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[ { "input": "Employee is expected to establish a permanent residence in any of the Greenwich, Connecticut or Charlotte, North Carolina metropolitan areas or such other location as the Company shall reasonably determine no later than September 1, 2019 (it being understood that your primary place of employment will either be Greenwich, Connecticut or Charlotte, North Carolina as of the Start Date). In connection with such relocation, the Company will provide benefits pursuant to its relocation benefit policies for senior executives, a summary of which has been made available to Employee.", "output": "Connecticut" } ]

[ { "input": "This Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. Any counterpart delivered by facsimile, pdf or other electronic means shall have the same import and effect as original counterparts and shall be valid, enforceable and binding for the purposes of this Agreement.", "output": "one" } ]

[ { "input": "Each of LXRT and US Lighting shall afford the other Party, its accountants, counsel and other representatives (including the Principal Stockholder), reasonable access, during normal business hours, to the properties, books, records and personnel of such Party at any time prior to the Closing in order to enable each Party to obtain all information concerning the business, assets and properties, results of operations and personnel of the other Party as each Party may reasonably request. No information obtained in the foregoing investigation by a Party pursuant to this Section 7.1 shall affect or be deemed to modify any representation or warranty contained herein or the conditions to the obligations of the Parties to consummate the transactions contemplated hereby.", "output": "Party" } ]

[ { "input": "The invalidity or unenforceability of any provision of this Exercise Notice shall not affect the validity or enforceability of any other provision, and each provision of this Exercise Notice shall be severable and enforceable to the extent permitted by law.", "output": "this Exercise Notice" } ]

[ { "input": "A holder of Notes may accept the offer to prepay made pursuant to this Section 8.8 by causing a notice of such acceptance to be delivered to the Company not later than 15 days prior to the Change in Control Prepayment Date. A failure by a holder of Notes to respond to an offer to prepay made pursuant to this Section 8.8 shall be deemed to constitute a rejection of such offer by such holder.", "output": "this Section 8.8" } ]

[ { "input": "The Borrower will not change its fiscal year-end.", "output": "fiscal year-end" } ]

[ { "input": "If the Settlement Shares are sold pursuant to a Registration Statement, as contemplated by Section 3 of this Agreement, the Holder shall trade no more than 10% of the intra-day volume of the Common Stock traded on the principal securities exchange or trading market for such security. Notwithstanding the foregoing, the Holder shall be entitled to sell up to a minimum of $5,000 worth of Settlement Shares per week. The Holder further agrees to provide the Company, upon request, with weekly trading records detailing the number of Settlement Shares sold by the Holder, the net proceeds received from the sale of such Settlement Shares by the Holder, and the date on which such shares were sold by the Holder.", "output": "a Registration Statement" } ]

[ { "input": "Notwithstanding anything to the contrary herein, (i) Dealer acknowledges that this Master Confirmation may be intended to produce U.S. federal income tax benefits for Counterparty and (ii) Counterparty and Dealer hereby agree that (A) Counterparty is not obligated to Dealer to keep confidential from any and all persons or otherwise limit the use of any aspect of this Master Confirmation relating to the structure or tax aspects thereof, and (B) Dealer does not assert any claim of proprietary ownership in respect of any such aspect of this Master Confirmation.", "output": "Counterparty" } ]

[ { "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": "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": "15 16" } ]

[ { "input": "The obligations of the Lenders hereunder to make Loans, to fund participations in Letters of Credit and Swing Line Loans and to make payments pursuant to Section 11.04(c) are several and not joint. The failure of any Lender to make any Loan, to fund any such participation or to make any payment under Section 11.04(c) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan, to purchase its participation or to make its payment under Section 11.04(c) .", "output": "Section 11.04(c)" } ]

[ { "input": "The Committee shall not receive additional compensation with respect to services for the Plan. To the extent required by applicable law, but not otherwise, the Committee shall furnish bond or security for the performance of their duties hereunder. Any expenses properly incurred by the Committee incident to the administration, termination or protection of the Plan, including the cost of furnishing bond, shall be paid by the Company.", "output": "Plan" } ]

[ { "input": "The Committee shall have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret, amend or revoke any such rules.  All actions taken and all interpretations and determinations made by the Committee in good faith shall be final and binding upon Participant, the Company and all other interested persons.  No member of the Committee shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan, this Agreement or the Shares.", "output": "Participant" } ]

[ { "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": "SEC" } ]

[ { "input": "The Company shall maintain a reserve from its duly authorized shares of Common Stock equal to 300% of the Required Minimum to satisfy its obligation to issue the Put Shares in accordance with the terms of this Agreement, respectively.", "output": "300%" } ]

