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contracts-extraction-instruction-llm-experiments

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[ { "input": "Notwithstanding any other provision of the Plan, all compensation awarded under the Plan and Prior Plans is subject to recovery or other penalties pursuant to (i) any clawback policy of the Company, as may be adopted or amended from time to time, and (ii) any applicable law, rule or regulation or applicable stock exchange rule, including, without limitation, Section 304 of the Sarbanes-Oxley Act of 2002, Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, Section 10D of the Securities Exchange Act of 1934 and any applicable stock exchange listing rule adopted pursuant thereto. By accepting an Award hereunder, the Participant agrees to such recovery or other penalties.", "output": "Section 304 of the Sarbanes-Oxley Act" } ]

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

[ { "input": "In the event of any conflict between the provisions of the Lease, as previously amended, and the provisions of this Amendment, the provisions of this Amendment shall control. As amended hereby, all of the terms, covenants and conditions of the Lease as heretofore in effect shall remain in full force and effect after the date hereof and are hereby ratified and confirmed in all respects.", "output": "Lease" } ]

[ { "input": "This Agreement, including any schedules hereto and the Distribution Agreement, shall constitute the entire agreement between the Parties with respect to the subject matter hereof and shall supersede all previous negotiations, commitments, course of dealings and writings with respect to such subject matter. In the event and to the extent that there shall be a conflict between the provisions of this Agreement and the provisions of the Distribution Agreement, this Agreement shall control unless specifically stated otherwise in this Agreement. In the event and to the extent that there shall be a conflict between the provisions of this Agreement and the provisions of any other Ancillary Agreement, this Agreement shall control unless specifically stated otherwise in this Agreement.", "output": "the Distribution Agreement" } ]

[ { "input": "The Award is subject to the restrictions on transferability set forth in Section 15(b) of the Plan. In addition, with respect to any RSU Shares delivered upon settlement of the RSUs, the Grantee agrees to comply with any written holding requirement policy adopted by the Company for employees.", "output": "Company" } ]

[ { "input": "Keep its principal place of business and chief executive office, and the offices where it keeps its Records (and all original documents relating thereto), at the address(es) of such Originator referred to in Annex 1 or, upon ten (10) days’ prior written notice to the Administrative Agent, at such other locations in jurisdictions where all action required by Section 9.06 of the Loan and Security Agreement shall have been taken and completed.", "output": "the Loan and Security Agreement" } ]

[ { "input": "Since March 31, 2019, there shall not have been a Company Material Adverse Effect (as defined in the Plan Funding Agreement) prior to the signing of the Plan Funding Agreement.", "output": "March 31, 2019" } ]

[ { "input": "Unless otherwise consented to by Access Capital, Access Capital shall not be obligated to make any Advances until the conditions precedent set forth on Exhibit B attached hereto shall have been satisfied (this Agreement, the documents listed on Exhibit B and any and all other documents, instruments and agreements from time to time entered into by the Companies and/or any Responsible Party (as hereafter defined) in favor of Access Capital are collectively referred to as the “Transaction Documents”).", "output": "Access Capital" } ]

[ { "input": "After giving effect to the special allocations set forth in Section  5.3 and Section  5.4 , and any allocation of Profits set forth in Section  5.2(b ) , Profits for any Allocation Year shall be allocated among the Members in proportion to their respective Percentage Interests.", "output": "Section  5.4" } ]

[ { "input": "The Committee shall have the power to accelerate the time at which an Award may first be exercised or the time during which an Award or any part thereof will vest in accordance with the Plan, notwithstanding the provisions in the Award stating the time at which it may first be exercised or the time during which it will vest.", "output": "first" } ]

[ { "input": "The initial term of employment under this Agreement (the “ Initial Term ”) shall be for the period beginning on the Effective Date and ending on February 22, 2018, unless earlier terminated as provided in Section 4.  The Initial Term shall automatically be extended for successive one year periods (each, an “ Extension Term ” and, collectively with the Initial Term, the “ Term ”), unless either party hereto gives notice of non-extension to the other no later than 90 days prior to the expiration of the then-applicable Term.", "output": "90 days" } ]

[ { "input": "Each Participant and Beneficiary entitled to benefits under the Plan is responsible for advising the Committee of his or her current mailing address. If benefit payments are returned to the Plan or are not presented for payment after a reasonable amount of time, the Committee shall presume that the payee is missing. The Committee, after taking reasonable and appropriate steps to locate the payee, shall stop payment on any uncashed checks and shall make no further distributions until contact with the payee is restored.", "output": "Committee" } ]

[ { "input": "If any Lender shall fail to make any payment required to be made by it pursuant to ‎ Section 2.04(e) ,   Section 2.05(a) ,   Section 2.16(e) ,   Section 2.18(c) , or Section 9.03(c) , then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid.", "output": "Section 2.04(e)" } ]

