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contracts-extraction-instruction-llm-experiments

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[ { "input": "On the Closing Date each Buyer shall pay its respective Purchase Price to the Company for the Common Shares to be issued and sold to such Buyer at the Closing, by wire transfer of immediately available funds into the Wyrick Robbins trust account for the benefit of the Company in accordance with instructions previously provided by the Company and the Company, within three Business Days of the Closing Date, shall cause to be delivered to each Buyer certificates representing such aggregate number of Common Shares, as is set forth on the signature page hereto for such Buyer, duly executed on behalf of the Company and registered in the name of such Buyer.", "output": "Company" } ]

[ { "input": "In addition to statutory holidays, Executive shall be entitled to no less than 20 days of paid vacation each calendar year during the Term. Vacation shall accrue pursuant to the Company’s vacation accrual policy applicable to all employees of the Company, provided that no more than 20 vacation days may be carried over from one calendar year to a subsequent calendar year.", "output": "calendar year" } ]

[ { "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": "the Uniform Customs and Practice for Documentary Credits" } ]

[ { "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": "this Second Amendment" } ]

[ { "input": "Except as set forth on Schedule 4.4 attached hereto, the Company shall use the net proceeds from the sale of the Securities hereunder for working capital purposes and shall not use such proceeds: (a) for the satisfaction of any portion of the Company’s debt (other than payment of trade payables in the ordinary course of the Company’s business and prior practices), (b) for the redemption of any Common Stock or Common Stock Equivalents, (c) for the settlement of any outstanding litigation or (d) in violation of FCPA or OFAC regulations.", "output": "FCPA" } ]

[ { "input": "The Participant acknowledges that damages resulting from the breach of the provisions of this Agreement may be difficult to calculate. In the event of a breach or threatened breach by the Participant of this Agreement, the Company shall be entitled to apply to any court of competent jurisdiction for any injunction against such breach, actual or threatened. Notwithstanding the foregoing, the Company shall at all times retain its right to recover from the Participant, or any other person or entity that may be held liable, its damages resulting from such breach.", "output": "Company" } ]

[ { "input": "Pursuant to the Plan, in lieu of issuing Shares pursuant to this Section 4, the Committee may elect to pay the Participant the cash value of all or some of such Shares.", "output": "Committee" } ]

[ { "input": "Neither the Company nor any of the Subsidiaries nor, to the best of the Company’s Knowledge, any employee or agent of the Company or any Subsidiary, has made any contribution or other payment to any official of, or candidate for, any federal, state or foreign office in violation of any law or of the character required to be disclosed in the Company Disclosure Package.", "output": "Company" } ]

[ { "input": "Each Purchaser shall pay the applicable Purchase Price in respect of the shares purchased by such Purchaser pursuant to Section 2.1 to the Company by wire transfer of immediately available funds to the account specified by the Company to such Purchaser in writing not less than five (5) Business Days prior to the Closing.", "output": "Company" } ]

[ { "input": "Except for an action to challenge the validity of Employee’s release of claims under the ADEA, or as otherwise provided in Section 12 below, Employee promises that he will not file, instigate or participate in any proceeding against any of the Released Parties relating to any of the Released Claims. In the event Employee breaches the covenant contained in this Section 4 , Employee agrees to indemnify the Released Parties for all damages and expenses, including attorneys’ fees, incurred by any Released Parties in defending, participating in or investigating any matter or proceeding covered by this Section 4 .", "output": "12" } ]

[ { "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": "two" } ]

[ { "input": "The installments provided for in the vesting schedule set forth in the Grant Notice are cumulative. Each such installment that becomes vested and exercisable pursuant to the vesting schedule set forth in the Grant Notice shall remain vested and exercisable until it becomes unexercisable under Section  3.3 hereof. Once the Option becomes unexercisable, it shall be forfeited immediately.", "output": "the Grant Notice" } ]

[ { "input": "The obligations of the Lenders hereunder to make Loans and to make payments pursuant to Section 10.04(c) are several and not joint. The failure of any Lender to make any Term Loan or to make any payment under Section 10.04(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 Term Loan or to make its payment under Section 10.04(c) .", "output": "Section 10.04(c)" } ]

[ { "input": "The term of this Agreement shall commence on the date hereof and shall continue in effect until the earlier of (i) the full payment and performance of the APA Guaranteed Obligations and the HLPA Guaranteed Obligations or (ii) 180 days after the termination of the APA and the HL Purchase Agreement; provided that, in the event that any Action is instituted that challenges the validity of the termination of the APA or the HL Purchase Agreement or alleges the breach of or seeks the enforcement of the terms thereof, this Agreement shall continue in effect until such Action is finally resolved.", "output": "the HL Purchase Agreement" } ]