[ { "input": "No registration under the Securities Act of 1933, as amended, of the Bonds and no qualification of the Indenture or the Supplemental Indenture under the Trust Indenture Act of 1939, as amended, is required for the offer and sale of the Bonds in the manner contemplated by the Bond Purchase Agreement, the Indenture and the Supplemental Indenture, it being understood that no opinion is expressed as to any subsequent resale of any Bonds.", "output": "the Securities Act of 1933" } ]

[ { "input": "This Second Amendment shall be deemed incorporated into and made a part of the Credit Documents. Except as expressly set forth herein, all of the terms, conditions and agreements of the Credit Documents are ratified and confirmed. The Credit Documents and this Second Amendment shall be construed as integrated and complementary of each other, and as augmenting and not restricting Lender’s rights, remedies and security. If, after applying the foregoing, an inconsistency still exists, the provisions of this Second Amendment shall control.", "output": "the Credit Documents" } ]

[ { "input": "In the event of the Participant’s Qualifying Termination, the vested portion of the Option shall remain exercisable until the earlier of (i) one hundred eighty (180) days from the date of such Termination, provided, however, any day during such one hundred eighty (180) day period that occurs during a “black out period” under the Company’s Security Trading Policy which would be applicable to the Participant if the Participant remained an employee of the Company, shall not be counted for purposes of calculating such one hundred eighty (180) day period and (ii) the expiration of the stated term of the Option pursuant to Section 3(c) hereof.", "output": "one hundred eighty (180) day" } ]

[ { "input": "The Committee may take any action upon a majority vote at any meeting at which all members are present, and may take any action without a meeting upon the unanimous written consent of all members. All action by the Committee shall be evidenced by a certificate signed by the chairperson or by the secretary to the Committee. The Committee shall appoint a secretary to the Committee who need not be a member of the Committee, and all acts and determinations of the Committee shall be recorded by the secretary, or under his supervision. All such records, together with such other documents as may be necessary for the administration of the Plan, shall be preserved in the custody of the secretary.", "output": "Committee" } ]

[ { "input": "Under the current terms of the SDCP, two classes of employee are eligible to participate: Highly Compensated Employees (generally, employees whose W-2 compensation for the preceding Plan Year is equal to at least 120% of the taxable wage base for that year) and Management Employees (generally, employees who possess duties and responsibilities at management level and above). Further, such employees must be specifically selected to participate in the SDCP by the Committee for the SDCP, which is a body appointed by the Board of Directors.", "output": "the preceding Plan Year" } ]

[ { "input": "Employee shall be eligible to receive an annual bonus as set forth in the Company's Annual Bonus Plan (\"Annual Bonus\"), which is incorporated herein by reference. Pursuant to the Annual Bonus Plan, the Compensation Committee will review the plan annually to determine target participation levels and establish goals and subsequent payout levels against those goals. Subject to the Compensation Committee’s discretion to adjust Employee’s target participation level (e.g., to reflect changes in roles or modifications to pay mix), Employee’s target opportunity during the Term shall be $450,000. For 2016 alone, Employee’s Annual Bonus will be guaranteed for a payout at 100% of the target and will be paid on or before March 15, 2017.", "output": "March 15, 2017" } ]

[ { "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": "If the Officer is eligible for financial planning reimbursement at the time of termination, the Officer will be reimbursed for any financial planning fees incurred before his termination date. In addition, the Officer will be reimbursed for the following financial planning fees incurred after his termination date: (i) any fees incurred in the year in which the date of termination occurs, provided that the total financial planning reimbursement for such year (including fees incurred before and after the date of termination) shall not exceed $15,000 and (ii) any fees incurred in the year following the year in which the date of termination occurs, provided that the total financial planning reimbursement for such year shall not exceed $15,000.", "output": "the year in which" } ]

[ { "input": "The Plan was originally established effective December 1, 2004, was last amended and restated as of January 1, 2009 and has been amended once since such date. The Plan is now amended and restated into its current form effective April 1, 2017.", "output": "January 1, 2009" } ]

[ { "input": "The US Borrower shall make mandatory principal prepayments of the Loans in the manner set forth in clause (vi)  below in an amount equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Debt Issuance pursuant to Section 11.1(n)  or pursuant to the Second Lien Facility pursuant to the last paragraph of Section 11.1 .  Such prepayment shall be made within three (3) Business Days after the date of receipt of the Net Cash Proceeds of any such Debt Issuance.", "output": "three (3) Business Days" } ]

[ { "input": "Seller has full power and authority to enter into this Agreement and to carry out the transactions contemplated by this Agreement. Seller has taken all action required by law and by the organizational documents of the Company, or otherwise, to authorize the transactions contemplated by this Agreement.", "output": "Seller" } ]

[ { "input": "This Agreement shall be governed by, interpreted under, and construed and enforced in accordance with the internal laws, and not the laws pertaining to conflicts or choice of laws, of the State of New York applicable to agreements made and to be performed wholly within the State of New York.", "output": "the State of New York" } ]

