Datasets:

scholarly360

/

contracts-classification-instruction-llm-experiments

like 5

[ { "input": "The Administrative Agent shall have received not less than three (3) Business Days prior to the Closing Date (or such shorter period as may be acceptable to the Administrative Agent), an appropriately completed request for any Eurodollar Loan to be made on the Closing Date, if any.", "output": "eurodollar loans" } ]

[ { "input": "No Person will have, as a result of the transactions contemplated by the Transaction Documents, any valid right, interest or claim against or upon the Company, Purchaser or any of their respective subsidiaries for any commission, fee or other compensation pursuant to any agreement, arrangement or understanding entered into by or on behalf of the Company.", "output": "brokers" } ]

[ { "input": "The failure of the Company to enforce any of its terms, provisions or covenants shall not be construed as a waiver of the same or of the right of such party to enforce the same. Waiver by you or the Company of any breach or default by the other party of any term or provision of this Separation Agreement shall not operate as a waiver of any other breach or default.", "output": "waivers" } ]

[ { "input": "The parties hereby agree that all disputes, claims or controversies arising from or otherwise in connection with this Agreement (except for injunctive relief sought by either party) between them and between Executive and any of the Company’s affiliated entities and the successor of all such entities, and any director, stockholder or employee of the Company will be resolved in accordance with Section 13 of the Employment Agreement, except for its attorneys’ fee provision.", "output": "dispute resolutions" } ]

[ { "input": "Except Affiliates and Subsidiaries listed on Schedule 8.15 and Subsidiaries permitted by Section 11.10 below, Borrower has no Subsidiaries or Affiliates. The jurisdiction of formation and ownership of each of the Subsidiaries listed on Schedule 8.15 is set forth on such Schedule.", "output": "affiliates" } ]

[ { "input": "Each of the Secured Parties and the Controlling Class Representative is an express third party beneficiary of this Agreement.", "output": "third party beneficiary" } ]

[ { "input": "This First Amendment shall be binding upon and inure to the benefit of the successors and permitted assigns of the parties hereto.", "output": "assigns" } ]

[ { "input": "For purposes of this Agreement, the following capitalized terms have the meanings assigned to them in this Section 1.1 . Capitalized terms used in this Agreement and not defined in this Section 1.1, have the meanings assigned to them elsewhere in this Agreement.", "output": "definitions" } ]

[ { "input": "To be determined on a project by project basis.", "output": "deliverables" } ]

[ { "input": "If any change is made to the outstanding Stock or the capital structure of the Company, if required, the DSUs shall be adjusted or terminated in any manner as contemplated by Section 17 of the Plan.", "output": "adjustments" } ]

[ { "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": "supply agreements" } ]

[ { "input": "A certified copy of a good standing certificate from the jurisdiction of organization of the Seller and the Guarantor, dated as of no earlier than the date ten (10) Business Days prior to the Closing Date.", "output": "good standing certificates" } ]

[ { "input": "The headings to Articles, Sections and other subdivisions of this Agreement are inserted for convenience of reference only and will not affect the meaning or interpretation of this Agreement.", "output": "captions" } ]

[ { "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 Company shall be conclusive absent demonstrable error. The Borrowers 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": "As of the Separation Date, you will resign your position, if any, as an officer and/or director of the Company and all of the Company’s subsidiaries. You will execute and deliver to the Company any requested resignation letters documenting your resignation from such positions.", "output": "resignation of directors" } ]

[ { "input": "Executive shall be entitled to participate in all applicable benefit plans maintained by the Company.", "output": "benefit plans" } ]

[ { "input": "Except as set forth in the SEC Reports, none of the officers or directors of the Company or any Subsidiary and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary is presently a party to any transaction with the Company or any Subsidiary (other than for services as employees, officers and directors) that would be required to be disclosed pursuant to Section 404 of Regulation S-K promulgated under the Securities Act.", "output": "transactions with affiliates" } ]