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

[ { "input": "Except as expressly provided in Section 6, upon the termination of Executive’s Employment, Executive shall only be entitled to (i) the accrued but unpaid Base Salary compensation and paid time off (“ PTO ”), (ii) other benefits earned and the reimbursements described in this Agreement or under any Company-provided plans, policies, and arrangements for the period preceding the effective date of the termination of Employment and (iii) such other compensation or benefits from the Company as may be required by law (collectively, the “ Accrued Benefits ”).", "output": "Section 6" } ]

[ { "input": "The Executive acknowledges that, other than as set forth in this General Release and the Agreement, (i) no promises have been made to him and (ii) in signing this General Release the Executive is not relying upon any statement or representation made by or on behalf of any Company Released Party and each or any of them concerning the merits of any claims or the nature, amount, extent or duration of any damages relating to any claims or the amount of any money, benefits, or compensation due the Executive or claimed by the Executive, or concerning the General Release or concerning any other thing or matter.", "output": "Executive" } ]

[ { "input": "Except as otherwise determined by the Board, the Committee shall consist solely of one or more Directors appointed to the Committee from time to time by the Board.", "output": "Committee" } ]

[ { "input": "The “ Maturity Date ” shall be March 23, 2019, and may be extended at the option of the Holder in the event that, and for so long as, an Event of Default (as defined below) shall not have occurred and be continuing on the Maturity Date (as may be extended pursuant to this Section 1) or any event shall not have occurred and be continuing on the Maturity Date (as may be extended pursuant to this Section 1) that with the passage of time and the failure to cure would result in an Event of Default.", "output": "March 23, 2019" } ]

[ { "input": "For any Tax Year (or portion thereof), Splitco shall (i) be liable for the Taxes allocated to Splitco by this Article II , (ii) pay such Taxes either to the applicable Tax Authority or to Distributing as required by Article IV , and (iii) pay Distributing as required by Article IV for the amount of any Tax Benefits allocated to Distributing pursuant to this Article II that Splitco is treated as using in accordance with Section  2.01(c) to reduce Taxes described in clause (ii) of this Section  2.01(b) .", "output": "Splitco" } ]

[ { "input": "This Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns. The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Purchaser (other than by merger). The Purchaser may assign any or all of its rights under this Agreement to any Person to whom the Purchaser assigns or transfers the Note or any of the Shares issuable upon conversion of the Note, provided that such transferee agrees in writing to be bound, with respect to the transferred Note or Shares, as the case may be, by the provisions of the Transaction Documents that apply to the Purchaser.", "output": "Purchaser" } ]

[ { "input": "The Borrower shall on the date, which is no later than one hundred and eighty (180) days following the Issue Date (“Registration Deadline”) file the registration statement with the SEC, which shall include all shares issuable upon conversion of the Note (“Registration Rights Agreement”). In the event that Borrower fails to register the shares of Common Stock of the Note by the Redemption Deadline as liquidated damages and not a penalty, the conversion price of this Note shall while this Note remains outstanding equal the Default Conversion Price as defined in Section 1.2(a) of this Note.", "output": "Section 1.2(a)" } ]

[ { "input": "Manager shall obtain and verify bills for real estate and personal property taxes, improvement assessments and other like charges, including, but not limited to charges that are or may become liens against the Enterprise, or any portion thereof.  U pon receipt, Manager shall promptly give notice of and deliver to COPR copies of any and all such bills or notices and , upon approval by COPR, shall cause COPR to pay such taxes and assessments, on behalf of COPR and at COPR's expense.  At the request of COPR and on COPR's behalf and expense, Manager is hereby authorized to contest any such taxes or charges, and to pursue any such contests diligently.", "output": "Enterprise" } ]

[ { "input": "MELTEC has full power and authority to enter into this Agreement, and this Agreement, when executed and delivered, will constitute a valid and legally binding obligation of MELTEC.", "output": "MELTEC" } ]

[ { "input": "Each Party shall reasonably cooperate with and assist the other Party in connection with the activities of such Party under Section 10.2 upon the reasonable request of the other Party, including by making scientists and scientific records reasonably available and the execution of all such documents and instruments and the performance of such acts as may be reasonably necessary in order to permit the other Party to continue any Prosecution or Maintenance of the applicable Patent Rights.", "output": "Party" } ]

[ { "input": "The agreement to arbitrate under this Section 8 shall be governed by the Uniform Arbitration Act of 2000 (Nevada Revised Statutes 38.206 et   seq ).   In ruling on procedural and substantive issues raised in the arbitration itself, the Arbitrator shall in all cases apply the substantive law of the State of Nevada.", "output": "the Uniform Arbitration Act of 2000" } ]

[ { "input": "The Corporation and the Bank shall indemnify Executive, to the fullest extent permitted by applicable law, with respect to any threatened, pending or contemplated action, suit or proceeding brought against him by reason of the fact that he is or was a director, officer, employee or agent of the Corporation and the Bank or is or was serving at the written request of the Corporation as a director, officer, employee or agent of another person or entity. Executive’s right to indemnification provided herein is not exclusive of any other rights to which Executive may be entitled under any bylaw, agreement, vote of shareholders or otherwise, and shall continue beyond the term of this Agreement.", "output": "Bank" } ]