[ { "input": "The Agent shall have received one or more counterparts of this Amendment, executed and delivered by the Borrower, Parent and Lenders constituting the Required Lenders.", "output": "one" } ]

[ { "input": "The Employer shall employ Executive, and Executive shall serve as the COO Sales of the Company, commencing upon the Effective Date and continuing thereafter for a two (2)-year term (the “ Term ”), unless earlier terminated under Article 4 ; provided that the Term shall automatically renew for additional two (2)-year periods unless the Employer or Executive gives notice of non-renewal at least thirty (30) days prior to expiration of the Term (as it may have been extended by any renewal period).", "output": "Article 4" } ]

[ { "input": "The entries made in the records maintained pursuant to Section 2.05(a) or (b) shall, absent manifest error, be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Bank or the Administrative Agent to maintain such records or any error therein shall not in any manner affect the obligation of the Borrowers to repay the Loans in accordance with the terms of this Agreement.", "output": "Bank" } ]

[ { "input": "(a) Purchaser is not an “employee benefit plan” within the meaning of Section 3(3) of ERISA that is subject to Title I of ERISA or a “plan” within the meaning of and subject to Section 4975 of Code, (b) Purchaser’s assets do not constitute “plan assets” within the meaning of 29 C.F.R. §2510.3-101, as modified by Section 3(42) of ERISA, and (c) Purchaser is not a “governmental plan” within the meaning of Section 3(32) of ERISA, and the execution of this Agreement and the purchase of the Property by Purchaser is not subject to state statutes regulating investments of and fiduciary obligations with respect to governmental plans.", "output": "Section 4975" } ]

[ { "input": "Tenant acknowledges that Landlord has made no representations to Tenant with respect to the condition of the Premises. Tenant acknowledges that it is currently occupying the Premises and agrees to remain in possession of the same \"as is\" in the condition existing on the date hereof and that, notwithstanding anything to the contrary contained in the Lease, as amended by this Amendment, Landlord shall have no obligation to perform any work, provide any work allowance or rent credit (other than as expressly set forth in Paragraph 3(A) hereof), or alter, improve, decorate, or otherwise prepare the Premises for Tenant’s continued occupancy except for Landlord's Renewal Work (as such term is hereinafter defined).", "output": "Landlord" } ]

[ { "input": "Vesting of Performance and Time-based Shares takes place at the end of the three (3) year measurement period and the number of Shares is based upon the Enterprise Value (“EV”) achievement over the three (3) year measurement period beginning with the fiscal year in which the SWX Shares are granted. EV is defined by Enterprise Value (EV) = (EBITDA x Multiplier) – Net Debt. The time-based award is not subject to a threshold to generate a payment to the Grantee. Time‑based award amounts, however, are impacted by the change in EV at the end of the measurement period. The change in EV at the end of the measurement period, will determine the number (amount) of shares. Time based awards are capped at ____% of the target amount.", "output": "three (3) year" } ]

[ { "input": "As and to the extent provided in Section 10.5 of the Credit Agreement, the Borrower agrees to reimburse the Administrative Agent for its and the Lead Arrangers’ reasonable out-of-pocket expenses incurred by them in connection with this Amendment, including the reasonable fees, charges and disbursements of Cahill Gordon & Reindel LLP, counsel for the Administrative Agent.", "output": "Section 10.5" } ]

[ { "input": "Performance Guarantor is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Nevada. Performance Guarantor is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions which require such qualification, except to the extent that failure to so qualify would not have a Material Adverse Effect.", "output": "Nevada" } ]

[ { "input": "A Participant who is entitled to receive a Retirement Benefit shall receive payment of such benefit in a single lump sum, unless the Participant elects on his or her initial Compensation Deferral Agreement to have such benefit paid in one of the following alternative forms of payment (i) substantially equal annual installments over a period of two to fifteen years, as elected by the Participant, or (ii) a lump sum payment of a percentage of the balance in the Retirement/Termination Account, with the balance paid in substantially equal annual installments over a period of two to fifteen years, as elected by the Participant.", "output": "two to fifteen years" } ]

[ { "input": "This Release Agreement shall be governed by the laws of the State of Israel, without regard to its conflict of laws rules. In the event that any one or more of the provisions of this Release Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.", "output": "Israel" } ]

[ { "input": "If any Grantor shall at any time, acquire a Commercial Tort Claim, the recovery from which could reasonably be expected to exceed $500,000, such Grantor shall promptly notify the Collateral Agent thereof in a writing, therein providing a reasonable description and summary thereof, and upon delivery thereof to the Collateral Agent, together with an Amendment as contemplated by Section 4.2(a)(iii), such Grantor shall be deemed thereby to grant to the Collateral Agent a security interest in such Commercial Tort Claim (subject to each Intercreditor Agreement (if any)).", "output": "Section 4.2(a)(iii)," } ]