[ { "input": "Any notice under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally or when deposited in the United States mail, registered, postage prepaid, and addressed, in the case of the Company, to the Company's Secretary at Federated National Holding Company, 14050 N.W. 14 th Street, Suite 180, Sunrise, Florida  33323, or if the Company should move its principal office, to such principal office, and, in the case of the Recipient, to the Recipient's last permanent address as shown on the Company's records, subject to the right of either party to designate some other address at any time hereafter in a notice satisfying the requirements of this Section.", "output": "14050" } ]

[ { "input": "Such Investor has had an opportunity to receive all information related to the Company requested by it and to ask questions of and receive answers from the Company regarding the Company, its business and the terms and conditions of the offering of the Securities. Such Investor acknowledges receipt of copies of the SEC Filings. Neither such inquiries nor any other due diligence investigation conducted by such Investor shall modify, amend or affect such Investor’s right to rely on the Company’s representations and warranties contained in this Agreement.", "output": "Company" } ]

[ { "input": "(x) The representations and warranties of New Stone contained in Article VI hereof shall be true and correct, in the case of representations and warranties which are qualified as to materiality, and shall be true and correct in all material respects, in the case of representations and warranties that are not so qualified, and (y) New Stone shall have complied in all material respects with all of their agreements set forth herein to be performed or satisfied at or prior to the Closing Date.", "output": "New Stone" } ]

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

[ { "input": "Assignors and Assignees shall execute and deliver from time to time hereafter, upon reasonable request of the other party, all such further documents and instruments, and shall do and perform all such acts as may be necessary or reasonably requested by the other party, to give full effect to the intent and meaning of this Bill of Sale.", "output": "this Bill of Sale" } ]

[ { "input": "A fee equal to one-quarter of one percent (0.25%) per annum on the daily average of the Maximum Revolver Amount reduced by outstanding Advances and Letter of Credit Usage, which fee will be calculated on a monthly basis by Lender and will be due and payable in arrears on the first day of each month and on the Termination Date.", "output": "the first day of each month" } ]

[ { "input": "Any dispute or controversy arising under or in connection with this Plan or the Covered Executive’s employment by the Company shall be settled exclusively by arbitration, conducted by a single arbitrator sitting in Wyomissing, Pennsylvania in accordance with the laws of the Commonwealth of Pennsylvania and the procedures of the National Arbitration Association before a single arbitrator. The determination of the arbitrator shall be conclusive and binding on the Company (or its affiliates, where applicable) and the Covered Executive and judgment may be entered on the arbitrator’s award in any court having jurisdiction. The Company shall bear all the costs of any arbitration, and each party will bear its own attorney’s fees and costs.", "output": "the Covered Executive’s" } ]

[ { "input": "The COMPANY may withhold from any amounts payable under this Separation Agreement all federal, state, city or other taxes as that it is required to withhold pursuant to any applicable law, regulation or ruling. Notwithstanding any other provision of this Separation Agreement, the COMPANY shall not be obligated to guarantee any particular tax result for you with respect to any payment provided to you hereunder, and you shall be responsible for any taxes imposed on you with respect to any such payment.", "output": "this Separation Agreement" } ]

[ { "input": "The rights and duties of Civista and the Participant under this Agreement shall in all respects be subject to and governed by the provisions of the Plan, the terms of which are incorporated herein by reference.  In the event of any conflict between the provisions in the Agreement and those of the Plan, the provisions of the Plan shall govern.  Unless otherwise provided herein, capitalized terms in this Agreement shall have the same definitions as set forth in the Plan.", "output": "Plan" } ]

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

[ { "input": "This Agreement has been duly and validly authorized, executed and delivered on behalf of such Purchaser and is a valid and binding agreement of such Purchaser enforceable against such Purchaser in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity.", "output": "Purchaser" } ]

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

[ { "input": "Seller acknowledges that Buyer has afforded Seller reasonable access and documentation, and further, Buyer shall cause its officers to, afford, Seller reasonable access during regular business hours to its books or records as they relate to the Transaction.", "output": "Buyer" } ]

[ { "input": "Nothing herein will be deemed or construed to represent an admission by Executive, the Company, Eagle International, or any of the Eagle Parties of any violation of law or other wrongdoing of any kind whatsoever.", "output": "Eagle" } ]

[ { "input": "Such Financier shall have received an independent insurance brokers’ report and certificate(s) of insurance, in form and substance reasonably satisfactory to such Financier as to the due compliance with the terms of Section 10 of the Lease relating to insurance with respect to such Aircraft and, if applicable, a certificate, in form and substance reasonably acceptable to such Financier, signed by the Treasurer, Chief Financial Officer, the President, a Vice President or General Counsel of the Lessee confirming indemnification or insurance provided by the United States and evidence of such indemnification or insurance, if any.", "output": "Lessee" } ]