[ { "input": "On and after the Retirement Date, as partial consideration for the acceleration of vesting of awards set forth on Exhibit A, the Executive shall continue to be subject to the provisions of Section 7 (“ Nondisclosure and Noncompetition ”) of the Employment Agreement in accordance with its terms. The foregoing shall apply irrespective that the Employment Agreement otherwise terminated on the Retirement Date.", "output": "the Employment Agreement" } ]

[ { "input": "For the services of the Consultant to be rendered under this Agreement, the Company shall pay the Consultant a monthly fee of $12,500 payable on the first and 16 th calendar days (or the next business day) of each month. Provided, however, the fees shall accrue until the Company has raised at least $500,000 in its private placement offering currently being conducted (the “Offering”).", "output": "each month" } ]

[ { "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": "Section  10.3" } ]

[ { "input": "No material consent, approval, waiver, or authorization of, or exemption by, or filing with any Governmental Authority (a “ Governmental Consent ”) is required in connection with the execution and delivery by Seller of this Agreement or any Transaction Document to which it is a party or the performance by it of its obligations hereunder or thereunder (excluding Governmental Consents, if any, which Buyer is required to obtain or make, as to which no representations or warranties are made by Seller), except for such filings as may be required under the HSR Act.", "output": "Seller" } ]

[ { "input": "For all of the services rendered by Executive hereunder, the Company shall pay Executive a base salary (“ Base Salary ”), which shall be at the annual rate of Three Hundred Twenty Five Thousand Dollars ($325,000), payable in installments at such times as the Company customarily pays its other senior level executives. Executive’s Base Salary shall be reviewed annually for appropriate increases by the Board of Trustees of the Company (the “ Board ”) or the Compensation Committee of the Board (the “ Committee ”), pursuant to the Committee’s delegated authority, pursuant to the Board’s or the Committee’s, as applicable, normal performance review policies for senior level executives but shall not be decreased.", "output": "Company" } ]

[ { "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 9.03(c)" } ]

[ { "input": "During the term of this Agreement, Executive shall not accrue paid vacation or personal time off under any current or future vacation or paid time off policy of the Company (collectively, the “ PTO Plans ”). Executive may take reasonable time off for vacation, consistent with the needs of the Company’s business, and shall notify the Board of such vacation usage, consulting in advance with the Board as appropriate. Executive’s accrued vacation and paid time off account balance of $148,229.86 as of December 31, 2016 (the “ Balance ”) shall not be affected by this Section 4.1, and such Balance shall be payable in full upon Executive’s termination of employment with the Company for any reason.", "output": "this Section 4.1" } ]

[ { "input": "This Agreement shall be deemed to have been made in the State of New York and shall be construed and the rights and liabilities determined, in accordance with the law of the State of New York, without regard to the conflicts of laws rules of such jurisdiction. The parties hereby irrevocably consent to the jurisdiction of the court located in the State of New York.", "output": "New York" } ]

[ { "input": "Acer and Key Employee understand and expressly agree that this Agreement shall bind and benefit the heirs, partners, successors, employees, directors, stockholders, officers, attorneys, affiliates, predecessors, representatives and assigns of Acer and Key Employee.", "output": "Acer" } ]

[ { "input": "In addition to the recovery right described in Section 8.6, if the Company is required to prepare an accounting restatement that would trigger recoupment under the Company’s Recoupment Policy, any amount to be repaid by a Participant under the Recoupment Policy may be withheld by the Company from amounts otherwise payable by the Company to the Participant under this Plan to the extent permitted by applicable law and in a manner that complies with Code Section 409A or an applicable exemption.", "output": "Company" } ]

[ { "input": "Employee acknowledges and agrees that both during and after his employment with Employer, whether such termination is voluntary or involuntary, Employee shall not disparage, denigrate or comment negatively upon, either orally or in writing, the Employer Group or any of their respective officers, directors, employees or representatives, to or in the presence of any person or entity unless compelled to act by a valid subpoena or other legal mandate; provided, however, if Employee receives such a valid subpoena or legal mandate, he shall provide Employer with written notice of the same at least five (5) business days prior to the date on which Employee is required to make the disclosure.", "output": "Employee" } ]

[ { "input": "Notwithstanding anything to the contrary in the Award Letter, if Grantee’s Continuous Service terminates while any Unvested RSUs are outstanding and such termination is by reason of Grantee’s death or Disability, then all Unvested RSUs shall become Vested RSUs. In the event Grantee’s employment with the Company terminates while any Unvested RSUs are outstanding and such termination is other than by reason of Grantee’s death or Disability, then all Unvested RSUs will be forfeited and cancelled without payment.", "output": "Grantee" } ]

