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contracts-extraction-instruction-llm-experiments

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[ { "input": "Each party’s obligations under this Section 3.3 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of a Lender, the termination of the commitments hereunder and the repayment, satisfaction or discharge of all obligations under any Credit Document.", "output": "this Section 3.3" } ]

[ { "input": "The Indenture Trustee shall, as directed in the Servicing Report, withdraw amounts on deposit in the Impositions and Insurance Reserve Account and distribute such amounts as are required to be distributed pursuant to Section 4.03 of the Indenture.", "output": "Indenture" } ]

[ { "input": "Each capitalized term used but not defined herein shall have the meaning ascribed to such term in the Equity Distribution Agreement.", "output": "the Equity Distribution Agreement" } ]

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

[ { "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 Sale and Servicing Agreement" } ]

[ { "input": "Except as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a) there are no strikes or other labor disputes against Holdings, the Borrower or any of its Subsidiaries pending or, to the knowledge of Holdings or the Borrower, threatened; (b) hours worked by, and payment made to, employees of Holdings, the Borrower and its Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable Requirement of Law dealing with such matters; and (c) all payments due from Holdings, the Borrower or any of its Subsidiaries on account of employee health and welfare insurance have been paid or accrued as a liability on the books of Holdings, the Borrower or the relevant Subsidiary.", "output": "Holdings" } ]

[ { "input": "As soon as practicable after any payment of Other Taxes by any Borrower to a Government Authority pursuant to this Section 4.11, such Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Government Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.", "output": "a Government Authority" } ]

[ { "input": "This Amendment No. 1 to Second Amended and Restated Share Repurchase Plan shall be effective commencing with respect to share repurchase requests submitted for repurchase during the second quarter 2019.", "output": "the second quarter 2019" } ]

[ { "input": "Upon a termination of this Agreement for any reason that results in the return of the Earnest Money to Blackstone, Blackstone shall pay to Steadfast ONE HUNDRED AND NO/100 DOLLARS ($100.00) as independent consideration for Steadfast’s entering into this Agreement, which shall be retained by Steadfast in all instances. The obligation of Blackstone to pay the Independent Consideration to Steadfast is unconditional and shall survive any termination of this Agreement.", "output": "Blackstone" } ]

[ { "input": "Each RSU shall be granted with respect to a specified number of Shares (or a number of Shares determined pursuant to a specified formula) or shall have a value equal to the Fair Market Value of a specified number of Shares (or a number of Shares determined pursuant to a specified formula). RSUs shall be paid in cash, Shares, other securities, other Awards or other property, as determined in the sole and plenary discretion of the Committee, upon the lapse of restrictions applicable thereto, or otherwise in accordance with the applicable Award Agreement.", "output": "Committee" } ]

[ { "input": "Each Subsidiary of the US Borrower that is required to become a party to this Agreement after the date hereof pursuant to Section 6.11 of the Credit Agreement shall become a Debtor for all purposes of this Agreement upon execution and delivery by such Subsidiary of an instrument in the form of Annex I hereto.", "output": "US" } ]

[ { "input": "The Borrower agrees to pay all reasonable costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Amendment and the other instruments and documents to be delivered hereunder, if any (including, without limitation, the reasonable fees and expenses of Cahill Gordon & Reindel LLP) in accordance with the terms of Section  12.3 of the Credit Agreement.", "output": "Section  12.3" } ]

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

[ { "input": "Notwithstanding anything to the contrary contained in Section  6.4.1 , in the event that an Acceptable Blanket Policy is in effect with respect to any of the Policies required pursuant to Section  5.1 , deposits into the Insurance Account required for Insurance Premiums pursuant to Section  6.4.1 above shall be suspended to the extent that Insurance Premiums relate to such Acceptable Blanket Policy. Lender acknowledges that, as of the Closing Date, an Acceptable Blanket Policy is in effect with respect to the Policies required as of the Closing Date pursuant to Section  5.1 .", "output": "Section  6.4.1" } ]

[ { "input": "This Agreement has been entered into pursuant to and in conjunction with the Security Agreement, which is hereby incorporated by reference. The provisions of the Security Agreement shall supersede and control over any conflicting or inconsistent provision herein. The rights and remedies of the Administrative Agent with respect to the Copyright Collateral are as provided by the Credit Agreement, the Security Agreement and related documents, and nothing in this Agreement shall be deemed to limit such rights and remedies.", "output": "the Security Agreement" } ]