[ { "input": "The Servicer shall immediately notify the Depositor (in the event that BMW FS is not acting as Servicer), the Issuer, the Vehicle Trustee and the Indenture Trustee (or any successor to the duties of the Indenture Trustee) upon learning of a claim or Lien of whatever kind of a third party that would materially and adversely affect the interests of the Depositor, the Issuer or the Vehicle Trust with respect to the 2018-1 SUBI Assets.", "output": "third" } ]

[ { "input": "Any Governmental Authority condemns, seizes, or otherwise appropriates, or takes custody or control of all or any substantial portion of the Critical Assets.", "output": "Any Governmental Authority" } ]

[ { "input": "After any Units vest pursuant to Section 3 of this Agreement, the Company shall, as soon as practicable (but in any event within the period specified in Treas.", "output": "Section 3 of this Agreement" } ]

[ { "input": "The Participant may make an election to withdraw the Automatic Deferrals under the EACA no later than ninety (90) days, or such shorter period as specified in the Adoption Agreement, after the date of the first Automatic Deferral under the EACA. For this purpose, the date of the first Automatic Deferral is the date that the Compensation subject to the Automatic Deferral otherwise would have been includible in the Participant's gross income. For this purpose, EACAs under the Plan are aggregated, except that the mandatory disaggregation rules of Code §410(b) apply. In addition, a Participant's withdrawal right is not restricted due to the Participant making an Affirmative Election during the ninety (90) day period (or shorter period as specified in the Adoption Agreement).", "output": "first" } ]

[ { "input": "For purposes of any action or proceeding arising out of this Agreement, VMRE and Carvana hereto expressly submit to the jurisdiction of all federal and state courts located in the State of Arizona. Carvana consents that it may be served with any process or paper by registered mail or by personal service within or without the State of Arizona in accordance with applicable law. Furthermore, Carvana waives and agrees not to assert in any such action, suit or proceeding that it is not personally subject to the jurisdiction of such courts, that the action, suit or proceeding is brought in an inconvenient forum or that venue of the action, suit or proceeding is improper.", "output": "Arizona" } ]

[ { "input": "No provision of this Agreement may be amended unless such amendment is approved in writing by each of a majority of the Independent Directors and the Representative, in which case such amendment shall be permitted. No provision of this Agreement may be waived unless such waiver is in writing and signed by the Party against whom the waiver is to be effective.", "output": "Party" } ]

[ { "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 2.16(e)" } ]

[ { "input": "In consideration for the license granted in Section 1 above, Licensee shall pay Licensor a one-time license fee in the amount of US$** (the \" License Fee \") for up to 1.6 million end-user licenses. The License Fee includes payment for the performance of the professional services detailed in Section 3 above, including installation of the Licensed Software on Licensee’s platform.", "output": "Licensor" } ]

[ { "input": "SINHA agrees that he will not do or say anything that disparages ALEXION, reflects negatively on ALEXION, or encourages any adverse action against ALEXION, except as required by law.", "output": "ALEXION" } ]

[ { "input": "The name of the Partnership is \"EPD PubCo Unit II L.P.\" and all Partnership business shall be conducted in such name or such other name or names that comply with applicable law as the General Partner may designate from time to time.", "output": "EPD PubCo Unit II L.P." } ]

[ { "input": "Each prepayment of the outstanding Term Loans pursuant to this Section Sections 2.05 (e) through 2.05(h) above shall be applied , first , pro rata to the remaining scheduled installment payments thereof, and each of the Term Loans in direct order of maturity and second , to repay the Incremental Revolving Loans (without a corresponding reduction in the Incremental Revolving Commitments with respect thereto) and any swing line loans and to cash collateralize Letters of Credit issued hereunder, in form and substance reasonably satisfactory to the applicable Letter of Credit issuer, made in the order and in the manner set forth in the Incremental Amendment. Each prepayment of Loans shall be paid to the Lenders in accordance with their respective Applicable Percentages.", "output": "second" } ]

[ { "input": "Notwithstanding anything contained herein to the contrary, to the extent any payment under this Agreement is required to be paid in cash but is prohibited to be paid in cash pursuant to the terms of the Subordination Agreement (a “ Payment Block ”), such payment shall remain due and payable hereunder but shall not be paid until such time as such Payment Block is no longer in effect.  For the avoidance of doubt, all fees or interest payments due hereunder (including interest at the Default Rate, as applicable) shall continue to accrue notwithstanding the existence of any Payment Block and shall remain due and payable hereunder but shall not be paid until such time as such Payment Block is no longer in effect.", "output": "the Subordination Agreement" } ]