[ { "input": "(a) Real Property . Each of the Company and its Subsidiaries has valid fee simple title to, or valid leasehold interests in, or easements or other limited property interests in all easements, rights of way, and other Real Property interests relating to the Company or its Subsidiaries’ operations, and has valid title to its personal property and assets, in each case, except for Permitted Liens and except for defects in title that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their respective intended purposes and except where the failure to have such valid title would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.", "output": "Company" } ]

[ { "input": "The consent by the First Lien Secured Parties to the execution and delivery of the Second Lien Documents and the grant to Second Lien Agent, for and on behalf of itself and the other Second Lien Secured Parties, of a Lien on the Collateral and all loans and other extensions of credit made or deemed made on and after the date hereof by the First Lien Secured Parties to any Grantor shall be deemed to have been given and made in reliance upon this Intercreditor Agreement.", "output": "Second" } ]

[ { "input": "In addition to statutory holidays, Executive shall be entitled to no less than 20 days of paid vacation each calendar year during the Term. Vacation shall accrue pursuant to the Company’s vacation accrual policy applicable to all employees of the Company, provided that no more than 20 vacation days may be carried over from one calendar year to a subsequent calendar year.", "output": "each calendar year" } ]

[ { "input": "After the giving of any notice of claims (a “ Claim Notice ”) by an indemnified party to the party(ies) from whom indemnification is sought (the “ Indemnitor ”), the amount of indemnification to which an indemnified party shall be entitled under this Article IX shall be determined: (i) by written agreement between the indemnified party and the Indemnitor; (ii) by a final judgment or decree of any court of competent jurisdiction; or (iii) by any other means to which the indemnified party and the Indemnitor shall agree in writing. The judgment or decree of a court shall be deemed final when the time for appeal, if any, shall have expired and no appeal shall have been taken or when all appeals taken shall have been finally determined.", "output": "Indemnitor" } ]

[ { "input": "The Optionee or his/her Successors shall have no rights as a stockholder with respect to any shares covered by this Option until the Optionee or his/her Successors shall have become the beneficial owner of such shares, and, except as provided in Section 7 of this Agreement, no adjustment shall be made for dividends or distributions or other rights in respect of such shares for which the record date is prior to the date on which the Optionee or his/her Successors shall have become the beneficial owner thereof.", "output": "Section 7" } ]

[ { "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": "Alfred E. Smith IV" } ]

[ { "input": "Except with respect to obtaining the Required Consents for the Leases set forth on Schedule 3.2, Parent and Company have the full and unrestricted power to sell, assign, transfer and deliver the Assets in accordance with the terms of this Agreement, free and clear of all Encumbrances and there are no claims or actions pending with respect to the title of the Assets, except for those arising under this Agreement in favor of Buyer.", "output": "Buyer" } ]

[ { "input": "In consideration of the rights granted by Licensor to Bayer under this Agreement, Bayer shall make to Licensor a one-time non-creditable, non-refundable upfront payment of US Dollars four million (USD 4,000,000). Bayer shall remit the monies due within thirty (30) days following the later of the Effective Date and receipt of an invoice.", "output": "Bayer" } ]

[ { "input": "Any judgment, order or decree involving a liability of $40,000,000 or more, or one or more judgments, orders, or decrees involving a liability of $80,000,000 or more, in the aggregate, shall be entered against the Parent Guarantor or any of its Subsidiaries and such judgments, orders or decrees shall continue unsatisfied, undischarged and unstayed for a period ending on the first to occur of (i) the last day on which such judgment, order or decree becomes final and unappealable and, where applicable, with the status of a judicial lien or (ii) 60 days; provided that if such judgment, order or decree provides for periodic payments over time then the Parent Guarantor or such Subsidiary shall have a grace period of 30 days with respect to each such periodic payment.", "output": "first" } ]

[ { "input": "Alfa shall deliver or have delivered the Compound [***] or [***]. Title and risk shall pass to Salix when the Compound is delivered by the carrier to the plant as set forth above or as otherwise designated by Salix from time to time. Anything to the contrary under this Agreement notwithstanding, any cost and expense arising out of delivery of the Compound from the major airport or seaport to [***] or to the plant in the Territory designated by Salix from time to time exceeding [***] miles shall be promptly reimbursed by Salix to Alfa.", "output": "Salix" } ]

[ { "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": "Purchaser" } ]

[ { "input": "The parties further expressly agree and acknowledge that in consideration of the agreements contained herein and in full and complete satisfaction of any and all amounts owed to Executive and/or Executive’s affiliates pursuant to the Agreement and/or the Affiliate Agreements through the Effective Date (including without limitation $240,000 in unpaid salary under the Agreement), the Company shall deliver to Executive a total of $400,000 worth of Series C Preferred Stock simultaneously herewith.", "output": "Executive" } ]