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

[ { "input": "Except as otherwise provided in Section 2(j), the right to receive any Change in Control Severance Benefits under this Agreement is specifically conditioned upon the Executive either waiving or being ineligible for any and all benefits under any other severance, retention or change in control plan, program or agreement sponsored by Company or any successor.", "output": "Executive" } ]

[ { "input": "If any portion of any Covenant or its application is construed to be invalid, illegal or unenforceable, then the remaining portions and their application shall not be affected thereby, and shall be enforceable without regard thereto. If any of the Covenants is determined to be unenforceable because of its scope, duration, geographical area or similar factor, then the court or other trier of fact making such determination shall modify, reduce or limit such scope, duration, area or other factor, and enforce such Covenant to the extent it believes such factor(s) to be lawful and appropriate. For purposes of this Exhibit A, the term “ affiliates ” excludes all entities or persons other than those controlled or partially owned by the Company.", "output": "Company" } ]

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

[ { "input": "This Agreement shall terminate upon the earlier of (i) the tenth anniversary of the date of this Agreement or (ii) the date as of which (A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter by the Commission)) or (B) the Holders of all Registrable Securities are permitted to sell the Registrable Securities under Rule 144 (or any similar provision) under the Securities Act without limitation on the amount of securities sold or the manner of sale. The provisions of  Section 3.5  and  Article IV  shall survive any termination.", "output": "the Securities Act" } ]

[ { "input": "Except as otherwise provided in this Agreement, and  whether or not the transactions herein contemplated shall be consummated, Purchaser and Seller shall pay their own fees, expenses and disbursements, including the fees and expenses of their respective counsel, accountants and other experts, in connection with the subject matter of this Agreement and all other costs and expenses incurred in performing and complying with all conditions to be performed under this Agreement; provided, however, that Purchaser agrees to pay directly to Gladstone, at Closing, the sum of $* cash, as partial payment of the amounts payable by Seller to Gladstone in connection with the consummation of the transactions contemplated hereby.", "output": "Purchaser" } ]

[ { "input": "Subject to Landlord’s prior written approval, in its sole discretion, and provided all signs are in keeping with the quality, design and style of the Building and Project, Tenant, if the Premises comprise an entire floor of the Building, at its sole cost and expense, may install identification signage anywhere in the Premises including in the elevator lobby of the Premises, provided that such signs must not be visible from the exterior of the Building.", "output": "Premises" } ]

[ { "input": "The Participant shall make appropriate arrangements with the Company for satisfaction of any federal, state or local income tax withholding requirements, Social Security and other employee tax or other requirements applicable to the granting, crediting, vesting or payment of benefits under the Plan. There shall be deducted from each payment made under the Plan or any other Compensation payable to the Participant (or Beneficiary) all taxes that are required to be withheld by the Company in respect to such payment or this Plan.  To the extent permissible under Code Section 409A, the Company shall have the right to reduce any payment (or other Compensation) by the amount of cash sufficient to provide the amount of said taxes.", "output": "Company" } ]

[ { "input": "This Agreement shall be governed by and construed according to the laws of the State of Washington, without regard to conflicts of laws principles. In the event of any legal action regarding or arising out of this Agreement, you and the Company each consent to the exclusive jurisdiction and venue of the state and federal courts located in King County, Washington, and agree that the substantially prevailing party in any such action, including any and all related appellate proceedings, shall be entitled to reimbursement for its reasonable costs and attorney's fees, including those for in-house counsel.", "output": "Washington" } ]

[ { "input": "Failure by Griffin or CSL to insist upon or enforce any of its rights shall not constitute a waiver thereof. Either party hereto may waive the benefit of any provision or condition for its benefit contained in this Agreement. No oral modification hereof shall be binding upon the parties, and any modification shall be in writing and signed by the parties.", "output": "Griffin" } ]

[ { "input": "Participant hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of Participant’s personal data as described in this Agreement and any other RSU grant materials by and among, as applicable, the Employer, the Company, its Parent, Subsidiaries and affiliates for the exclusive purpose of implementing, administering and managing Participant’s participation in the Plan.", "output": "RSU" } ]

[ { "input": "All licenses (and to the extent applicable rights) granted under or pursuant to this Agreement by Enumeral to Pieris are, and shall otherwise be deemed to be, for purposes of Section 365(n) of Title 11, United States Code (the “Bankruptcy Code”) licenses of rights to “intellectual property” as defined under Section 101 of the Bankruptcy Code. The Parties agree that Pieris, as a licensee of such rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the Bankruptcy Code.", "output": "Section 101" } ]