[ { "input": "Maintain proper books of record and account, in which full, true and correct entries in conformity with GAAP consistently applied shall be made of all financial transactions and matters involving the assets and business of the Borrowers or such Subsidiary, as the case may be; and (b) maintain such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over the Borrowers or such Subsidiary, as the case may be.", "output": "GAAP" } ]

[ { "input": "In exercising the privileges granted by this permit, the holder shall comply with all present and future federal laws and regulations and all present and future state, county, and municipal laws, regulations, and other legal requirements that apply to the permit area, to the extent they do not conflict with federal law, regulation, or policy.  The Forest Service assumes no responsibility for enforcing laws, regulations, and other legal requirements that fall under the jurisdiction of other governmental entities.", "output": "The Forest Service" } ]

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

[ { "input": "If the Building contains a tenant name directory, Landlord shall include Tenant's name and location in the Building on one (1) line on the Building directory. The initial cost of such directory signage shall be paid for by Landlord, but any subsequent charges thereto shall be at Tenant's cost.", "output": "Landlord" } ]

[ { "input": "Except for the conveyances and grants of security interests pursuant to this Agreement and the other Transaction Documents, the Bank shall not sell, pledge, assign or transfer the Receivables or other property transferred to the Depositor to any other Person, or grant, create, incur, assume or suffer to exist any Lien (other than Permitted Liens) on any interest therein, and the Bank shall defend the right, title and interest of the Depositor in, to and under such Receivables or other property transferred to the Depositor against all claims of third parties claiming through or under the Bank.", "output": "Bank" } ]

[ { "input": "Any notice required to be delivered to the Company under this Award Agreement shall be in writing and addressed to the General Counsel of the Company at the Company’s principal corporate offices. Any notice required to be delivered to the Participant under this Award Agreement shall be in writing and addressed to the Participant at the Participant’s address as shown in the records of the Company at the time such notice is to be delivered. Either party may designate another address in writing (or by such other method approved by the Company) from time to time.", "output": "this Award Agreement" } ]

[ { "input": "A grantee shall have the right to receive dividends declared on his shares of Restricted Stock; provided , however , if the vesting of a Restricted Stock Award is subject to the achievement of performance goals, any dividends paid by the Company with respect to the Restricted Stock Award prior to the attainment of such performance goals shall accrue and shall not be paid to the grantee until and only to the extent the performance goals are attained and the Restricted Stock Award is earned.", "output": "Restricted Stock" } ]

[ { "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": "UCP" } ]

[ { "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": "ERISA" } ]

[ { "input": "Commencing on the Expansion Commencement Date, the Security Deposit shall be increased by $931,073.52 to $1,948,961.52 and Tenant shall promptly deliver to Landlord either an additional or an amended letter of credit to reflect the aforementioned increase. Additionally, the Security Deposit reduction referenced in Section 18.3 of the Lease shall be increased by $310,357.84 to $649,653.84, resulting in a Security Deposit of $1,299,307.68 following the reduction. In the event that the Security Deposit is so reduced, Tenant shall provide Landlord with a replacement letter of credit in the amount of $1,299,307.68 and Landlord will promptly return the original letter of credit to Tenant.", "output": "310,357.84" } ]

[ { "input": "On or before June 30, 2018, the Company may effect a reverse stock split of its capital stock that would result in a per share price for its Common Stock of between $8.00 and $12.00 per share, as determined at the time that the reverse stock split ratio is established by reference to the most recent closing price of the Common Stock on the Nasdaq Capital Market, and the Holders hereby consent to such reverse stock split. In the event that such reverse stock split would result in less than 1,000,000 shares remaining in the Company’s public float, the Company may cause a reverse stock split at the highest ratio that would result in at least 1,000,000 shares remaining in the public float.", "output": "less than 1,000,000" } ]

[ { "input": "The Borrower shall have the right, upon not less than three Business Days’ notice to the Administrative Agent, to terminate the Revolving Commitments or, from time to time, to reduce the amount of the Revolving Commitments; provided that no such termination or reduction of Revolving Commitments shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Loans and Swingline Loans made on the effective date thereof, the Total Revolving Extensions of Credit would exceed the Total Revolving Commitments. Any such reduction shall be in an amount equal to any whole multiple of $1,000,000.", "output": "1,000,000" } ]

[ { "input": "You agree that you will hold in trust and confidence all Confidential Information and will not disclose to others, directly or indirectly, any Confidential Information or anything relating to such information without the prior written consent of the Company, except as maybe necessary in the course of your business relationship with the Company. You further agree that you will not use any Confidential Information without the prior written consent of the Company, except as may be necessary in the course of your business relationship with the Company, and that the provisions of this Section 7.4 shall survive termination of this Agreement.", "output": "this Section 7.4" } ]