[ { "input": "Park Sterling agrees that during the Term and for a period of two (2) years thereafter, each will not make any statement (written or oral) that could reasonably be perceived as disparaging to the Executive. The Executive agrees that during the Term and for a period of two (2) years thereafter, the Executive will not make any statement (written or oral) that could reasonably be perceived as disparaging to Park Sterling or any person or entity that he reasonably should know is an affiliate of Park Sterling.", "output": "two (2) years" } ]

[ { "input": "The Compensation Benefits in Section 2 are conditional upon strict compliance with Executive’s obligations and covenants under the Non-Compete Agreement and this Agreement, including but not limited to Section 7 (cooperation) and Section 8 (return of company property). Executive understands and acknowledges that a breach of any of these obligations and covenants shall result in cessation of the Compensation Benefits. All compensation payments, whether or not part of the Compensation Benefits, shall remain subject to the Rogers Corporation Compensation Recovery Policy, as amended from time to time.", "output": "Executive" } ]

[ { "input": "Unless otherwise provided by the Committee in its discretion or transferred pursuant to a qualified domestic relations order as defined in the Code or Title I of the Employee Retirement Income Security Act of 1974, as amended , this Award and the RSUs may not be sold, assigned, alienated, transferred, pledged, attached or otherwise encumbered except as provided in Section 9(a) of the Plan.  Any purported sale, assignment, alienation, transfer, pledge, attachment or other encumbrance of the Award or any RSU in violation of the provisions of this Section 5 and Section 9(a) of the Plan shall be void.", "output": "Committee" } ]

[ { "input": "During the Second Expansion Space Term with respect to the Second Expansion Space, Tenant shall be entitled to use an additional one hundred fifty (150) unreserved parking spaces in the Parking Facility in accordance with the terms of the Lease.", "output": "Second" } ]

[ { "input": "Any notice to the Company under this Agreement shall be made in care of the Committee to the office of the General Counsel, at the Company’s main offices. All notices under this Agreement shall be deemed to have been given when hand delivered or mailed, first class postage prepaid, and shall be irrevocable once given.", "output": "Committee" } ]

[ { "input": "To the extent the provisions of this Section or otherwise in this Lease shall conflict with the provisions of any Laws of the State of Texas, or any agency or political subdivision thereof, controlling the rights and obligations of parties to leases in the event of damage by fire or other casualty to leased space, the provisions of this Section and this Lease shall govern and control and such conflicting laws shall be deemed expressly waived by the parties hereto to the extent allowed by such Laws.", "output": "any Laws" } ]

[ { "input": "The Director shall have no rights as a stockholder of the Company with respect to any shares of Company Common Stock covered by the Deferred Share Units prior to the issuance of such shares of Company Common Stock.", "output": "Company" } ]

[ { "input": "All payments and benefits under this Agreement shall be made subject to applicable withholding, and the Corporation and/or Partnership, as applicable, shall withhold from any payments or benefits under this Agreement all federal, state and local income, payroll, excise and other taxes, as the Corporation or Partnership believes it is required to withhold pursuant to any law or governmental rule or regulation. Except as specifically provided otherwise in this Agreement, the Executive shall bear all expense of, and be solely responsible for, all federal, state and local taxes due with respect to any payment and benefits received under this Agreement.", "output": "Partnership" } ]

[ { "input": "UK Borrowers may convert their Eurodollar Rate Loans to UK Base Rate Loans at any time; provided , that in the event that such Eurodollar Rate Loans are converted or prepaid on any date that is not the last day of the Interest Period applicable thereto, including as a result of any prepayment through the required application by Agent of any payments or proceeds of Collateral in accordance with the terms hereof or for any other reason, including early termination of the term of this Agreement or acceleration of all or any portion of the Obligations pursuant to the terms hereof, each UK Borrower shall indemnify, defend, and hold Agent and the UK Lenders and their Participants harmless against any and all UK Funding Losses in accordance with Section 3.1 (c)(ii) .", "output": "UK" } ]

[ { "input": "The Participant may, from time to time, name any beneficiary or beneficiaries (who may be named contingently or successively) to whom any benefit under an Award Agreement is to be distributed in case of his or her death before he or she receives any or all of such benefit. Each such designation shall revoke all prior designations by the Participant, shall be in a form prescribed by the Company, and will be effective only when filed by the Participant in writing with the Secretary of the Company during the Participant’s lifetime. In the absence of any such designation, benefits remaining unpaid at the Participant’s death shall be paid to the Participant’s estate.", "output": "Company" } ]

[ { "input": "Commission shall not be deemed \"earned\" until 30 days following the last day of the quarter in which the customer has been invoiced by the Company, and will be paid in the month following the date upon which it was earned.", "output": "the last day of the quarter" } ]

[ { "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": "Buyer" } ]