[ { "input": "Unless otherwise determined by the Committee at grant or, if no rights of the Participant are reduced, thereafter, subject to the applicable provisions of the Award Agreement and the Plan, upon a Participant’s Termination for any reason during the relevant Restriction Period, all Restricted Stock still subject to restriction will be forfeited in accordance with the terms and conditions established by the Committee at grant or thereafter.", "output": "terminations" } ]

[ { "input": "The terms of this Agreement shall for all purposes be enforced, governed by, and construed in accordance with the laws of the State of New York without regard to its choice of law rules.", "output": "governing laws" } ]

[ { "input": "Acquiror shall have received executed Joinder Agreements from (i) Company Securityholders representing, in the aggregate, Overall Pro Rata Portions of more than eighty-two percent (82%) (assuming the greatest possible Total Earnout Consideration), and (ii) all Key Employees, Company KERP Participants, and Company Board Plan Participants.", "output": "joinder agreements" } ]

[ { "input": "To the extent permitted by applicable law, the parties hereby waive any right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby.", "output": "waiver of jury trials" } ]

[ { "input": "The Board of Directors reserves the right at any time to amend, suspend, or terminate the Plan in whole or in part and for any reason without the consent of any Participant or beneficiary; provided that no such action shall adversely affect the rights of Participants or beneficiaries with respect to Awards made prior to such action. Subject to the foregoing provision, any amendment, modification, suspension, or termination of any provisions of the Plan may be retroactively applied.", "output": "amendment or termination" } ]

[ { "input": "Except as expressly modified herby, each of the Agreements is hereby ratified and remains unaltered and in full force and effect.", "output": "reaffirmations" } ]

[ { "input": "As an inducement to Kharazmi’s agreement to serve as Chairman of the Board, Kharazmi will be granted an award consisting of two million (2,000,000) Restricted Stock Units. The terms and conditions for the Restricted Stock Units are contained in the Restricted Stock Units Agreement executed concurrently with this Agreement.", "output": "restricted stock unit grants" } ]

[ { "input": "Effective as of the Execution Date, Tenant’s Pro Rata Share shall be calculated based on the rentable square footage of 100% of the Building.  Accordingly, the last sentence of Section 4.02(c) of the Existing Lease is hereby amended by deleting “95%” and replacing it with “100%.”  Effective as of the April 1, 2017, Tenant’s Pro Rata Share shall be 53.34%.  For the avoidance of doubt, Tenant’s Pro Rata Share will be recalculated if the rentable square footage of the Building increases.", "output": "pro rata shares" } ]

[ { "input": "(a) Each of the Agent and the Co-Collateral Agents may execute any of its duties under this Agreement and the other Loan Documents by or through agents (including through the other Agents) or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Neither the Agent nor the Co-Collateral Agents shall be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care.", "output": "delegation of duties" } ]

[ { "input": "The PSUs may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered (a “ Transfer ”) by the Participant other than by will or by the laws of descent and distribution, pursuant to a qualified domestic relations order or as otherwise permitted under the Plan. Any attempted Transfer of the PSUs contrary to the provisions hereof, and the levy of any execution, attachment or similar process upon the PSUs, shall be null and void and without effect.", "output": "transferability" } ]

[ { "input": "The covenants and restrictions contained in this Section 3.6 shall be in addition to and not in lieu of any covenants or restrictions applying to any Service Member pursuant to any employment, severance or services agreement between such Service Member and WMG or any of its Affiliates and are intended to reflect the special obligations of the Service Members as Members of the Company.", "output": "restrictive covenants" } ]

[ { "input": "The addition, change, or deletion of an alternative time and form of payment (after the initial payment election has become irrevocable) as permitted under this Section 4.02(A)(4) is a change payment election subject to Section 4.02(B) and is subject to Section 4.02(C).", "output": "additions" } ]