[ { "input": "If any provision of the Plan is determined to be illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining provisions of the Plan,  and the Plan shall be construed and enforced as if such illegal or invalid provision had never been included in the Plan.", "output": "Plan" } ]

[ { "input": "The exercise price per share for the Stock covered by a Stock Option granted pursuant to this Section 5(a) shall be determined by the Administrator at the time of grant but shall not be less than 100 percent of the Fair Market Value on the date of grant.  In the case of an Incentive Stock Option that is granted to a Ten Percent Owner, the option price of such Incentive Stock Option shall be not less than 110 percent of the Fair Market Value on the grant date.", "output": "less than 100 percent" } ]

[ { "input": "The Borrower has implemented and maintains in effect policies and procedures intended to ensure compliance by the Borrower, its Subsidiaries and, when acting in such capacity, their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions, and the Borrower and its Subsidiaries are in compliance with Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions in all material respects. None of the Borrower, any of its Subsidiaries or to the knowledge of the Borrower any of their respective directors or officers is a Sanctioned Person.", "output": "Anti-Corruption Laws" } ]

[ { "input": "The purchase price of the Shares subject to the exercise of the Option shall be paid in full upon the exercise of the Option, either (i) in cash, (ii) in the discretion of the Committee, by tender of shares of Stock already owned by the Participant, (iii) through a net or cashless exercise (including broker-assisted cashless exercise) form of exercise as permitted by the Committee, or (iv) in the discretion of the Committee, by any combination of the payment methods specified in clauses (i), (ii) and (iii) hereof.", "output": "Committee" } ]

[ { "input": "Receipt by the Agent and the Lenders of Partner’s Form 10-K (including audited consolidated financial statements) filed with the SEC for the fiscal year ended December 31, 2015 and Partner’s Form 10-Q (including unaudited consolidated financial statements) filed with the SEC for the fiscal quarter ended September 30, 2016.", "output": "Partner" } ]

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

[ { "input": "Pursuant to Section 4.7 of the Employment Agreement, Employee will , subject to Employee’s compliance with the provisions of Section 7 of this Separation Agreement, receive payment in January 2018 of the “ 2017 Retention Bonus ”   thereunder in the amount of $ 6 75 , 675   (less applicable tax withholdings).", "output": "Section 7 of this Separation Agreement" } ]

[ { "input": "All communications and notices hereunder shall be in writing and given as provided in Section 10.01 of the Credit Agreement. All communications and notices hereunder to the Increasing Lender shall be given to it at the address set forth in its Administrative Questionnaire.", "output": "Section 10.01" } ]

[ { "input": "In connection with any payment to any holder or former holder of INOL Common Stock, each of 8687544 and the surviving entity shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of 8687544 Common Stock such amounts as may be required to be deducted or withheld there from under the Code or under any provision of state, local or foreign tax law or under any other applicable laws. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the person to whom such amounts would otherwise have been paid.", "output": "8687544" } ]

[ { "input": "The Borrower shall permit the State and any party designated by the State, at any and all reasonable times during construction of the Project and thereafter upon prior written notice, to examine, visit and inspect the property, if any, constituting the Project and to inspect and make copies of any accounts, books and records, including (without limitation) its records regarding receipts, disbursements, contracts, investments and any other matters relating thereto and to its financial standing, and shall supply such reports and information as the State may reasonably require in connection therewith.", "output": "State" } ]

[ { "input": "Employee will resign her employment effective October 28, 2016 (“Termination Date”). On the Termination Date, Employee shall receive payment for: (a) all salary earned through the Termination Date in the amount of Seven Thousand One Hundred Fifteen Dollars and Thirty-Eight Cents ($7,115.38); (b) unpaid bonus compensation earned in 2016 in the amount of Twenty Seven Thousand Eight Hundred Five Dollars and Thirty-Seven Cents ($27,805.37); and (c) all accrued, unused paid time off through the Termination Date in the amount of Thirty One Thousand Three Hundred Seven Dollars and Sixty-Nine Cents ($31,307.69).", "output": "Seven Thousand One Hundred Fifteen Dollars" } ]

[ { "input": "Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the assignee’s completed Administrative Questionnaire (unless the assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b) of this Section 9.04, any written consent to such assignment required by said paragraph (b) and all applicable tax forms required pursuant to Section 2.16(f), the Administrative Agent shall accept such Assignment and Assumption and record the information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.", "output": "this Section 9.04" } ]