[ { "input": "The Company will not, and will not permit any of its Restricted Subsidiaries to, make any change in its fiscal year; provided that (i) the Company shall be permitted to make a single change in fiscal year during the term of this Agreement and (ii) each of Kodiak and Vector shall be permitted to change its fiscal year to end at March 31 for each fiscal year and, in each such case the Company and the Administrative Agent will, and are hereby authorized by the Lenders to, make any adjustments to this Agreement that are necessary to reflect such change in fiscal year.", "output": "fiscal year" } ]

[ { "input": "The Administrative Agent and each Lender hereby notify the Borrower that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”), the Administrative Agent and each Lender are required to obtain, verify and record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow Administrative Agent and such Lender to identify the Borrower in accordance with the Patriot Act.", "output": "October 26, 2001" } ]

[ { "input": "The Administrative Agent, each Lender and their affiliates (collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict with those of Altria. Altria agrees that nothing in this Agreement will be deemed to create an advisory, fiduciary or agency relationship or fiduciary or other implied duty between the Lenders and Altria, its stockholders or its affiliates. Altria further acknowledges and agrees that it is responsible for making its own independent judgment with respect to this Agreement and the process leading thereto. Altria agrees that it will not claim that any Lender has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to Altria, in connection with this Agreement or the process leading thereto.", "output": "Altria" } ]

[ { "input": "In consideration of the rights and licenses granted by Qorvo to Zomedica under this Agreement, Zomedica shall, following achievement of each applicable milestone event set forth in the below table (each, a “ Milestone Event ”) make the “Milestone Payment” set forth in the below table for such Milestone Event, in the form ( i.e. , cash or shares of Zomedica’s common stock (“equity”)) determined in accordance with the “Payment Form” set forth in the below table for such Milestone Event.", "output": "Zomedica" } ]

[ { "input": "Grantor represents and warrants to Lender that Grantor holds good and marketable title to the Collateral, free and clear of all liens and encumbrances except for the lien of this Agreement.  No financing statement covering any of the Collateral is on file in any public office other than those which reflect the security interest created by this Agreement or to which Lender has specifically consented. Grantor shall defend Lender's rights in the Collateral against the claims and demands of all other persons.", "output": "Grantor" } ]

[ { "input": "The Participant agrees that this Award shall be governed by and interpreted in accordance with the laws of the Commonwealth of Virginia without regard to Virginia’s choice of law rules. The Participant consents to the personal jurisdiction of the federal and/or state courts serving the Commonwealth of Virginia and waives any defenses of forum non conveniens. The Participant agrees that any and all initial judicial actions related to this Award shall only be brought in the United States District Court for the Eastern District of Virginia, Norfolk Division or the appropriate state court in the City of Norfolk, Virginia regardless of the place of residence or work location of the Participant at the time of such action.", "output": "Virginia" } ]

[ { "input": "The exercise price per share of the Common Stock under this Warrant shall be $1.96, subject to adjustment hereunder (the “ Exercise Price ”).", "output": "1.96" } ]

[ { "input": "This First Amended and Restated Springing Guaranty amends and restates in its entirety that certain Springing Guaranty dated as of July 1, 2014 made by the Guarantor in favor of Agent and the lenders under the “Existing Credit Agreement” (as defined in the Credit Agreement).", "output": "July 1, 2014" } ]

[ { "input": "Except as set forth in the SEC Documents or public disclosures disseminated by the Company, 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. The Company and its Subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing.", "output": "SEC" } ]

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

[ { "input": "All references herein to consolidated financial statements of the Borrower and its Subsidiaries or to the determination of any amount for the Borrower and its Subsidiaries on a consolidated basis or any similar reference shall, in each case, be deemed to include each variable interest entity that the Borrower is required to consolidate pursuant to FASB Interpretation No. 46 – Consolidation of Variable Interest Entities: an interpretation of ARB No. 51 (January 2003) as if such variable interest entity were a Subsidiary as defined herein.", "output": "January 2003" } ]

[ { "input": "Borrower certifies that it has filed or caused to be filed all federal, state and other tax returns which are required to be filed, and has paid or caused to be paid all taxes as shown on said returns or in any manner due to be paid (including, but not limited to, ad valorem and personal property taxes) or on any assessment received by Borrower and not being contested in good faith, to the extent that such taxes have become due. Borrower further certifies that Borrower has paid all other taxes, levies and charges of any nature, including any governmental charges.", "output": "Borrower" } ]

[ { "input": "The Holder acknowledges and agrees that the payment obligations under the Note shall unconditionally be subordinate to the obligations of the Company or Buyers to its lenders under any loan, convertible debt, or other debt facility (the “Lenders”).  This Note is subject to the terms of that certain Subordination Agreement dated July 31, 2013, between the parties hereto and Bank Hapoalim B.M.  The Company agrees that it shall not enter into any agreement after the date this Note is issued that will prevent the Company from paying all amounts owing under the Note in cash on the Maturity Date.", "output": "July 31, 2013" } ]