[ { "input": "Landlord and Tenant each hereby waive the provisions of California Code of Civil Procedure Section 1265.130 and any other applicable existing or future Law allowing either party to petition for a termination of this Lease upon a partial taking of the Premises and/or the Project.", "output": "waivers" } ]

[ { "input": "The Plan and all Awards hereunder shall be construed in accordance with and governed by the laws of the State of California, but without regard to its conflict of law provisions.", "output": "governing laws" } ]

[ { "input": "The Company and Virtu acknowledge and agree that to the extent permitted by law and the Company’s bylaws, following the Separation Date, the Company will continue to indemnify you and advance expenses in accordance with Section 5(d) of your Employment Agreement, and, if applicable, the Merger Agreement.", "output": "indemnifications" } ]

[ { "input": "The liability of each Restricted Stockholder and each Designated Restricted Stockholder Affiliate for any breach of the provisions of this Article IX by one of them, but not the others, shall be limited solely to the breaching party, and not jointly with the non-breaching parties.", "output": "several liability" } ]

[ { "input": "The SAR is exercisable only in accordance with the conditions stated in this paragraph.", "output": "vesting schedules" } ]

[ { "input": "Subject to the terms and conditions of this Agreement, each Subscriber agrees, severally and not jointly, to purchase from the Company, and the Company agrees to sell and issue to each Subscriber, at the Closing, such Warrants to acquire up to that aggregate number of Warrant Shares as is set forth opposite such Subscriber's name in column (3) on the Schedule of Subscribers .", "output": "sale of the securities" } ]

[ { "input": "During the Term, the Company shall reimburse Executive for all reasonable travel and other business expenses incurred by Executive in the performance of Executive’s duties to the Company in accordance with the Company’s expense reimbursement Policy.", "output": "business expenses" } ]

[ { "input": "Upon its receipt of an agreement referred to in clause (ii)(y) above executed by an Assuming Lender or any Increasing Lender, together with the certificate referred to in clause (ii)(x) above, the Administrative Agent shall, if such agreement has been completed, (x) accept such agreement, (y) record the information contained therein in the Register and (z) give prompt notice thereof to the Borrower.", "output": "recordation into register" } ]

[ { "input": "The Award does not entitle Participant to any rights of a stockholder of Common Stock. The rights of Participant with respect to the Award shall remain forfeitable at all times prior to the date on which such rights become vested.", "output": "no stockholder rights" } ]

[ { "input": "As of the Second Amendment Effective Date, there are no labor controversies, strikes, lockouts or slowdowns pending against or, to the knowledge of the Borrower, threatened against or affecting the Borrower or any of its Restricted Subsidiaries (i) which could reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, or (ii) that involve this Agreement or the Transactions.", "output": "labor disputes" } ]

[ { "input": "The Partnership Agreement, as amended by this Amendment, constitutes the entire agreement between the Partners and supersedes any prior agreements or understandings between them with respect to the subject matter thereof.", "output": "entire agreements" } ]

[ { "input": "Each Person that shall at any time execute and deliver to the Administrative Agent a Joinder Agreement shall thereupon irrevocably, absolutely and unconditionally become a party hereto and obligated hereunder as a Guarantor, and all references herein and in the other Loan Documents to the Guarantors or to the parties to this Guaranty Agreement shall be deemed to include such Person as a Guarantor hereunder.", "output": "joinders" } ]

[ { "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": "offering materials" } ]

[ { "input": "The following provisions shall apply if a Change in Control (as defined in Section 3(c)) occurs while Units remain outstanding pursuant to this Award.", "output": "effect of change in control" } ]

[ { "input": "For purposes of this Agreement, Loans may be classified and referred to by Class ( e.g. , a “Revolving Loan”) or by Type ( e.g. , a “Eurodollar Loan”) or by Class and Type ( e.g. , a “Eurodollar Revolving Loan”).  Advances also may be classified and referred to by Class ( e.g. , a “Revolving Advance”) or by Type ( e.g. , a “Eurodollar Advance”) or by Class and Type ( e.g. , a “Eurodollar Revolving Advance”).", "output": "classification of loans" } ]

