shall not be entitled to any benefits, damages, awards or compensation under this Plan.", "output": "at-will employment" } ]

[ { "input": "There is no legal, administrative, regulatory, arbitration, or other proceeding, suit, claim or action of any nature, or investigation, review, or audit of any kind, or any judgment, decree, decision, injunction, writ, or order pending, noticed, scheduled, or, to the knowledge of DarkStar and Bengio, threatened or contemplated by or against or involving DarkStar, including but not limited to any letter asserting a claim of any nature whatsoever against DarkStar.", "output": "litigations" } ]

[ { "input": "To the extent any Liens on the Company’s assets are not terminated prior to the Closing (excluding those disclosed in Section 6.5 of the Disclosure Schedule), the Sellers shall use commercially reasonable efforts, at the Sellers’ sole cost and expense, following the Closing to cause such Liens to be released and terminated in a form and substance reasonably satisfactory to the Purchaser and its counsel.", "output": "release of liens" } ]

[ { "input": "To secure Borrower’s obligations under this Loan Agreement and to further secure Borrower’s obligations under the Note and the other Loan Documents, Borrower conveys, pledges, transfers and grants to Lender a security interest pursuant to the Uniform Commercial Code or any other applicable law in and to all money in the Reserve Funds, as the same may increase or decrease from time to time, all interest and dividends thereon and all proceeds thereof.", "output": "security interests" } ]

[ { "input": "During the period of employment hereunder, the Company shall pay Employee an annual salary (as increased by the Company from time to time in its sole discretion, \"Base Salary\") of $229,000.00 per year, subject to applicable federal and state income and social security tax withholding requirements. The Base Salary shall be payable in accordance with the Company's customary payroll practices.", "output": "base salary" } ]

[ { "input": "The provisions of this Agreement are solely for the benefit of the Parties and do not and are not intended to confer upon any Person except the Parties any rights or remedies hereunder, and there are no Third Party beneficiaries of this Agreement and this Agreement shall not provide any Third Party with any remedy, claim, Liability, reimbursement or other right in excess of those existing without reference to this Agreement.", "output": "no third party beneficiaries" } ]

[ { "input": "The representations and warranties contained herein shall survive the Closings for the applicable statute of limitations.", "output": "survival" } ]

[ { "input": "Equipment Advances outstanding on November 17, 2016 are payable in (i) thirty six (36) consecutive equal monthly installments of principal plus (ii) monthly payments of accrued interest, beginning on December 1, 2016 and continuing on the first of each month thereafter and ending on the Equipment Maturity Date. All unpaid principal and interest on each Equipment Advance shall be due on the Equipment Maturity Date.", "output": "repayments" } ]

[ { "input": "This Pledge Agreement may be executed in two or more counterparts, each of which shall constitute an original, but all of which, when taken together, shall constitute but one instrument.", "output": "counterpart signatures" } ]

[ { "input": "If the General Partner determines that it is in the best interests of the Partnership to provide for additional Partnership funds (“Additional Funds”) for any Partnership purpose, the General Partner may (i) cause the Partnership to obtain such funds from outside borrowings or (ii) elect to have the General Partner or any of its Affiliates provide such Additional Funds to the Partnership through loans or otherwise.", "output": "additional funding" } ]

[ { "input": "Attached hereto as Schedule 6.8 is a list showing all real property owned or leased by any Loan Party, and if leased, the correct name and address of the landlord and the date and term of the applicable lease.", "output": "real estate" } ]

[ { "input": "In the event of any conflict between this Agreement (or any portion thereof) and any other agreement now existing or hereafter entered into, the terms of this Agreement shall prevail.  No amendment or modification of this Agreement or waiver of any right hereunder shall be binding on any party hereto unless it is in writing and is signed by all of the parties hereto.", "output": "conflict with other agreements" } ]

[ { "input": "Each Actual Award shall be paid in cash (or its equivalent) or Shares in a single lump sum, except as otherwise determined by the Administrator. If an Actual Award is paid in whole or in part in Shares, such Shares shall be granted under the Stock Plan.", "output": "form of payments" } ]