[ { "input": "In the event that the Participant’s Service terminates by reason of the Participant’s death or Disability, any then-vested portion of the Option may be exercised by the Participant or the Participant’s beneficiary as designated in accordance with Section 9, or if no such beneficiary is named, by the Participant’s estate, at any time prior to one (1) year following the Participant’s termination of Service or the Normal Expiration Date of the Option, whichever period is shorter. The Option shall terminate immediately thereafter.", "output": "Section 9" } ]

[ { "input": "If a Participant who has made a valid election as to the form and time of the payment of his or her Account dies, then the Beneficiary shall receive the payment(s) on the date(s) elected by the Participant and at the same time and in the same form as the Participant would have received such payment(s), except that the Beneficiary may request a distribution on account of an Unforeseeable Emergency as described in Section V.(f). If such a Participant has not made a valid election as to the time and form of his distribution, then payment shall be made in a lump sum on the date that is six months following the date of the Participant’s death.", "output": "six months" } ]

[ { "input": "Each of Harbor and Spinco or its successor, as applicable, shall cause to be performed, and hereby guarantees the performance of, all actions, agreements and obligations set forth herein to be performed by any Harbor Entity and any Spinco Entity, respectively. The Parties each agree to take such further actions and to execute, acknowledge, and deliver, or to cause to be executed, acknowledged, and delivered, all such further documents as are reasonably requested by the other for carrying out the purposes of this Agreement or of any document delivered pursuant to this Agreement. The provisions of Section 10.15 of the Distribution Agreement governing specific performance are incorporated herein by reference.", "output": "the Distribution Agreement" } ]

[ { "input": "(a) Unless otherwise mutually agreed in writing, all transfers of funds to be made by Sellers hereunder shall be made in Dollars, in immediately available funds, without deduction, set-off or counterclaim, to Buyer at the following account maintained by Buyer: JPMorgan Chase Bank, Account Number ********, for the credit account: JPMorgan Chase Bank NY; ref: PennyMac, ABA# ***-***-*** Attn: Mortgage Finance, not later than 5:00 p.m. New York City time, on the date on which such payment shall become due (and each such payment made after such time shall be deemed to have been made on the next succeeding Business Day).  Each Seller acknowledges that it has no rights of withdrawal from the foregoing account.", "output": "New York City" } ]

[ { "input": "This Performance Undertaking shall survive the insolvency of each Originator and the commencement of any case or proceeding by or against either Originator under the federal bankruptcy code or other federal, state or other applicable bankruptcy, insolvency or reorganization statutes. No automatic stay under the Federal Bankruptcy Code with respect to either Originator or other federal, state or other applicable bankruptcy, insolvency or reorganization statutes to which either Originator is subject shall postpone the obligations of the Performance Guarantor under this Undertaking.", "output": "Originator" } ]

[ { "input": "This Amendment may be executed in separate counterparts (including by means of facsimile or electronic transmission), each of which is deemed to be an original and all of which taken together constitute one and the same agreement.", "output": "one" } ]

[ { "input": "The Agreement shall become effective on the Effective Date and shall continue unless earlier terminated as provided in Section 7 (the \" Term \" ). The Executive ' s employment with the Company shall be \" at will ,\" meaning that the Executive's employment may be terminated by the Company or the Executive at any time and for any reason provided that Executive may not voluntarily terminate his employment upon less than ninety days prior written notice delivered to the Company, or upon such shorter notices as Company and Executive agree.", "output": "Executive" } ]

[ { "input": "This Agreement will terminate upon the earlier of (a) the Effective Time and (b) the date of termination of the Merger Agreement in accordance with its terms (the “ Expiration Time ”); provided that (i) Section 5 shall survive the Expiration Time in accordance with its terms; (ii) Section 6 shall survive the Expiration Time to the extent that Section 5 applies; and (iii) this Section 7 and Section 8 shall survive the Expiration Time indefinitely; provided , further that no such termination or expiration shall relieve any party hereto from any liability for any breach of this Agreement occurring prior to such termination.", "output": "Section 6" } ]

[ { "input": "In consideration for and contingent upon Executive’s receipt of the payments and benefits set forth in Section 2(a)-(c) above, Executive shall execute and deliver the General Release within twenty-one (21) days of the Separation Date. The payments and benefits set for in Section 2(a)-(c) above will be forfeited, if Executive fails to execute and deliver the General Release within the time period provided in this Section 3 or revokes the General Release. The Release Effective Date shall be the 8 th day after the Executive signs and returns the General Release to the Company, provided that the Executive does not revoke any part of the General Release within the 7-day revocation period.", "output": "Section 2(a)-(c)" } ]