[ { "input": "The Company will grant the Executive effective on the Commencement Date a non-qualified stock option for the purchase of an aggregate of 550,000 shares of Common Stock of the Company pursuant to the terms of the Corindus Vascular Robotics, Inc. 2014 Stock Award Plan (the ”Stock Plan”) and the Company’s standard form of non-qualified stock option agreement with a strike price equal to the closing stock price on the date of grant (the “Option”). Subject to the Executive’s continued employment, the Option shall vest over a period of four (4) years, with the first 25% of the Option vesting on the one (1) year anniversary of the Commencement Date and the remaining 75% vesting ratably monthly over the following three (3) years.", "output": "the following three (3) years" } ]

[ { "input": "Each of LXRT and US Lighting shall afford the other Party, its accountants, counsel and other representatives (including the Principal Stockholder), reasonable access, during normal business hours, to the properties, books, records and personnel of such Party at any time prior to the Closing in order to enable each Party to obtain all information concerning the business, assets and properties, results of operations and personnel of the other Party as each Party may reasonably request. No information obtained in the foregoing investigation by a Party pursuant to this Section 7.1 shall affect or be deemed to modify any representation or warranty contained herein or the conditions to the obligations of the Parties to consummate the transactions contemplated hereby.", "output": "LXRT" } ]

[ { "input": "All capitalized terms not otherwise defined herein shall have the respective meanings given to them in the Lease. The Lease, as amended by this Addendum, is referred to herein as the “Lease.” Unless otherwise specifically provided herein, all provisions of this Addendum shall be effective as of the later of the dates on which Landlord and Tenant execute this Addendum.", "output": "Tenant" } ]

[ { "input": "The name in which such Transferor has executed this Agreement is identical to the name of such Transferor as indicated on the public record of its state of organization which shows such Transferor to have been organized. In the past five (5) years, such Transferor has not used any corporate names, trade names or assumed names other than the name in which it has executed this Agreement and as listed on Exhibit II .", "output": "the past five (5) years" } ]

[ { "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": "The Company shall pay Executive a base salary (the “ Base Salary ”), payable pursuant to the Company’s normal practice, but no less frequently than monthly. The Base Salary shall be inclusive of all applicable income, Social Security and other taxes and charges which are required by law or requested to be withheld by Executive and which shall be withheld and paid in accordance with Company’s normal payroll practice for its similarly-situated executives as in effect from time to time. The Executive Compensation Committee, in consultation with Executive, shall periodically review Executive’s Base Salary during the Term at least annually for increases based on Executive’s performance and other relevant factors.", "output": "Executive" } ]

[ { "input": "The names of the obligors, amounts owing, due dates and other information with respect to the Accounts and Chattel Paper owned by such Grantor are and will be correctly stated in all material respects in all records of such Grantor relating thereto and in all invoices and reports with respect thereto furnished to the Administrative Agent by such Grantor from time to time.  As of the time when each Account or each item of Chattel Paper arises, such Grantor shall be deemed to have represented and warranted that such Account or Chattel Paper, as the case may be, and all records relating thereto, are genuine and in all respects what they purport to be.", "output": "Chattel Paper" } ]

[ { "input": "The Borrowers have developed and implemented and maintain in effect internal controls, policies and procedures, management oversight, monitoring, audit and training designed to ensure compliance by the Borrowers, their Subsidiaries and their respective directors, officers, employees and agents with applicable Anti-Corruption Laws and applicable Sanctions. The Borrowers, their Subsidiaries and, to the knowledge of the Borrowers, their respective officers, employees, directors and agents are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects.", "output": "Anti-Corruption Laws" } ]

[ { "input": "Change its jurisdiction of organization or its name, identity or corporate organization structure or make any other change such that any financing statement filed or other action taken to perfect its Related SPE’s or the Collateral Agent’s interests hereunder and under the Receivables Purchase Agreement, as applicable, would become seriously misleading or would otherwise be rendered ineffective, unless such Originator shall have given its Related SPE, the Collateral Agent, the Administrative Agent, and each Purchaser Agent not less than thirty (30) days’ prior written notice of such change and shall have cured such circumstances.", "output": "less than thirty (30) days’" } ]

[ { "input": "The Company shall submit drafts to CAC of any press releases and public documents that constitute disclosure of the existence or terms of this Agreement or any amendment to the terms of this Agreement at least three (3) Business Days prior to making any such disclosure, and shall afford them a reasonable opportunity under the circumstances to comment on such documents and disclosures and shall incorporate any such reasonable comments in good faith.", "output": "at least three (3) Business Days" } ]

[ { "input": "Each Grantor will, and will cause each of its Subsidiaries to, permit Agent, in Agent's name or in the name of a nominee of Agent, to verify the validity, amount or any other matter relating to any Account, by mail, telephone, facsimile transmission or other electronic means of transmission or otherwise. Further, at the request of Agent, each Grantor will, and will cause each of its Subsidiaries to, send requests for verification of Accounts or, after the occurrence and during the continuance of an Event of Default, send notices of assignment of Accounts to Account Debtors and other obligors.", "output": "Agent" } ]