[ { "input": "The registered holders, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Warrant 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 Warrant Agreement and hereby agrees to waive and not to assert the defense in any action for specific performance that a remedy at law would be adequate.", "output": "this Warrant Agreement" } ]

[ { "input": "You will be eligible for an annual target bonus of up to 50% of your base salary, based upon achievement of both corporate and individual goals, as agreed to between you and the Board. The determination of whether a bonus will be granted, and the amount of any such bonus, will be determined by the Company in its reasonable good faith discretion. All annual bonuses, if any, will be payable no later than March 15 of the year following the year in which they were earned. Please note that you must be employed on the date bonuses, if any, are paid, in order to be eligible for such a payment, as such bonuses also serve as retention incentives.", "output": "March 15 of the year following the year" } ]

[ { "input": "Subject to Sections 10(a), 10(b) and 10(c) of this Agreement, this Agreement and the 2018 Plan constitute the entire understanding between the Participant and the Company regarding the Award, and any prior and/or contemporaneous agreements, understandings, representations, discussions, commitments or negotiations concerning the Award, whether written or oral, are superseded. No oral statements or other prior written material not specifically incorporated into this Agreement, other than the 2018 Plan, shall be of any force or effect.", "output": "Company" } ]

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

[ { "input": "This Agreement shall terminate upon the earlier of (i) the tenth anniversary of the date of this Agreement or (ii) the date as of which (A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter by the Commission)) or (B) the Holders of all Registrable Securities are permitted to sell the Registrable Securities under Rule 144 (or any similar provision) under the Securities Act without limitation on the amount of securities sold or the manner of sale. The provisions of  Section 3.5  and  Article IV  shall survive any termination.", "output": "Rule 174" } ]

[ { "input": "As soon as administratively practicable after the end of the Performance Period, the Committee shall determine the level attained for each performance measure in accordance with the Performance Leverage Factor Grid. The Committee shall make the final determination with regard to the calculation of [the performance measures] for the Performance Period. The number of earned Restricted Shares shall be determined in accordance with the level of performance achieved.", "output": "the Performance Period" } ]

[ { "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": "This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns; provided , however , that (a) the Company may not delegate, assign or otherwise transfer any of its obligations under this Agreement without the prior written consent of the Clover Representative and (b) none of the Clover Parties may delegate, assign or otherwise transfer any of its obligations under this Agreement without the prior written consent of the Company.", "output": "Clover" } ]

[ { "input": "Neither the Company nor any Subsidiary, nor to the knowledge of the Company or any Subsidiary, any agent or other person acting on behalf of the Company or any Subsidiary, has (i) directly or indirectly, used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to foreign or domestic political activity, (ii) made any unlawful payment to foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns from corporate funds, (iii) failed to disclose fully any contribution made by the Company or any Subsidiary (or made by any person acting on its behalf of which the Company is aware) which is in violation of law, or (iv) violated in any material respect any provision of FCPA.", "output": "Subsidiary" } ]

[ { "input": "Section 7.03 of the Financing Agreement is hereby amended by deleting the Total Leverage Ratio of \"2.98:1.00\" for December 31, 2016 and substituting the Total Leverage Ratio of \"3.25:1.00\"in its place.", "output": "Section 7.03" } ]

[ { "input": "Letter Agreement No. AAL-PA-1977-LA-1502819 entitled “[*CTR]” is hereby incorporated into and made a part of the Purchase Agreement.", "output": "the Purchase Agreement" } ]

[ { "input": "Notwithstanding any provision of this Agreement to the contrary, the parties’ respective rights and obligations under Sections 1, 3(c), 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15 16, 17, 19 and 20 will survive any termination or expiration of this Agreement or the termination of the Executive’s employment following a Change in Control for any reason whatsoever.", "output": "5" } ]

[ { "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": "The issuance and sale after the Closing Date by Borrower or any of its Subsidiaries of any equity securities of such Person (other than equity securities issued to Borrower or any one or more of its Subsidiaries in their respective Subsidiaries), and the contribution of additional equity capital to Borrower.", "output": "Borrower" } ]

[ { "input": "The company will reimburse the Executive, on a monthly basis, for the cost of temporary housing in the Indianapolis area for 6 months. The Monthly amount is not to exceed $2,500. The Executive will be responsible for providing evidence of the cost of the temporary housing via the Company’s normal expense system in order to receive the reimbursement. Per IRS regulations, temporary housing paid by the Company is considered taxable earnings and will be included in the Executive’s year-end earnings totals and will be subject to income tax withholding. The company will pay for hotel accommodations during the Executive’s first two weeks of employment while you secure more longer-term housing in Indianapolis as is outlined in the Company’s Travel and Entertainment Policy standards.", "output": "Indianapolis" } ]