[ { "input": "The proceeds of the Loans shall be used (a) to repay amounts outstanding under the Prior Credit Agreement on the Closing Date, including any fees or expenses incurred in connection therewith, and (b) to finance the working capital needs of the Borrower and its Subsidiaries in the ordinary course of business and for general corporate purposes.", "output": "use of proceeds" } ]

[ { "input": "THIS SECOND AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS EXECUTED IN CONNECTION HEREWITH AND THEREWITH REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT UNWRITTEN ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.", "output": "no oral agreements" } ]

[ { "input": "If any portion of this Agreement is found to be illegal or unenforceable, such action shall not affect the validity or enforceability of the remaining sections or subsections of this Agreement.", "output": "severability" } ]

[ { "input": "On the date of delivery of each Purchase Notice, the Investor shall have received the Closing Certificate executed by an executive officer of the Company and to the effect that all the conditions to such Closing shall have been satisfied as of the date of each such certificate.", "output": "officer’s certificates" } ]

[ { "input": "Buyer shall not make any public announcements concerning this transaction without the prior written agreement of Seller, other than as may be required by applicable law or judicial process. If for any reason the transactions contemplated hereby are not consummated, then Buyer shall return any information received by Buyer from Seller, and Buyer shall cause all confidential information obtained by Buyer concerning Seller and its business to be treated as such.", "output": "confidentiality" } ]

[ { "input": "UNLESS EXPRESSLY PROVIDED IN ANY LOAN DOCUMENT, THIS AGREEMENT, THE OTHER LOAN DOCUMENTS AND ALL CLAIMS SHALL BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT GIVING EFFECT TO ANY CONFLICT OF LAW PRINCIPLES EXCEPT FEDERAL LAWS RELATING TO NATIONAL BANKS.", "output": "governing laws" } ]

[ { "input": "Borrower is not a “foreign person” within the meaning of § 1445(f)(3) of the Internal Revenue Code.", "output": "not a foreign person" } ]

[ { "input": "Each Warrant shall, when countersigned by the Warrant Agent, entitle the Registered Holder thereof, subject to the provisions of such Warrant and of this Warrant Agreement, to purchase from the Company the number of shares of Common Stock stated therein, at the price of $5.00 per share if exercised on or before the Expiration Date (as defined below), subject to the adjustments provided herein ( “ Exercise Price ”).", "output": "exercise price" } ]

[ { "input": "In order to avoid any significant negative impact on the market for the Company’s securities, the number of shares of Common Stock of the Company that the Purchasers in the aggregate may sell during any one single Trading Day shall not exceed 15% of the Daily Trading Volume without the prior written consent of the Company.", "output": "trading restrictions" } ]

[ { "input": "Unimpaired; non-voting, presumed to accept.", "output": "voting" } ]

[ { "input": "The Borrower agrees with the Administrative Agent and each Lender Party that, until all Commitments have terminated and all Obligations (other than the contingent amounts for which no claim or demand has been made) have been paid in full, the Borrower will perform the obligations set forth in this Section 6.1 .", "output": "affirmative covenants" } ]

[ { "input": "Subtenant shall not cause or permit any Hazardous Materials to be brought upon, kept, treated, disposed of, generated or used in or about the Premises by Subtenant or its agents, employees, contractors, invitees, subtenants or licensees or in violation of applicable laws, codes, or ordinances and hereby agrees to indemnify, defend and hold harmless Sublandlord from violation under this provision.", "output": "hazardous substances" } ]

[ { "input": "No AML Entity (a) is a Sanctioned Target, (b) is controlled by or is acting on behalf of a Sanctioned Target or (c) is under investigation for an alleged breach of Sanctions by a governmental authority that enforces Sanctions. To Seller’s Knowledge, no Investor is a Sanctioned Target.", "output": "sanctions" } ]