[ { "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": "In the Exchange, Holder shall deliver the Warrant to the Company no later than five (5) business days following the Effective Date and the Company shall issue the Exchange Securities to Holder no later than five (5) business days following the delivery of the Warrant by Holder to the Company. For the avoidance of doubt, as of the Effective Date, all of Holder’s’ rights under the terms and conditions of the Warrant shall be extinguished.", "output": "Company" } ]

[ { "input": "Seller has provided to Buyer copies of the unaudited balance sheet of the Seller at December 31, 2014 and December 31, 2015 and the related statements of income and cash flows for the years then ended together with the unaudited balance sheet of the Seller at September 30, 2016 and the related statements of income and cash flows for the nine months then ended (referred to as the “ Most Recent Financial Statements ”. Except as set forth on Schedule 5.14, the Most Recent Financial Statements fairly present, in all material respects, the net assets of the Business at December 31, 2015 and for the nine months ended September 30, 2016 and the operating profit or loss of the Business.", "output": "Business" } ]

[ { "input": "Any notice or other communications required or permitted hereunder shall be sufficiently given if delivered in person or sent by electronic mail or by registered or certified mail, postage prepaid, addressed as follows: if to Contractor, at 1750 Roosa Lane, Elk Grove Village, Illinois 60007 and/or [email protected], and if to the Company, [Alfred E. Smith IV, Chairman, Provectus Bio pharmaceutical, 7327 Oak Ridge, Highway Knoxville Tennessee, 37931, [email protected]]; such notice or communication shall be deemed to have been given as of the date so hand-delivered and/or e-mailed, and three (3) days after the date of mailing.", "output": "60007" } ]

[ { "input": "Pursuant to Section 6.11 of the Credit Agreement, certain additional Restricted Subsidiaries of the Borrower may be required to enter in this Agreement as Grantors. Upon execution and delivery by the Collateral Agent and a Restricted Subsidiary of a Security Agreement Supplement, such Restricted Subsidiary shall become a Grantor hereunder with the same force and effect as if originally named as a Grantor herein. The execution and delivery of any such instrument shall not require the consent of any other Grantor hereunder. The rights and obligations of each Grantor hereunder shall remain in full force and effect notwithstanding the addition of any new Grantor as a party to this Agreement.", "output": "Section 6.11" } ]

[ { "input": "As and to the extent provided in Section 10.5 of the Credit Agreement, the Borrower agrees to reimburse the Administrative Agent for its and the Lead Arrangers’ reasonable out-of-pocket expenses incurred by them in connection with this Amendment, including the reasonable fees, charges and disbursements of Cahill Gordon & Reindel LLP, counsel for the Administrative Agent.", "output": "Cahill Gordon & Reindel LLP" } ]

[ { "input": "No litigation (including derivative actions), arbitration proceeding or governmental investigation or proceeding is pending or, to Borrower’s knowledge, threatened against any Loan Party or any Subsidiary of a Loan Party which could reasonably be expected to have a Material Adverse Effect, except as set forth in Schedule 9.6 . Other than any liability incident to such litigation or proceedings, no Loan Party and no Subsidiary of a Loan Party has any material contingent liabilities not listed on Schedule 9.6 or permitted by Section 11.1 .", "output": "Section 11.1" } ]

[ { "input": "To the extent required, Borrower has filed (or has obtained effective extensions for filing) all federal and material state, commonwealth, district and local tax returns required to be filed and has paid all federal, state, commonwealth, district and local taxes, charges and assessments due and payable by Borrower. Borrower’s tax returns (if any) properly reflect the income and taxes of Borrower for the periods covered thereby, subject only to reasonable adjustments required by the Internal Revenue Service or other applicable Governmental Authority upon audit.", "output": "Governmental Authority" } ]

[ { "input": "Subject to Section 6(a), any outstanding Restricted Stock Units that became vested on a Vesting Date shall be settled into an equal number of shares of Company Common Stock on a date selected by the Company that is within 30 days following such Vesting Date (each such date, a “ Settlement Date ”).", "output": "Section 6(a)" } ]

[ { "input": "If Recipient’s employment by the Company is terminated by the Company without Cause or by Recipient for Good Reason at any time prior to the end of the Performance Period, the PSUs shall be treated in accordance with Section 5.3 of the Employment Agreement. If a Release is not executed by Recipient in accordance with the Employment Agreement or any other applicable provision of the Employment Agreement is not complied with by Recipient, Recipient shall not be entitled to receive any Common Shares that would become vested in accordance with Section 5.3 of the Employment Agreement. For the purposes of this Agreement, “Cause” and “Good Reason” shall have the meanings set forth in Employment Agreement.", "output": "Section 5.3" } ]