[ { "input": "You will accrue paid time off each pay period (every two weeks) to earn a maximum of 28 PTO days in your first year of employment.  You may generally begin to use your PTO days after 60 days of your start date.  PTO is inclusive of all personal, sick and vacation days, and does not roll over across calendar years. The Company also observes 9 holidays throughout the year (holiday pay will apply).", "output": "every two weeks" } ]

[ { "input": "This Agreement shall be governed by, and construed in accordance with, the laws of the State of Nevada, regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof.", "output": "Nevada" } ]

[ { "input": "Notwithstanding any other provision of this Agreement, this Agreement shall terminate automatically upon the occurrence of Executive’s death. In addition, the Company shall have the right, at any time after Executive shall have become disabled, to terminate this Agreement immediately. For purposes of this Agreement, Executive shall be deemed to have become “disabled” when, by reason of physical or mental illness, incapacity or disability, Executive shall fail to perform Executive’s duties hereunder for one continuous period of ninety (90) days or more, or shorter periods aggregating one hundred twenty (120) days or more, within any period of twelve (12) consecutive months; provided , however , that any days of disability separated by ten (10) or fewer days shall be considered continuous.", "output": "ninety (90) days" } ]

[ { "input": "Headings are given to the Sections and subsections of the Option Agreement solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of the Option Agreement or any provision thereof.", "output": "the Option Agreement" } ]

[ { "input": "In the event of any inconsistency between the provisions of this Agreement and the ISDA Definitions, this Agreement will prevail. In the event of any inconsistency between the provisions of the Credit Support Documents, if any, and the ISDA Definitions, the Credit Support Documents will prevail. In the event of any inconsistency between the provisions of any Confirmation and this Agreement or the ISDA Definitions, the Confirmation will prevail for the purpose of the relevant Transaction.", "output": "ISDA" } ]

[ { "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": "the first and 16 th calendar days" } ]

[ { "input": "The DSKX, PHMD and the Radiancy Group shall have complied with all conditions, covenants and agreements on their part to be complied with or performed under this Agreement.", "output": "PHMD" } ]

[ { "input": "Each Lender acknowledges that all information, including requests for waivers and amendments, furnished by the Borrowers or the Agent pursuant to or in connection with, or in the course of administering, this Agreement will be syndicate-level information, which may contain MNPI. Each Lender represents to the Borrowers and the Agent that (i) it has developed compliance procedures regarding the use of MNPI and that it will handle MNPI in accordance with such procedures and applicable law, including Federal, state and foreign securities laws, and (ii) it has identified in its Administrative Questionnaire a credit contact who may receive information that may contain MNPI in accordance with its compliance procedures and applicable law, including Federal, state and foreign securities laws.", "output": "Federal" } ]

[ { "input": "Each of Buyer and Seller hereby agree to pay one-half of any and all transfer, documentary, sales, use, stamp, recording, value added, registration and other similar Taxes, and all conveyance fees, recording fees and other similar charges, in each case, incurred in connection with the consummation of the transactions contemplated by this Agreement (collectively, “ Transfer Taxes ”) and to protect, defend, indemnify and hold harmless the other Party and its Affiliates from and against any and all Transfer Taxes so incurred. For the avoidance of doubt, Transfer Taxes do not include any similar taxes incurred in connection with the transfer of the Purchased Assets to the Company by Enterprise pursuant to the Enterprise Purchase Agreement.", "output": "the Enterprise Purchase Agreement" } ]

[ { "input": "The entire principal balance of this Note, together with all accrued interest thereon, shall be due and payable on December 30, 2019, unless (a) accelerated as set forth in Section 7, (b) the Holder, in its sole and absolute discretion, exercises its Lender Conversion Option, in whole, pursuant to Section 2.2.2 of the Loan Agreement prior to December 30, 2019, or (c) Borrower exercises its Borrower Conversion Option pursuant to Section 2.2.5 of the Loan Agreement (the “Maturity Date”).", "output": "the Loan Agreement" } ]

[ { "input": "This Non-Employee Share and Cash Award Plan and each Award Agreement shall be governed by the laws of England and Wales without regard to any conflict of laws principles and the English courts will have exclusive jurisdiction in respect of all disputes arising under or in connection with the Non-Employee Share and Cash Award Plan and any Awards.", "output": "England" } ]