[ { "input": "ACTIVE LAB shall have been furnished with certificates dated the Closing Date and signed by duly authorized executive officers of BLKG, to the effect that no litigation, proceeding, investigation or inquiry is pending, or to the best knowledge of BLKG threatened, which might result in an action to enjoin or prevent the consummation of the transactions contemplated by this Agreement or, to the extent not disclosed in the BLKG’s filings with the Securities and Exchange Commission, by or against BLKG, which might result in any material adverse change in any of the assets, properties or operations of BLKG.", "output": "BLKG" } ]

[ { "input": "EXCEPT WITH RESPECT TO THIRD PARTY CLAIMS OR ANY LOSSES ARISING AS A RESULT OF ANY GROSS NEGLIGENCE OR WILLFUL MISCONDUCT BY THE OTHER PARTY, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT, WHETHER BASED ON TORT OR BREACH OF CONTRACT OR OTHER BASIS, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.", "output": "THIRD" } ]

[ { "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": "Commission" } ]

[ { "input": "Sellers shall not receive a credit at the Closing for any insurance, tax or other reserves, escrows and/or such deposits held by HUD or the HUD servicer, it being understood that Sellers shall be entitled to pursue a refund of such amounts directly from HUD or the HUD servicer; provided , however , that to the extent available at Closing, Sellers agree that Sellers shall make such funds available to New Master Tenant and the Operators to satisfy their reserve requirements under the Master Lease; provided , further , however , that Owner Sellers shall be entitled to retain any replacement reserve funds in excess of Five Hundred and 00/100 Dollars ($500.00) per bed per Facility to the extent refunded by HUD or the HUD servicer.", "output": "Five Hundred and 00/100 Dollars" } ]

[ { "input": "THIS FIRST AMENDMENT AND ALL MATTERS ARISING UNDER OR IN ANY MANNER RELATING TO THIS FIRST AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICT PROVISION OR RULE (WHETHER OF THE STATE OF NEW YORK OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HERETO SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAW. IN THE EVENT OF ANY CONFLICTS BETWEEN THIS FIRST AMENDMENT AND THE INDENTURE, THE INDENTURE SHALL GOVERN.", "output": "FIRST" } ]

[ { "input": "In partial consideration of the Employee’s services to be rendered hereunder, the Company shall pay to the Employee, as base compensation, a salary of $42,000.00 US per year, payable in equal monthly installments of $3,500.00 US (paid in company stock) on the 1st day of each month during the term of the Employee’s employment hereunder, pro rated for any partial employment period.", "output": "3,500.00" } ]

[ { "input": "The execution, delivery and performance of the Loan Documents, and the consummation of the transactions contemplated thereby, do not (i) conflict with, result in a violation of, or constitute a default under (A) any provision of the Constituent Documents (if any) or other instrument binding upon any Obligor, (B) any law, governmental regulation, court decree or order applicable to any Obligor, or (C) any material contractual obligation, agreement, judgment, license, order or permit applicable to or binding upon any Obligor, (ii) require the consent, approval or authorization of any third party or (iii) result in or require the creation of any lien, charge or encumbrance upon any Property of any Obligor, except as may be expressly contemplated in or permitted under the Loan Documents.", "output": "the Loan Documents" } ]

[ { "input": "As of the Fourth Amendment Effective Date (as defined below), and subject to the terms and conditions hereof, Schedules 1 , 2 , 3 , 5.8 , 5.9 , 6.1 , 6.4 , 6.9 , 6.11 , 6.16 , and 6.18 to the Credit Agreement are hereby amended and restated in their entirety in the forms attached hereto as Annex C.", "output": "6.11" } ]

[ { "input": "The Company and its board of directors have taken or will take prior to the Commencement Date all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Certificate of Incorporation or the laws of the state of its incorporation, other than Section 203 of the Delaware General Corporation Law, which is or could become applicable to the Buyer as a result of the transactions contemplated by this Agreement, including, without limitation, the Company’s issuance of the Securities and the Buyer’s ownership of the Securities.", "output": "Buyer" } ]

[ { "input": "Landlord has designated Jennifer Hallinan as Landlord’s sole representative with respect to the matters set forth in this Tenant Work Letter, who, until further notice to Tenant, shall have full authority and responsibility to act on behalf of Landlord as required in this Tenant Work Letter.", "output": "Landlord" } ]

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

[ { "input": "Subject to the terms and conditions of this Agreement, on September 30, 2016 or such earlier date as Buyer and the Company may agree (the “ Closing Date ”), Company shall issue and sell to Buyer, and Buyer shall purchase in two equal tranches, a number of newly-issued shares of common stock of the Company equal to a total of 19.9% of the total number of issued and outstanding shares of common stock of the Company, as measured on the date of this Agreement, for a price of $0.45 per share (the shares to be purchased, the “ Shares ”).  The first tranche will be purchased at the closing date and the second tranche must be purchased by December 31, 2016.", "output": "Company" } ]