[ { "input": "The Company is an air carrier engaged in scheduled air transportation and is in all material respects duly qualified and licensed under all applicable Laws to carry on its business as a scheduled airline currently subject to regulation by the Federal Aviation Administration and the Department of Transportation.", "output": "business" } ]

[ { "input": "No Guarantor will assert any right, claim or cause of action, including, without limitation, a claim of subrogation, contribution or indemnification that it has against any Obligated Party, or any collateral, until the Loan Parties and the Guarantors have fully performed all their obligations to the Agents, the LC Issuers and the Lenders.", "output": "rights of subrogation" } ]

[ { "input": "All covenants and agreements in this Agreement by or on behalf of any of the parties hereto will bind and inure to the benefit of the respective successors and assigns of the parties hereto whether so expressed or not; provided that neither this Agreement nor any of the rights, interests, or obligations hereunder may be assigned by any party without the prior written consent of the other party.", "output": "assigns" } ]

[ { "input": "Except as set forth in ARTICLE 11, no Person other than Dova or Valeant (and their respective Affiliates and permitted successors and assignees hereunder) shall be deemed an intended beneficiary hereunder or have any right to enforce any obligation of this Agreement.", "output": "third party beneficiaries" } ]

[ { "input": "Except as disclosed in the 2017 Form 10-K, the Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the 1934 Act) that comply with the requirements of the 1934 Act and applicable regulations thereunder; such disclosure controls and procedures have been designed to ensure that material information relating to the Company is made known to the Company’s principal executive officer and principal financial officer by others within the Company.", "output": "disclosure controls" } ]

[ { "input": "Use commercially reasonable efforts to maintain a public corporate credit rating of the Borrower and public rating of the Facilities from S&P and a public corporate family rating of the Borrower and public rating of the Facilities from Moody’s; provided that in no event shall the Borrower be required to maintain any specific rating with any such agency.", "output": "maintenance of ratings" } ]

[ { "input": "The Obligations rank (a) at least pari passu in right of payment with all other Senior Indebtedness of the Loan Parties and (b) prior in right of payment to the Subordinated Indebtedness.", "output": "senior debt status" } ]

[ { "input": "Any exercisable portion of the Option or the entire Option, if then wholly exercisable, may be exercised in whole or in part at any time prior to the time when the Option or portion thereof becomes unexercisable under Section 3.3 hereof.  However, the Option shall not be exercisable with respect to fractional shares.", "output": "partial exercises" } ]

[ { "input": "The Grantee represents that the Restricted Stock Units (as defined herein) are being acquired for investment and not with a view toward the distribution thereof.", "output": "investments" } ]

[ { "input": "(a)  Schedule 3.08(a)  sets forth as of the Closing Date the name and jurisdiction of incorporation, formation or organization of each direct or indirect subsidiary of Parent and, as to each such subsidiary, the percentage of each class of Equity Interests owned by Parent or by any such subsidiary.", "output": "subsidiaries" } ]

[ { "input": "The Company has been organized for the conduct of any and all business for which a limited liability company may be formed under the Act.", "output": "purposes" } ]

[ { "input": "On the Closing Date, except for Subsidiaries shown on Schedule 4.16 , or thereafter permitted by Section 6.9 below, Borrower has no direct or indirect Subsidiaries and none of the Loan Parties has any Investment in any Affiliate (other than such Subsidiaries). Except for joint ventures shown on Schedule 4.16 , neither Borrower nor any of the Loan Parties has any interest in any joint venture.", "output": "affiliates" } ]

[ { "input": "Buyers shall have delivered, or caused to have been delivered, all of the documents and other items described in Section 9.3 .", "output": "delivery of documents" } ]

[ { "input": "Permit the Total Leverage Ratio as of the end of any period of four consecutive Fiscal Quarters of the Borrower to be greater than 5.50 to 1.00.", "output": "maximum total leverage ratio" } ]