[ { "input": "Promptly (not later than 5 Business Days) notify Agent upon any Person becoming a Subsidiary and, if such Person is not a Foreign Subsidiary (other than a Foreign Subsidiary that is no longer designated a Immaterial Foreign Subsidiary), cause it to guaranty the Obligations in a manner satisfactory to Agent, and to execute and deliver such documents, instruments and agreements and to take such other actions as Agent shall require to evidence and perfect a Lien in favor of Agent on all assets of such Person, including delivery of such legal opinions, in form and substance reasonably satisfactory to Agent, as it shall deem appropriate.", "output": "later than 5 Business Days" } ]

[ { "input": "Subject to Section 16.3, the Board may, at any time and from time to time, alter, amend, suspend, discontinue or terminate this Plan in whole or in part without the approval of the Company’s stockholders, except that any amendment or alteration shall be subject to the approval of the Company’s stockholders if (a) such stockholder approval is required by any federal or state law or regulation or the rules of any stock exchange or automated quotation system on which the Shares may then be listed or quoted, or (b) the Board, in its discretion, determines to submit such amendments or alterations to stockholders for approval. The Board may delegate to the Committee any or all of the authority of the Board under this Section 16.1.", "output": "Board" } ]

[ { "input": "Set forth in Part B of Schedule  3.16 of the Disclosure Supplement is a complete and correct list of all Investments (other than Investments disclosed in said Part A of Schedule  3.16 and other than Investments of the types referred to in clauses  (b) through (m)  of Section  6.04 ) held by GEO or any of its (i) Subsidiaries in GEO or any Restricted Subsidiary or (ii) Restricted Subsidiaries in any Person, in each case on the date hereof and, for each such Investment, (x) the identity of the Person or Persons holding such Investment and (y) the nature of such Investment. Except as disclosed in said Part B of Schedule  3.16 , each of GEO and its Subsidiaries owns, free and clear of all Liens (other than Liens created pursuant to the Security Documents), all such Investments.", "output": "GEO" } ]

[ { "input": "The Company represents and warrants that no person, other than a holder of the Registrable Securities and the representative of the underwriters of the Company’s initial public offering, has any right to require the Company to register any shares of the Company’s capital stock for sale or to include shares of the Company’s capital stock in any registration filed by the Company for the sale of shares of capital stock for its own account or for the account of any other person. Further, the Company represents and warrants that this Agreement supersedes any other registration rights agreement or agreement with similar terms and conditions and in the event of a conflict between any such agreement or agreements and this Agreement, the terms of this Agreement shall prevail.", "output": "Company" } ]

[ { "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": "Pledgor" } ]

[ { "input": "The RSUs will vest according to the vesting schedule in the Grant Notice except that any fraction of an RSU that would otherwise be vested will be accumulated and will vest only when a whole RSU has accumulated.  In the event of Participant’s Termination of Service for any reason, all unvested RSUs will immediately and automatically be cancelled and forfeited, except as otherwise determined by the Administrator or provided in a binding written agreement between Participant and the Company.  Dividend Equivalents (including any Dividend Equivalent Account balance) will vest or be forfeited, as applicable, upon the vesting or forfeiture of the RSU with respect to which the Dividend Equivalent (including the Dividend Equivalent Account) relates.", "output": "Participant" } ]

[ { "input": "Neither Seller, nor any Affiliate of Seller nor any Person that directly or indirectly owns ten percent (10%) or more of the outstanding equity in Seller (collectively, the “ Seller Persons ”), is, or has been determined by the U.S. Secretary of the Treasury to be acting on behalf of, a Blocked Person, or has otherwise been designated as a Person (i) with whom an entity organized under the laws of the United States is prohibited from entering into transactions or (ii) from whom such an entity is prohibited from receiving money or other property or interests in property, pursuant to the Executive Order or otherwise. In addition, no Seller Person is located in, or operating from, a country subject to U.S. economic sanctions administered by OFAC.", "output": "Seller" } ]

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

[ { "input": "Both Lessor and Lessee and their respective legal counsel have reviewed and have participated in the preparation of this Facilities Lease.", "output": "Lessor" } ]

[ { "input": "If a taking renders the Building reasonably and materially unsuitable for the Permitted Use, either Landlord or Tenant may terminate this Lease as of the date title to condemned real estate vests in the condenutor by written notice to the other. If this Lease is not terminated after a condemnation, then Gross Rent will be equitably reduced in proportion to the area of the Premises that has been taken for the balance of the Term. Tenant may make a claim against the condemnor for moving expenses to the extent that such claim does not reduce the sums otherwise payable by the condemnor to Landlord.", "output": "Landlord" } ]