[ { "input": "Upon the Executive's death during the Contract Period, the Executive shall be entitled to the benefits of any life insurance policy paid for by the Company which provides, permits and allows the Executive to name a beneficiary other than the Company, but his estate shall not be entitled to any further benefits under this Agreement or any other life insurance policy, except for such policies or benefits customarily provided to employees of the Bank.", "output": "Company" } ]

[ { "input": "A ratio of EBITDAR (earnings before interest, taxes, depreciation, amortization and rental expense) divided by the sum of CPLTD (current portion of long term debt), interest expense and rental expense. For the purpose of calculating this ratio, rental expense associated with operating leases with a duration of one year or less, operating leases associated with leased equipment for particular jobs and included in job costs are not to be considered as rental expense. Such ratio is to be measured annually based upon the prior year’s financial results and is to equal or exceed 1.30:1.", "output": "1.30:1" } ]

[ { "input": "Through the date of this Fourth Amendment, and to Tenant’s and Guarantor’s knowledge, neither Tenant nor Guarantor has, nor claims, any offset, defense, claim, right of set-off or counterclaim against Landlord under, arising out of or in connection with this Fourth Amendment, the Master Lease, the Guaranty, or any of the other documents or agreements executed in connection therewith.  In addition, Tenant and Guarantor each covenant and agree with Landlord that if any offset, defense, claim, right of set-off or counterclaim exists of which Tenant or Guarantor has knowledge as of the date of this Fourth Amendment, Tenant hereby irrevocably and expressly waives the right to assert such matter.", "output": "Guarantor" } ]

[ { "input": "There has been no material adverse change in the business, operations, financial condition, properties or prospects of Seller or its Affiliates since the date set forth in the most recent financial statements supplied to Buyer that is reasonably likely to have a Material Adverse Effect on Seller.", "output": "Seller" } ]

[ { "input": "Any entitlement to any severance benefits shall be governed by the terms of Sections 10 and 11 of the Employment Agreement (if applicable) and shall be deemed to include statutory entitlements (if any) under UK law.", "output": "the Employment Agreement" } ]

[ { "input": "The Company shall terminate when all of the Assets, after payment of or due provision for all debts, liabilities and obligations of the Company, shall have been distributed to the Members in the manner provided for in this Article 10 and the Formation Certificate shall have been canceled, or such other documents required under the Delaware Act to be executed and filed with the Secretary of State of the State of Delaware have been so executed and filed, in the manner required by the Delaware Act.", "output": "Delaware" } ]

[ { "input": "All notices, consents and other communications under this Agreement shall be in writing and shall be deemed to have been received on the earlier of the date of actual receipt or the third business day after being sent by United States first class mail, properly addressed and postage prepaid. Customer’s address for notice and billing is stated in the Description of Services Order. Data Foundry’s address for notice is 1044 Liberty Park Drive, Austin, Texas 78746-6943 Attn: Legal.", "output": "Legal" } ]

[ { "input": "A Stock Award may be granted to any Eligible Employee selected by the Committee. A Stock Award may be granted for past services, in lieu of bonus or other cash compensation or for any other valid purpose as determined by the Committee. A Stock Award granted to an Eligible Employee represents Shares that are issued without restrictions on transfer and other incidents of ownership and free of forfeiture conditions, except as otherwise provided in the Plan and the Award Agreement. The Committee may, in connection with any Stock Award, require the payment of a specified purchase price.", "output": "A Stock Award" } ]

[ { "input": "Except for the conveyances and grants of security interests pursuant to this Agreement and the other Transaction Documents, the Bank shall not sell, pledge, assign or transfer the Receivables or other property transferred to the Depositor to any other Person, or grant, create, incur, assume or suffer to exist any Lien (other than Permitted Liens) on any interest therein, and the Bank shall defend the right, title and interest of the Depositor in, to and under such Receivables or other property transferred to the Depositor against all claims of third parties claiming through or under the Bank.", "output": "Depositor" } ]

[ { "input": "This Guaranty constitutes the entire agreement between Guarantor and Lender pertaining to the subject matter contained herein. This Guaranty may not be altered, amended, or modified, nor may any provision hereof be waived or noncompliance therewith consented to, except by means of a writing executed by both Guarantor and Lender. Any such alteration, amendment, modification, waiver, or consent shall be effective only to the extent specified therein and for the specific purpose for which given. No course of dealing and no delay or waiver of any right or default under this Guaranty shall be deemed a waiver of any other, similar or dissimilar right or default or otherwise prejudice the rights and remedies hereunder.", "output": "Lender" } ]

[ { "input": "Guarantor (i) is not and will not become a Person or entity described by section 1 of Executive Order 13224 of September 24, 2001 Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (12 C.F.R. 595), and no Credit Party engages in dealings or transactions with any such Persons or entities, and (ii) is not in violation of the USA PATRIOT Act.", "output": "section 1 of Executive Order 13224" } ]