[ { "input": "The commercial general liability and auto insurance carried by Tenant pursuant to this Lease, and any additional liability insurance carried by Tenant pursuant to Section  10.3 of this Lease, above, shall name Landlord, Landlord’s managing agent, and such other persons as Landlord may reasonably request from time to time as additional insureds (collectively “ Additional Insureds ”) with respect to liability arising out of or related to this Lease or the operations of Tenant. Such insurance shall provide primary coverage without contribution from any other insurance carried by or for the benefit of Landlord, Landlord’s managing agent, or other Additional Insureds.", "output": "Tenant" } ]

[ { "input": "Neither the Company nor any Subsidiary has any interest in any real estate, except that the Company and its Subsidiaries lease the properties described in the SEC Reports or on Schedule 3.19 (the “ Leased Real Property ”). The Leased Real Property is adequate for the operations of each of the Company and its Subsidiaries’ businesses as currently conducted and as contemplated to be conducted. Except as set forth in the SEC Reports or Schedule 3.19 , the Company and each Subsidiary has paid all amounts due from it, and is not in default under any leases for the Leased Real Property and there exists no condition or event, which, with the passage of time, giving of notice or both, would reasonably be expected to give rise to a default under or breach of any leases for the Leased Real Property.", "output": "Company" } ]

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

[ { "input": "No benefits under this section 3 shall be payable to Executive unless Executive and Company have executed a “ Separation and Release Agreement” (in substantially the form attached hereto as Exhibit A) within forty-five (45) days following the Termination Date and the payment of change in control benefits under this section 3 shall be subject to the terms and conditions of the Separation and Release Agreement .", "output": "forty-five (45) days" } ]

[ { "input": "ALLETE will make a lump-sum payment to Ms. Amberg in an amount equal to the sum of: (a) $344,866, which amount is equal to twelve (12) months’ base salary at Ms. Amberg’s pay rate in effect on the Effective Date.", "output": "Amberg" } ]

[ { "input": "All information, reports, exhibits, schedules, financial statements or certificates of Seller, Guarantor or any Affiliate thereof or any of their officers furnished or to be furnished to Buyer in connection with the initial or any ongoing due diligence of Seller, Guarantor or any Affiliate or officer thereof, negotiation, preparation, or delivery of the Program Agreements are true and complete and do not omit to disclose any material facts necessary to make the statements herein or therein, in light of the circumstances in which they are made, not misleading. All financial statements have been prepared in accordance with GAAP.", "output": "GAAP" } ]

[ { "input": "Including Executive’s obligations under the Proprietary Information Agreement, as set forth in Section 7 above, this Agreement is intended to be the final, complete, and exclusive statement of the terms of Executive’s employment by the Employer and supersedes all other prior and contemporaneous agreements and statements pertaining in any manner to the employment of Executive. To the extent that the practices, policies, or procedures of the Company, now or in the future, apply to Executive and are inconsistent with the terms of this Agreement, the provisions of this Agreement shall control. Any subsequent change in Executive’s duties or compensation will not affect the validity or scope of this Agreement.", "output": "Section 7" } ]

[ { "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": "TV Land" } ]

[ { "input": "Except as provided in clause (c) above, each request for a Swingline Advance shall be made pursuant to telephone notice to Swingline Lender given no later than 1:00 p.m. (Atlanta, Georgia time) (or such later time as accepted by Swingline Lender) on the date of the proposed Swingline Advance, promptly confirmed by a completed and executed Notice of Borrowing telecopied or facsimiled to Administrative Agent and Swingline Lender.  Swingline Lender will promptly make the Swingline Advance available to Borrower at Borrower’s account with Administrative Agent or as otherwise directed by Borrower with written notice to Administrative Agent.", "output": "Swingline Lender" } ]

[ { "input": "The Committee has the authority to determine, in its sole discretion, that any event triggering forfeiture or repayment of your Award will not apply, to limit the forfeitures and repayments that result under Paragraphs 9 and 10 and to remove Transfer Restrictions before the[ applicable] Transferability Date. In addition, the Committee, in its sole discretion, may determine whether Paragraph 11 will apply upon a termination of Employment.", "output": "Committee" } ]

[ { "input": "Section 4.6 of the Original Lease shall apply with respect to each Suite 1500 Expense Year and each SGE And CWSE Statement.", "output": "CWSE" } ]

[ { "input": "The names of the obligors, amounts owing, due dates and other information with respect to the Accounts and Chattel Paper owned by such Grantor are and will be correctly stated in all material respects in all records of such Grantor relating thereto and in all invoices and reports with respect thereto furnished to the Administrative Agent by such Grantor from time to time.  As of the time when each Account or each item of Chattel Paper arises, such Grantor shall be deemed to have represented and warranted that such Account or Chattel Paper, as the case may be, and all records relating thereto, are genuine and in all respects what they purport to be.", "output": "Chattel Paper" } ]