[ { "input": "Seller owns, beneficially and of record, good and marketable title to Notes being sold pursuant to this Agreement, free and clear of any taxes or encumbrances; and at the Closing, the Seller will convey to the Investor good and marketable title to such Notes, free and clear of any security interests, liens, adverse claims, taxes or encumbrances.", "output": "good title" } ]

[ { "input": "For purposes of this Section and for applying the limitations of Code Section 415, the “limitation year” shall be the Plan Year. All qualified plans maintained by the “employer” must use the same “limitation year.” If the “limitation year” is amended to a different 12-consecutive month period, the new “limitation year” must begin on a date within the “limitation year” in which the amendment is made.", "output": "limitation year" } ]

[ { "input": "Except as set forth in the organizational or formation documents applicable to any Pledged Equity, none of the Collateral consisting of an interest in a partnership or a limited liability company (i) is dealt in or traded on a securities exchange or in a securities market, (ii) by its terms expressly provides that it is a Security governed by Article 8 of the UCC, (iii) is an Investment Company Security, (iv) is held in a Securities Account or (v) constitutes a Security or a Financial Asset.", "output": "partnerships" } ]

[ { "input": "In the event any provision of this Agreement is determined to be invalid or unenforceable, such provision shall be deemed severed from the remainder of this Agreement and replaced with a valid and enforceable provision as similar in intent as reasonably possible to the provision so severed and shall not cause the invalidity or unenforceability of the remainder of this Agreement.", "output": "severability" } ]

[ { "input": "No resignation or removal of the Asset Representations Reviewer will be effective until a successor Asset Representations Reviewer has executed and delivered to the Issuer and the Servicer an agreement accepting its engagement and agreeing to perform the obligations of the Asset Representations Reviewer under this Agreement or entering into a new agreement with the Issuer on substantially the same terms as this Agreement.", "output": "effectiveness of resignation or removal" } ]

[ { "input": "In case the Company shall take record of the holders of its Common Stock for the purpose of entitling them to subscribe for or purchase Common Stock or Common Stock Equivalents, then the date of the issue or sale of the shares of Common Stock shall be deemed to be such record date.", "output": "record dates" } ]

[ { "input": "Headings in this Agreement are included for ease of reference only and shall have no legal effect.", "output": "headings" } ]

[ { "input": "The Company, by direction of the Board or the MDC Executive, shall have the right at any time during the Term to immediately terminate the employment of the Executive without Cause by giving written notice to the Executive setting forth a Date of Termination.", "output": "termination without cause" } ]

[ { "input": "Any capitalized term used herein and not defined shall have the meaning assigned to it in the Financing Agreement, as amended by this Amendment.", "output": "definitions" } ]

[ { "input": "Terms used in this Agreement that are defined in the UCC shall have the same meanings herein, except as otherwise expressly provided or amplified (but not limited) herein.", "output": "ucc terms" } ]

[ { "input": "This Agreement creates a valid security interest in the Collateral, securing the payment of the Secured Obligations.", "output": "validity" } ]

[ { "input": "The Administrative Agent shall have received counterparts of this Agreement duly executed and delivered by (i) the Loan Parties, (ii) the Administrative Agent, and (iii) Lenders constituting the Required Lenders (the date on which such counterparts are received, the “ Execution Date ”).", "output": "execution of counterparts" } ]

[ { "input": "The proceeds of the Loans shall be used in accordance with Section  6.11 .", "output": "use of proceeds" } ]

[ { "input": "Except as specifically provided in this Amendment, the Credit Agreement and the other Loan Documents shall remain in full force and effect and each Credit Party hereby ratifies and confirms each such Loan Document.", "output": "ratifications" } ]

[ { "input": "The Borrower shall have the right at any time and from time to time to repay any Swingline Loan, in whole or in part, upon giving written notice to the Swingline Lender and the Administrative Agent before 12:00 (noon), New York City time, on the proposed date of repayment.", "output": "prepayments" } ]