[ { "input": "The Borrower shall give the Administrative Agent (which shall promptly notify the Revolving Lenders) advance notice as hereinafter provided of each Borrowing of Revolving Loans hereunder (each such Borrowing, a “ Revolving Borrowing ”), which shall specify the aggregate amount of such Revolving Borrowing, the Type and the date (which shall be a Business Day) of the Revolving Loans to be borrowed and, in the case of Revolving Eurodollar Loans, the duration of the Interest Period therefor.", "output": "revolving borrowings" } ]

[ { "input": "This Agreement represents the entire agreement of the parties and shall supersede any and all previous contracts, arrangements or understandings between the Company and the Executive relating to the subject matter hereof. This Agreement may be amended at any time by mutual written agreement of the parties hereto.", "output": "entire agreements" } ]

[ { "input": "The Committee, at its first meeting following the conclusion of the Performance Measurement Period, shall determine the actual number of Restricted Stock Units that shall be credited as of the final day of such Performance Measurement Period. The number of Restricted Stock Units credited for such period shall equal the Target Award multiplied by the Performance Multiplier, subject to the terms and conditions hereof.", "output": "committee determinations" } ]

[ { "input": "Observe and remain in compliance, and enforce policies and procedures designed to provide for compliance, with all Applicable Laws and maintain in full force and effect all Governmental Approvals, in each case applicable to the conduct of its business except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.", "output": "approvals" } ]

[ { "input": "The principal place of Executive's employment shall be the Company's principal executive office currently located in Miami, Florida, provided that , the Executive may be required to travel on Company business during the Employment Term.", "output": "place of performance" } ]

[ { "input": "The Reorganization shall have been completed in accordance with the terms hereof (including the description thereof set forth in Exhibit E hereto) and the Seller Parties shall have delivered, or caused to be executed and delivered, to Buyer one or more bills of sale or such other good and sufficient instruments or evidence of transfer and conveyance as are reasonable necessary to evidence the consummation of the Reorganization in accordance with the terms hereof.", "output": "reorganizations" } ]

[ { "input": "The Company has not yet incurred any obligation for any finder’s, broker’s or agent’s fees or commissions in connection with the transaction contemplated hereby. The Company, may however, incur obligations for any registered broker’s or agent’s fees or commissions in connection with the transaction contemplated hereby.", "output": "finder’s fees" } ]

[ { "input": "Defendants hereby forfeit any and all rights and interests in and to any deposits held by Plaintiff in connection with the Lease, if any, and any such deposits shall not be applied in reduction of the Settlement Amount or any Settlement Installments.", "output": "security deposits" } ]

[ { "input": "Effective as of the Effective Date, ServiceMaster shall grant Executive a number of shares of restricted stock units (“ RSUs ”) under the Stock Incentive Plan having a grant date value equal to $1,000,000 (the “ Sign-On RSUs ”).  The Sign-On RSUs shall vest, subject to Executive’s continued employment with the Company, ratably over three years, starting on the first anniversary of the Effective Date, and as otherwise provided in the Sign-On RSU Agreement (as defined below).", "output": "rsu grants" } ]

[ { "input": "No Default has occurred and is continuing or would result from the consummation of the Transactions.", "output": "no defaults" } ]

[ { "input": "Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2 , no registration under the Securities Act is required for the offer and sale of the Purchased Shares by the Company to the Purchasers as contemplated hereby. The issuance and sale of the Purchased Shares hereunder does not contravene the rules and regulations of the NYSE American.", "output": "private placements" } ]

[ { "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": "cessation of operations" } ]

[ { "input": "In no event shall the Company include any securities other than Registrable Securities on any Registration Statement without the prior written consent of the Required Holders. Until the Applicable Date (as defined in the Securities Purchase Agreement), the Company shall not enter into any agreement providing any registration rights to any of its security holders and the Company shall not file any other registration statement until such time.", "output": "no inclusion of other securities" } ]