[ { "input": "Pay and discharge promptly when due all material Taxes imposed upon it or upon its income or profits or in respect of its property, before the same shall become delinquent or in default, as well as all lawful claims which, if unpaid, might give rise to a Lien (other than a Permitted Lien) upon such properties or any part thereof; provided , however , that such payment and discharge shall not be required with respect to any such Tax so long as (a) the validity or amount thereof shall be contested in good faith by appropriate proceedings and (b) the Borrower or the affected Subsidiary, as applicable, shall have set aside on its books reserves in accordance with GAAP with respect thereto.", "output": "GAAP" } ]

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

[ { "input": "The Investor acknowledges and agrees that the Exchanges have been, are being or will be, as applicable, made in reliance upon the exemption from registration provided by Section 4(a)(2) and Rule 144(d)(3)(ii) of the 1933 Act and the securities of the Company being issued to the Investor in such exchanges will be issued exclusively in exchange for the surrender and cancellation of the Existing 2016 Note, Existing Series B Note, Exchange Preferred Shares and Exchange Warrants and no other consideration has or will be paid for the New Securities to effect such exchanges hereunder or under the 2017 Exchange Agreement.", "output": "2016" } ]

[ { "input": "Set forth in Part B of Schedule  3.16 of the Disclosure Supplement is a complete and correct list of all Investments (other than Investments disclosed in said Part A of Schedule  3.16 and other than Investments of the types referred to in clauses  (b) through (m)  of Section  6.04 ) held by GEO or any of its (i) Subsidiaries in GEO or any Restricted Subsidiary or (ii) Restricted Subsidiaries in any Person, in each case on the date hereof and, for each such Investment, (x) the identity of the Person or Persons holding such Investment and (y) the nature of such Investment. Except as disclosed in said Part B of Schedule  3.16 , each of GEO and its Subsidiaries owns, free and clear of all Liens (other than Liens created pursuant to the Security Documents), all such Investments.", "output": "the Security Documents" } ]

[ { "input": "Upon termination of the Executive’s employment for any reason, unless otherwise specified in a written agreement between the Executive and the Company, the Executive shall be deemed to have resigned from all offices, directorships, and other employment positions if any, then held with the Company (including without limitation, from the Board), and shall take all actions reasonably requested by the Company to effectuate the foregoing.", "output": "Company" } ]

[ { "input": "This Agreement supersedes and replaces all prior agreements and understandings between the Company and the Unitholder with respect to such grant of equity in the Company to the Unitholder. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and neither this Agreement nor any provision hereof may be waived, modified, amended or terminated except by a written agreement signed by the parties hereto.", "output": "Company" } ]

[ { "input": "Iovance shall arrange for the examination of the Product or Iovance Materials by recipient as soon as practicable after receipt. Notice of all claims arising out of: (1) visible damage to or total or partial loss of Product in transit or (2) non-delivery shall be given in writing to Company and the carrier as soon as possible by Iovance or Iovance’s designee.", "output": "Iovance" } ]

[ { "input": "Capitalized terms used but not defined in this Agreement are defined in Appendix A to the Sale and Servicing Agreement, dated as of November 1, 2017, among Ford Credit Auto Owner Trust 2017-C, 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.", "output": "Ford Motor Credit Company LLC" } ]

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

[ { "input": "Any invoices issued by QIAGEN pursuant to this Agreement, including Section 6.1 or Section 6.2, shall be paid in accordance with this Section 6.3.", "output": "QIAGEN" } ]

[ { "input": "Subject to the terms and conditions set forth in this Agreement, the Company hereby grants to the Employee an option (“Option”) to purchase 2,500,000 shares of common stock of the Company (“Option Shares”) at an exercise price of $3.00 per Share (the “Option Price”). The Option shall become exercisable according to Paragraph 2 below.", "output": "3.00" } ]

[ { "input": "Promptly after the Commencement Date the Parent shall issue to the Executive (i) 3,000,000 restricted shares of its common stock registered in the name of the Executive or his nominee(s) and grant the Executive an option (the “Option”) to purchase an additional 1,000,000 restricted shares of the Parent’s common stock at an exercise price of $0.15 per share, which Option may be exercised in whole or in part from time to time, during the period commencing August 1, 2016 and ending on July 31, 2020. The terms and conditions of the Option shall be as set forth in the Option Agreement annexed hereto as Exhibit B.", "output": "Executive" } ]