[ { "input": "Member Nonrecourse Deductions for any Fiscal Year shall be allocated one hundred percent (100%) to the Member that bears the Economic Risk of Loss with respect to such Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Treasury Regulation section 1.704-2(i).  If more than one (1) Member bears the Economic Risk of Loss with respect to a Member Nonrecourse Debt, such Member Nonrecourse Deductions attributable thereto shall be allocated between or among such Members in accordance with the ratios in which they share such Economic Risk of Loss.", "output": "1.704-2(i" } ]

[ { "input": "Subject to the terms and conditions of this Agreement and the QEP Resources, Inc. 2018 Long-Term Incentive Plan, as may be amended from time to time (the “ Plan ”), for good and valuable consideration, on the Effective Date, the Company hereby issues to Grantee [shares granted] shares of the Company’s Common Stock, $.01 par value, subject to certain restrictions thereon (the “ Restricted Stock ”).", "output": "QEP Resources, Inc." } ]

[ { "input": "Subject to the provisions of the Plan and the terms of this Agreement, from the Date of Grant until the date the Awarded Shares are no longer subject to the lock-up provisions of Section 14 hereof (the “ Restriction Period ”), the Participant shall not be permitted to sell, transfer, pledge, hypothecate, margin, assign or otherwise encumber any of the Awarded Shares.  Except for these limitations, the Committee may in its sole discretion, remove any or all of the restrictions on such Awarded Shares whenever it may determine that, by reason of changes in Applicable Laws or changes in circumstances after the date of this Agreement, such action is appropriate.", "output": "Plan" } ]

[ { "input": "If the Executive commits a breach, or threatens to commit a breach, of any of the provisions of Section 4, the Company shall have the right and remedy to have the provisions of this Agreement specifically enforced by any court having jurisdiction over the matter, it being acknowledged and agreed by the Executive that the services being rendered hereunder to the Company are of a special, unique and extraordinary character and that any such breach or threatened breach will cause irreparable injury to the Company and that money damages will not provide an adequate remedy to the Company. Such right and remedy shall be in addition to, and not in lieu of, any other rights and remedies available to the Company under law or equity.", "output": "Company" } ]

[ { "input": "In the event that any one or more of the provisions contained in this Amendment shall be held invalid, illegal or unenforceable in any respect under any applicable Governmental Requirement, the validity, legality, and enforceability of the remaining provisions contained herein or therein shall not be affected or impaired thereby.", "output": "one" } ]

[ { "input": "That Defaulting Lender (x) shall not be entitled to receive any commitment fee pursuant to Section 2.09(a) for any period during which that Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender) and (y) shall be limited in its right to receive Letter of Credit Fees as provided in Section 2.03(h).", "output": "Section 2.03(h)" } ]

[ { "input": "Each of the Company and the Sponsors agrees not to take any actions that would affect the provisions of this Agreement and the intention of the parties with respect to the composition of the Board of Directors as herein stated. Each Sponsor agrees to cast all votes to which such Sponsor is entitled in respect of its Company Shares, whether at any annual or special meeting, by written consent or otherwise, so as to cause to be elected to the Board of Directors those individuals designated in accordance with this Article III and to otherwise effect the intent of this Article III . Each Sponsor agrees not to take action to remove each other’s director nominees from office pursuant to Section 5.4 of the Articles of Incorporation unless such removal is for cause.", "output": "this Article III" } ]

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

[ { "input": "This Agreement including all issues and questions concerning its application, construction, validity, interpretation and enforcement, shall be governed by and construed in accordance with the laws of the State of New York without regard to conflict of laws principles (other than Section 5-1401 of the General Obligations Law).", "output": "Section 5-1401 of the General Obligations Law" } ]

[ { "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": "New York" } ]

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

[ { "input": "The Committee is authorized to designate any of the Awards granted under the foregoing provisions of this Section 6 as Performance Awards.  The Committee may use such business criteria and other measures of performance as it may deem appropriate in establishing any performance goals applicable to a Performance Award, and may exercise its discretion to reduce or increase the amounts payable under any Performance Award, except as limited under Section 6(k)(i) .  Performance goals may differ for Performance Awards granted to any one Participant or to different Participants.  The performance period applicable to any Performance Award shall be set by the Committee in its discretion but shall not exceed ten years.", "output": "ten years" } ]

[ { "input": "Unless otherwise specified, all references herein to times of day with respect to Eurocurrency Rate Loans shall be references to Eastern time in the United States (daylight or standard, as applicable).", "output": "the United States" } ]