[ { "input": "The Company shall employ Executive, and Executive hereby agrees to employment with the Company, upon the terms and conditions set forth in this Agreement for the period beginning on the Effective Date (as defined below) and ending as provided in Section 4 hereof (the “ Employment Period ”).", "output": "employment" } ]

[ { "input": "This Note is secured by the personal guaranty of Robert J. Wessels, pursuant to the terms and conditions of that certain Personal Guarantee, dated as of June 29, 2016 (“ Persona l Guarantee ”).", "output": "security" } ]

[ { "input": "This Loan Guaranty is a guaranty of payment and not of collection. Each Loan Guarantor waives any right to require the Administrative Agent, the Issuing Bank or any Lender to sue the Borrower, any Loan Guarantor, any other guarantor of, or any other Person obligated for all or any part of the Guaranteed Obligations (each, an “ Obligated Party ”), or otherwise to enforce its payment against any collateral securing all or any part of the Guaranteed Obligations.", "output": "guaranty of payment" } ]

[ { "input": "The Lender shall have received an opinion or opinions (including, if requested by the Lender, local counsel opinions) of counsel for the Loan Parties, dated the Restatement Date and addressed to the Lender, in form and substance acceptable to the Lender.", "output": "legal opinions of counsel" } ]

[ { "input": "To the knowledge and belief of the Company, the Company Accounting Firm: (i) is a registered public accounting firm as required by the Exchange Act and (ii) shall express its opinion with respect to the financial statements to be included in the Company's Annual Report for the fiscal year ending June 30, 2017, as well as the financial statements of Hausmann for the years ended December 31, 2015 and 2016.", "output": "accountants" } ]

[ { "input": "The Parties represent and warrant that each is the sole and lawful owner of all rights, title and interest in and to all released matters, claims and demands as herein contained and that there has been no assignment or other transfer of any interest of any claim or demand which either may have against the Employee or the Company Released Parties, as applicable.", "output": "ownership of claims" } ]

[ { "input": "If this Agreement is terminated pursuant to Section 10.1 , other than by (1) mutual consent of the parties under Section 10.1.1 or (2) by Sellers pursuant to Section 10.1.6 as a result of Purchaser’s breach of this Agreement or (3) by Purchaser pursuant to Section 10.1.3 , then Purchaser shall be entitled to receive the Expense Reimbursement, with such amount being payable on or before the tenth (10th) Business Day after such termination.", "output": "expense reimbursements" } ]

[ { "input": "The term of this Agreement shall have a term of six (6) months, commencing as of the Effective Date of this Agreement (the “Term” ).", "output": "terms" } ]

[ { "input": "Nothing herein constitutes or is intended to constitute a waiver by Mortgagor of the time limitation on issuance of process under Ind. Code § 32-29-7-3 or a waiver by Mortgagor or Agent of any rights under Ind. Code § 32-29-7-5.", "output": "non-waivers" } ]

[ { "input": "Employee means an employee of the Company or of a Participating Employer.", "output": "employees" } ]

[ { "input": "If any Loan or interest thereon or any fee described in Section  2.11 or any other amount is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, such overdue amount shall thereafter bear interest at the Default Rate to the full extent permitted by applicable Laws.", "output": "additional interests" } ]

[ { "input": "The Company shall also cause to be established an unfunded bookkeeping account for each Participant which will from time to time reflect the name of each Participant and (i) the number of Stock Awards and, if applicable, dividend equivalents credited to such Participant pursuant to Section 4.4 and (ii) the Cash Compensation deferred pursuant to Section 4.1 plus earnings or losses credited thereon monthly (as to each Participant, the “Deferred Compensation Account”).", "output": "establishment of accounts" } ]

[ { "input": "Tenant acknowledges and consents to the assignment of the Lease by Mortgagor in favor of Lender.", "output": "assignments" } ]

[ { "input": "Except as set forth above, the Agreement shall remain in full force and effect.", "output": "effects" } ]