[ { "input": "Any payment made in good faith to a Participant or the Participant’s Beneficiary shall, to the extent thereof, be in full satisfaction of all claims against the Committee, its members and the Company.  The Committee may require such Participant or Beneficiary, as a condition precedent to such payment, to execute a receipt and release to such effect.", "output": "Committee" } ]

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

[ { "input": "The chief executive office of such Grantor is, on the date of this Agreement, located at the address indicated on Annex A hereto for such Grantor. During the period of the four calendar months preceding the date of this Agreement, the chief executive office of such Grantor has not been located at any address other than that indicated on Annex A in accordance with the immediately preceding sentence, in each case unless each such other address is also indicated on Annex A hereto for such Grantor.", "output": "Grantor" } ]

[ { "input": "This Agreement shall be binding upon and inure to the benefit of the parties and their respective heirs, personal representatives, legal representatives, successors and permitted assigns. Executive shall not assign this Agreement. However, the Company is expressly authorized to assign this Agreement to a Company Affiliate upon written notice to Executive, provided that (a) the assignee assumes all of the obligations of the Company under this Agreement, (b) Executive’s role when viewed from the perspective of Company Affiliates in the aggregate is comparable to such role immediately before the assignment, and (c) the Company, for so long as an affiliate of the assignee, remains secondarily liable for the financial obligations hereunder.", "output": "Executive" } ]

[ { "input": "Mr. Fortnum acknowledges and agree that his simultaneous execution and delivery of the Confidentiality Agreement is a condition precedent for his eligibility to receive the benefits set forth in Section 3 above.  Sections 2, 3 and 4 of this Agreement shall survive and continue in full force and effect in accordance with their respective terms.", "output": "Section 3" } ]

[ { "input": "The consummation of the transaction contemplated herein (“ Closing ”) shall occur on the Closing Date at the offices of the Escrow Agent. The Closing may be held through an escrow closing arrangement, or effected via a “mail away” closing (i.e. in which funds are sent via wire transfer and closing documents are delivered via overnight delivery or courier delivery service to the Escrow Agent).", "output": "the Escrow Agent" } ]

[ { "input": "The interpretation, performance, and enforcement of the Plan will be governed by the laws of the State of Texas, without giving effect to the principles of conflict of laws thereof and all parties, including their successors and assigns, consent to the jurisdiction of the state and federal courts of Texas.", "output": "Texas" } ]

[ { "input": "If a distribution is to be made to a minor, or to a person who is otherwise incompetent, as determined by the Committee, then the Committee may, in its discretion, make such distribution: (i) with respect to a minor, to the legal guardian, or if none, to a parent of such minor payee with whom the payee maintains his or her residence, or (ii) with respect to a person who is otherwise incompetent, to the conservator or committee or, if none, to the person having custody of such incompetent payee. Any such distribution shall fully discharge the Committee, the Company, and the Plan from further liability on account thereof.", "output": "Company" } ]

[ { "input": "Executive shall receive four installment payments (on July 22, August 5, August 19, September 2) equal to Executive's current base salary through October 2016, equaling a total of Twenty-Nine Thousand Two Hundred Thirty-One Dollars and 88/100 ($29,230.88) (the \" Salary Amount \") minus all relevant taxes and other withholdings to be paid according to the Company's regular payroll practices starting on the first pay period following the Effective Date but no later than 60 days following the Separation Date. Notwithstanding the foregoing, no payment shall be made or begin before the Effective Date of this Agreement.", "output": "Twenty-Nine Thousand Two Hundred Thirty-One Dollars" } ]

[ { "input": "If a Change in Control occurs when Executive is employed by the Company, the Company will continue thereafter to employ Executive during the period commencing on the date of a Change in Control and ending on the first anniversary of such date (the “Employment Period”), and thereafter in accordance with Section 2 of this Agreement, and the Executive will remain in the employ of the Company in accordance with and subject to the terms and provisions of this Agreement.", "output": "Executive" } ]

[ { "input": "This Agreement supercedes all prior agreements and understandings (including, without limitation, any verbal agreements, offer letters or summaries of principal terms pertaining to the employment of Executive by the Employer) between Executive and the Employer and/or its affiliates regarding the terms and conditions of Executive’s employment with the Employer and/or its affiliates; provided , however , that the Equity Documents shall govern the terms and conditions of Executive’s equity holdings in the Company.", "output": "the Equity Documents" } ]

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

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