[ { "input": "Any signs, notices, logos, pictures, names or advertisements which are installed, are visible from the exterior of the Premises, and that have not been separately approved by Landlord may be removed without notice by Landlord at the sole expense of Tenant. Tenant may not install any signs on the exterior or roof of the Project or the Common Areas. Any signs, window coverings, or blinds (even if the same are located behind the Landlord-approved window coverings for the Building), or other items visible from the exterior of the Premises or Building, shall be subject to the prior approval of Landlord, in its sole discretion.", "output": "Tenant" } ]

[ { "input": "Neither the Company nor any of its Subsidiaries nor, to the Company’s knowledge, any of the officers, directors, employees, agents or other representatives of the Company or any of its Subsidiaries or any other business entity or enterprise with which the Company or any Subsidiary is or has been affiliated or associated, has, directly or indirectly, made or authorized any payment, contribution or gift of money, property, or services, whether or not in contravention of applicable law, (i) as a kickback or bribe to any Person or (ii) to any political organization, or the holder of or any aspirant to any elective or appointive public office except for personal political contributions not involving the direct or indirect use of funds of the Company or any of its Subsidiaries.", "output": "Company" } ]

[ { "input": "Any signs, notices, logos, pictures, names or advertisements which are installed, are visible from the exterior of the Premises, and that have not been separately approved by Landlord may be removed without notice by Landlord at the sole expense of Tenant. Tenant may not install any signs on the exterior or roof of the Project or the Common Areas. Any signs, window coverings, or blinds (even if the same are located behind the Landlord-approved window coverings for the Building), or other items visible from the exterior of the Premises or Building, shall be subject to the prior approval of Landlord, in its sole discretion.", "output": "Premises" } ]

[ { "input": "Among other indebtedness which may be owing by Borrower to Lender, Borrower is indebted to Lender pursuant to, among other documents, a Business Financing Agreement, dated August 11, 2017, by and among Borrower and Lender, as may be amended from time to time (the “ Business Financing Agreement ”).  Capitalized terms used without definition herein shall have the meanings assigned to them in the Business Financing Agreement.", "output": "Borrower" } ]

[ { "input": "The Performance Period for the Restricted Stock Units shall be the three (3) year period commencing on [_______________] and ending on [_______________].", "output": "three (3) year" } ]

[ { "input": "Licensee may elect to discontinue paying for the filing, prosecution, and/or maintenance of any patent or patent application within the Licensed Patents by providing Children’s with **** prior written notice of such election in which event Licensee shall not be responsible for any such payments after ****.  In the event that Licensee does not provide such notice, Licensee shall remain responsible for the documented costs and expenses incurred by Children’s.", "output": "Licensee" } ]

[ { "input": "Executive acknowledges that by reason of his employment, he will have access to trade secrets and confidential or proprietary information, including but not limited to: confidential processes and technology, long range plans, marketing plans, supplier relationships, contract terms, compensation information, membership and customer data, financial information, pricing and costs information. Executive agrees, as a condition to Executive's employment with the Company and the effectiveness of this Agreement, to execute the Company's Intellectual Property Agreement; provided, however, to the extent there is any inconsistency between such agreement and this Agreement, this Agreement shall control.", "output": "Executive" } ]

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

[ { "input": "The Participant shall be solely responsible for paying to the Company all required federal, state, city and local income and employment taxes which arise on the vesting of the Performance Shares. The Committee, in its sole discretion and subject to such rules as it may adopt, shall require the Participant to satisfy any withholding tax obligation by having the Company retain Performance Shares which have a Fair Market Value, determined as of the date of payment for such Performance Shares to the Participant, equal to the amount of the minimum withholding tax to be satisfied by that retention.", "output": "Committee" } ]

[ { "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": "Executive" } ]

[ { "input": "The initial term of employment under this Agreement (the “ Initial Term ”) shall be for the period beginning on the Effective Date and ending on February 22, 2018, unless earlier terminated as provided in Section 4.  The Initial Term shall automatically be extended for successive one year periods (each, an “ Extension Term ” and, collectively with the Initial Term, the “ Term ”), unless either party hereto gives notice of non-extension to the other no later than 90 days prior to the expiration of the then-applicable Term.", "output": "one year" } ]

[ { "input": "All payments of Expenses, including any Expense Advance, and other amounts by the Company to the Indemnitee pursuant to this Agreement will be made as soon as practicable after a written request or demand therefor by Indemnitee is presented to the Company, but in no event later than 30 days after (i) such demand is presented or (ii) such later date as a determination of entitlement to indemnification is made in accordance with Section 6.6, if applicable; provided , however , that an Expense Advance will be made within the time provided in Section 4.3 hereof.", "output": "Company" } ]

[ { "input": "There is no action, suit, claim, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company or any of its Subsidiaries, threatened against or affecting the Company or any of its Subsidiaries, or their officers or directors in their capacity as such, that could have a Material Adverse Effect. Schedule 3(f) contains a complete list and summary description of any pending or, to the knowledge of the Company, threatened proceeding against or affecting the Company or any of its Subsidiaries, without regard to whether it would have a Material Adverse Effect. The Company and its Subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing.", "output": "Company" } ]