[ { "input": "The descriptive headings contained in this Agreement and the table of contents hereof are included for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement.", "output": "headings" } ]

[ { "input": "The Borrower will, and will cause each Restricted Subsidiary to, comply with its Organizational Documents and all Requirements of Law (including ERISA, Environmental Laws, Patriot Act, OFAC and FCPA) with respect to it or its property, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.", "output": "compliance with laws" } ]

[ { "input": "Subject to the Deduction Limitation, the Participant shall receive a Termination Benefit, which shall be equal to the Participant's Account Balance if a Participant experiences a Termination of Employment prior to his or her Retirement, death or Disability.", "output": "termination benefits" } ]

[ { "input": "Should any part of this Agreement be declared invalid or illegal by a court or other competent authority having jurisdiction over the matter and any party thereto, such decision shall not affect the validity of the remaining portion hereof and shall remain in full force and effect as if the invalid portion were never a part of this Agreement when it was executed.", "output": "severability" } ]

[ { "input": "Any notice to be given to the Company under the terms of this Agreement will be addressed to the Company at 1 Penumbra Place, 1351 Harbor Bay Parkway, Alameda, CA 94502, or at such other address as the Company may hereafter designate in writing.", "output": "address for notices" } ]

[ { "input": "If you incur a Termination of Employment on or before the Third Anniversary Date for any reason other than one of the reasons described in Sections 1.2 through 1.5 below, the Forfeiture Restrictions then applicable to the Restricted Stock Units will not lapse and the number of Restricted Stock Units then subject to the Forfeiture Restrictions will be forfeited to the Company on the date of your Termination of Employment.", "output": "termination generally" } ]

[ { "input": "No amendment, alteration, suspension, or termination of the Plan shall materially or adversely impair the rights of any Participant, unless otherwise mutually agreed upon by the Participant and the Administrator, which agreement must be in writing and signed by the Participant and the Company. Termination of the Plan shall not affect the Administrator’s ability to exercise the powers granted to it under this Plan with respect to Awards granted under the Plan prior to the date of termination.", "output": "effect of amendment or termination" } ]

[ { "input": "Set forth on Schedule 5.28 is a listing of all of Borrower’s and its Subsidiaries’ Deposit Accounts and, Securities Accounts, including, with respect to each bank or securities intermediary (a) the name and address of such Person, and (b) the account numbers of the Deposit Accounts or Securities Accounts maintained with such Person.", "output": "securities accounts" } ]

[ { "input": "The aggregate purchase price for the Common Shares and the Warrants to be purchased by each Buyer (the “ Purchase Price ”) shall be the amount set forth opposite such Buyer’s name in column (5) on the Schedule of Buyers.", "output": "purchase prices" } ]

[ { "input": "This Agreement and the obligations of all Parties hereunder may be terminated by mutual written agreement by and among (i) each of the Debtors, (ii) Lightship and (iii) the First Lien Agent. Notwithstanding anything in this Agreement to the contrary, this Agreement shall terminate automatically upon the Plan Consummation Date.", "output": "automatic termination" } ]

[ { "input": "No Default or Event of Default shall exist or have occurred and be continuing as of the Amendment No. 1 Effective Date.", "output": "no default or event of default" } ]

[ { "input": "Capitalized terms used in this Amendment and not otherwise defined are used herein as defined in the Credit Agreement.", "output": "definitions" } ]

[ { "input": "Each party hereto agrees to execute any and all further documents and writings and perform such other reasonable actions which may be or become necessary or expedient to effectuate and carry out the provisions hereof.", "output": "cooperation" } ]

[ { "input": "(a) Attached hereto as Schedule 6(a ) is a schedule setting forth all of each Grantor’s United States Patents and Trademarks applied for or registered with the United States Patent and Trademark Office, as applicable, including the name of the registered owner or applicant and the registration, application, or publication number, as applicable, of each such Patent or Trademark owned by each Grantor.", "output": "intellectual property" } ]