[ { "input": "The term of each Award shall be determined by the Administrator and stated in the Award Agreement. In the case of an Option, the term shall be ten years from the Grant Date or such shorter term as may be provided in the Award Agreement.", "output": "the Award Agreement" } ]

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

[ { "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": "U.S. Bank National Association" } ]

[ { "input": "If an Account of Borrower includes a charge for any Taxes, Agent is authorized, in its discretion, to pay the amount thereof to the proper taxing authority for the account of Borrower, and all documented charges, expenses and fees Agent may incur in doing the foregoing shall be at the sole expense of Borrower and payable by Borrower to Agent not later than ten (10) Business Days after written demand; provided , however , that neither Agent nor Lenders shall be liable for any Taxes that may be due from Borrower or with respect to any Collateral.", "output": "ten (10) Business Days" } ]

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

[ { "input": "All issues and questions concerning the construction, validity, interpretation and enforceability of this Agreement and the exhibits and schedules hereto shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.", "output": "Delaware" } ]

[ { "input": "The amount determined by the Committee (or the Chief Executive Officer, as the case may be) to be payable in connection with each Bonus Award shall be paid in full in cash in one lump sum as soon as practicable following the end of the Performance Period in which the Bonus Award was earned, but no later than the 15 th day of the third month following the end of the Company’s fiscal year in which the Performance Period ended for employees subject to the tax laws of the United States (and, for all other employees, no later than the last day of such third month), provided that, except as otherwise provided in Section 8.3, the recipient Employee is still actively employed by the Company on the date Bonus Awards are paid.", "output": "the 15 th day of the third month" } ]

[ { "input": "The Holder may assign or sell a portion or all of this Debenture upon two (2) Trading Days’ notice to the Company which notice does not require the consent of the Company.", "output": "two (2) Trading Days’" } ]

[ { "input": "If this Lease is not terminated as provided in Section 13.2 - Effect on Lease , Landlord, at its expense, shall diligently proceed to repair and restore the Premises to substantially its former condition (to the extent permitted by then applicable Laws) and/or repair and restore the Building to an architecturally complete office building; provided, however, that Landlord’s obligations to so repair and restore shall be limited to the amount of any Award received by Landlord and not required to be paid to any Mortgagee. In no event shall Landlord have any obligation to repair or replace any improvements in the Premises beyond the amount of any Award received by Landlord for such repair or to repair or replace any of Tenant’s personal property, Trade Fixtures, or Alterations.", "output": "Section 13.2 - Effect on Lease" } ]

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

[ { "input": "The letter agreement, dated March 2, 2017, among the Borrower, the Agent and the Arrangers.", "output": "March 2, 2017" } ]

[ { "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": "Capitalized terms used but not otherwise defined herein shall have the meanings given such terms in Annex I hereto, and the rules of interpretation set forth in Annex I hereto shall apply to this Agreement.", "output": "Annex I" } ]

[ { "input": "The merger of the Bauerly Davis-Bacon Plan into the Plan and the resulting transfer of assets described above was designed to comply with Sections 401(a)(12), 411(d)(6) and 414(l) of the Internal Revenue Code and the regulations thereunder. The purpose of this Supplement H-9 is to reflect the merger and to set forth special provisions which shall apply with respect to Participants who had a portion of their Accounts transferred from the Bauerly Davis-Bacon Plan in connection with the merger of such plan (“Supplement H-9 Participants”).", "output": "Plan" } ]

[ { "input": "The Collateral is and will be owned by Borrower free and clear of all liens and other encumbrances of any kind (including liens or other encumbrances upon properties acquired or to be acquired under conditional sales agreements or other title retention devices), excepting only liens in favor of Agent and those liens and encumbrances permitted under Section 7.4 below. Borrower will defend the Collateral against any claims of all persons or entities other than Agent or such other permitted lienholders as are set forth in Section 7.4 .", "output": "Collateral" } ]

[ { "input": "(a) Except with respect to the Specified Assets, and to the extent described in Section 4.3, each Grantor shall take all actions as described in Section 7.3 of the Collateral Agency Agreement. In furtherance of the foregoing, within 90 days after the end of each fiscal year of Parent, Parent shall deliver to the Collateral Agent a certificate of an Officer (as defined in the Indenture and including any similar term in any other Priority Lien Document) of Parent attaching a supplement to the Schedules hereto reflecting any changes to the Schedules hereto during such fiscal year or confirming that there has been no change in such information since the date of this Agreement or latest supplement of the Schedules hereto.", "output": "such fiscal year" } ]

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