[ { "input": "The Borrower agrees to pay all fees and out-of-pocket disbursements incurred by the Bank in connection with this Amendment, including legal fees incurred by the Bank in the preparation, consummation, administration and enforcement of this Amendment.", "output": "expenses" } ]

[ { "input": "THIS THIRD AMENDMENT (INCLUDING, BUT NOT LIMITED TO, THE VALIDITY AND ENFORCEABILITY HEREOF) SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.", "output": "governing laws" } ]

[ { "input": "All interest hereunder shall be computed on the basis of a year of 360 days, and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day).", "output": "interest rate computations" } ]

[ { "input": "Except as otherwise provided, all payments and benefits to Executive under this Agreement shall be subject to Executive’s compliance with this Section 6, to the extent applicable.", "output": "reliance" } ]

[ { "input": "Provider agrees to provide relevant data to support Health Plan in complying with the requirements set forth in 42 CFR 422.516 and 42 CFR 422.310. (42 CFR 504(a)(8)).", "output": "reporting" } ]

[ { "input": "THIS AGREEMENT AND ALL CLAIMS OR CAUSES OF ACTION (WHETHER IN CONTRACT, TORT OR OTHERWISE) THAT MAY BE BASED UPON, ARISE OUT OF OR RELATE IN ANY WAY HERETO OR THE NEGOTIATION, EXECUTION OR PERFORMANCE THEREOF OR THE TRANSACTIONS CONTEMPLATED HEREBY, UNLESS OTHERWISE EXPRESSLY SET FORTH THEREIN, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.", "output": "governing laws" } ]

[ { "input": "Premiums on insurance policies will not be adjusted. As of the Closing Date, Seller will terminate its insurance coverage and Purchaser will effect its own insurance coverage.", "output": "insurance policies" } ]

[ { "input": "As administratively practicable after the Vesting Date, but not later than seven days thereafter, you shall be paid a lump sum payment in Units equal to the number of vested Phantom Units subject to your final Award. Notwithstanding the foregoing, however, the Committee may, in its sole discretion, direct that payment be made to you in the form of cash (in lieu of Units) for each vested Phantom Unit subject to your final Award.", "output": "payments" } ]

[ { "input": "Failure of either party to exercise any rights under this Agreement shall not constitute a waiver of any right, nor excuse the other party’s full performance. No express waiver of any matter shall affect any other matter under this Agreement. Express waivers are only effective if in writing.", "output": "no waivers" } ]

[ { "input": "The Administrative Agent shall have received a certificate of the chief financial officer of the Borrower substantially in the form of Exhibit B .", "output": "solvency certificates" } ]

[ { "input": "To Purchaser’s knowledge, Purchaser has received no written notice that any action or proceeding is pending or threatened, which questions the validity of this Agreement or any action taken or to be taken pursuant hereto.", "output": "litigations" } ]

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

[ { "input": "Except as agreed to by Administrative Agent in connection with Borrower’s liquidation plan, suspend or otherwise discontinue all or any material part of its business operations (other than the closing of stores operated by the Borrower or the sale of any of the Mortgaged Properties), or engage in any business other than the business engaged in by it on the Closing Date or any business reasonably related or ancillary thereto.", "output": "conduct of business" } ]

[ { "input": "The agreements in this Section shall survive the resignation of the Administrative Agent, any L/C Issuer and the Swing Line Lender, the replacement of any Lender, and the Termination Date.", "output": "survival" } ]

[ { "input": "There are no pending or, to the knowledge of Parent or Merger Sub, threatened, Legal Proceedings against Parent or Merger Sub or their Affiliates that would have, individually or in the aggregate, a Parent Material Adverse Effect. There is no outstanding material Order imposed upon either Parent or Merger Sub or any of their assets or Affiliates, except for Legal Proceedings which, if adversely determined, would not have, individually or in the aggregate, a Parent Material Adverse Effect.", "output": "legal proceedings" } ]

[ { "input": "Directors who are employees of the Company do not receive additional compensation for serving as directors of the Company. The following table sets forth current rates of cash compensation for the Company’s non-employee directors.", "output": "director compensation" } ]