[ { "input": "SIGNATURE PAGE TO AMENDMENT AND RESTATEMENT AGREEMENT AMONG ALCOA CORPORATION, ALCOA NEDERLAND HOLDING B.V., THE LENDERS AND ISSUERS PARTY THERETO AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT Name of Institution: Citibank, N.A.", "output": "ALCOA NEDERLAND HOLDING B.V.," } ]

[ { "input": "Any signs, notices, logos, pictures, names or advertisements which are installed, are visible from the exterior of the Premises, and that have not been separately approved by Landlord may be removed without notice by Landlord at the sole expense of Tenant. Tenant may not install any signs on the exterior or roof of the Project or the Common Areas. Any signs, window coverings, or blinds (even if the same are located behind the Landlord-approved window coverings for the Building), or other items visible from the exterior of the Premises or Building, shall be subject to the prior approval of Landlord, in its sole discretion.", "output": "Landlord" } ]

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

[ { "input": "Neither Collaborator nor any of its Affiliates shall use, in any capacity, in connection with the activities to be performed under this Agreement, any Person who is or that has been debarred, or is the subject of debarment proceedings by any Regulatory Authority. If Collaborator learns that a Person performing on its behalf under this Agreement has been debarred by any Regulatory Authority, or has become the subject of debarment proceedings by any Regulatory Authority, Collaborator shall promptly notify Regeneron and shall prohibit such Person from performing on its behalf under this Agreement.", "output": "Collaborator" } ]

[ { "input": "Provided that Executive is employed with the Company on December 31, 2016, and that Executive has delivered to the Company, and not revoked, a release agreement, substantially in the form attached hereto as Exhibit A (the “ Release ”), the consulting agreement attached hereto as Exhibit B (the “ Consulting Agreement ”) shall become effective as of January 1, 2017. In the event the foregoing conditions are not satisfied, the Consulting Agreement shall be null and void and of no effect.", "output": "Executive" } ]

[ { "input": "Upon termination of this Agreement, Mr. Morris shall be deemed to have voluntarily and permanently resigned from (i) any and all positions with the Company other than his position as a duly-elected Director of Company, (ii) each position as an officer or director of any of the Company’s affiliates or subsidiaries, and (iii) unless otherwise to in writing between Mr. Morris and the Company, his employment with the Company. If Mr. Morris wishes to resign as a Director of the Company, he shall do so by first giving a separate written notice to the Company and to the Chairman of the Board of his intent to resign as a Director of the Company.", "output": "Company" } ]

[ { "input": "You will perform the duties and services assigned to you by the Company. You will devote your full time and attention to the affairs of the Company and to your duties on the Company’s behalf. You will not be permitted to engage in outside business activities unless approved by the Company; provided that you may engage in charitable and community activities and manage your personal investments so long as such activities do not, individually or in the aggregate, interfere with the performance of your duties to the Company. Notwithstanding, you will be permitted to continue to serve on the boards of directors of other companies with prior approval from the Company, provided such service does not individually or in the aggregate, interfere with the performance of your duties to the Company.", "output": "Company" } ]

[ { "input": "Except as permitted pursuant to Section 5.02(n), the Borrower’s legal name is as set forth in this Agreement. Except as permitted pursuant to Section 5.02(n), the Borrower has not changed its name since its formation; does not have tradenames, fictitious names, assumed names or “doing business as” names. The Borrower’s only jurisdiction of formation is Delaware, and, except as permitted pursuant to Section 5.02(n), the Borrower has not changed its jurisdiction of formation.", "output": "Section 5.02(n)" } ]

[ { "input": "This Warrant and the Warrant Shares have not been registered under the Securities Act of 1933, as amended (the “ Securities Act ”), and may not be sold, pledged, distributed, offered for sale, transferred or otherwise disposed of in the absence of (i) an effective registration statement under the Act as to this Warrant or such Warrant Shares and registration or qualification of this Warrant or such Warrant Shares under any applicable U.S. federal or state securities law then in effect, or (ii) an opinion of counsel, reasonably satisfactory to the Company, that such registration or qualification is not required. Each certificate or other instrument for Warrant Shares issued upon the exercise of this Warrant shall bear a legend substantially to the foregoing effect.", "output": "U.S." } ]

[ { "input": "All the warranties and representations given by TAI in Section 7.3 herein or elsewhere in this Agreement, all of which are relied upon by Cargill, shall survive the Effective Date hereof. TAI agrees to indemnify and hold Cargill harmless from and against any loss, damage, claim, liability, cost, expense or penalty (including reasonable attorneys’ fees) which Cargill may incur or sustain after the Effective Date resulting from or arising out of any breach of any of said representations and warranties.", "output": "TAI" } ]