[ { "input": "Current financial statements as of September 30, 2018, of Guarantor, supporting in Lender’s reasonable discretion the guaranty amount allocated to Guarantor.", "output": "Guarantor" } ]

[ { "input": "Unless Administrative Agent otherwise consents in writing, in order to facilitate Administrative Agent’s and the Lenders’ maintenance and monitoring of their security interests in the Collateral, maintain all of their deposit accounts and securities accounts (a) with an institution that has entered into a control agreement with Administrative Agent and the applicable Loan Party granting “control” (as defined in the UCC) of such accounts to Administrative Agent and otherwise in form and substance satisfactory to Administrative Agent, and (b) in a structure acceptable to Administrative Agent. For the avoidance of doubt, all receivables of each Loan Party shall be deposited into a deposit account that meets the requirements of this Section 10.10 .", "output": "Administrative Agent" } ]

[ { "input": "As herein amended, the Loan Agreement shall remain in full force and effect and is hereby ratified and confirmed in all respects.  After the effectiveness of this Amendment, all references in the Loan Agreement and the other Loan Documents to “Loan Agreement” or similar terms shall refer to the Loan Agreement as amended hereby.  Each other Loan Document is hereby ratified, approved and confirmed in each and every respect.", "output": "the Loan Agreement" } ]

[ { "input": "Licensee accepts Licensor’s consent herein granted subject and subordinate to any mortgage or deed of trust and to all amendments, renewals, extensions and refinancing thereof, that may now or hereafter exist or constitute a lien upon the interest of Licensor in the Building or any part thereof.", "output": "Licensee" } ]

[ { "input": "Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) the Transaction Documents, whenever Buyer exercises a right, election, demand or option under a Transaction Document and the Company or any Subsidiary does not timely perform its related obligations within the periods therein provided, then Buyer may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company or such Subsidiary (as the case may be), any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights.", "output": "Company" } ]

[ { "input": "The proceeds of the Loans were used solely (i) to effect the Specified Refinancing and (ii) for working capital and other general corporate purposes of the Borrower and its Restricted Subsidiaries. No part of the proceeds of any Loan were used, whether directly or indirectly, for any purpose that entails a violation of any of the Regulations of the Board, including Regulations T, U and X.", "output": "the Regulations of the Board" } ]

[ { "input": "The Shares shall vest in increments, in accordance with the following schedule: (i) 2,682 Shares shall vest on May 31, 2017; and (ii) 1,640 Shares shall vest in seven (7) equal monthly installments starting with June 30, 2017 and at the end of each month thereafter. May 31, 2017 and each month end thereafter, being referred to herein as, a “ Vesting Date ”. There shall be no proportionate or partial vesting in the periods prior to the applicable Vesting Date and all vesting shall occur only on the appropriate Vesting Date provided Participant is then providing services to the Company or, if Participant is no longer providing services to the Company, Participant’s employment was terminated without cause by the Company.", "output": "May 31, 2017" } ]

[ { "input": "For purposes of determining withholding Taxes imposed under FATCA, from and after the Third Amendment Effective Date, the Borrower and the Administrative Agent shall treat (and the Lenders hereby authorize the Administrative Agent to treat) this Agreement as not qualifying as a “grandfathered obligation” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i).", "output": "Regulation Section 1.1471-2(b)(2)(i)" } ]

[ { "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": "Landlord" } ]

[ { "input": "This Agreement, when executed and delivered by the Company in accordance with the provisions hereof, shall be a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the enforcement of creditors’ rights generally.", "output": "Company" } ]

[ { "input": "Purchaser shall have tendered at Closing all Closing Documents to which Purchaser is a party.", "output": "Purchaser" } ]

[ { "input": "This Agreement and the rights and obligations of the parties hereunder shall be governed by the laws of the State of Nevada. The parties hereby waive any plea or defense of venue or jurisdiction as not being a resident of the State of Nevada, and hereby specifically agree that any action brought by either party to this Agreement must be instituted and prosecuted only in the state courts located in Clark County, Nevada, or in the United States District Court for the District of Nevada.", "output": "the United States District Court" } ]

[ { "input": "The address of the registered office of the Company in the State of Delaware is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington, DE 19801.", "output": "The Corporation Trust Company" } ]

[ { "input": "THIS AGREEMENT SHALL BE SUBJECT TO THE PROVISIONS REGARDING CHOICE OF LAW AND VENUE, JURY TRIAL WAIVER, AND JUDICIAL REFERENCE SET FORTH IN SECTION 12 OF THE CREDIT AGREEMENT, AND SUCH PROVISIONS ARE INCORPORATED HEREIN BY THIS REFERENCE, MUTATIS MUTANDIS .", "output": "SECTION 12 OF THE CREDIT AGREEMENT" } ]

[ { "input": "If a hurricane, hazardous weather condition, or other condition outside the control of Buyer causes insurers generally to suspend issuance of insurance binders and coverage for properties in the vicinity of the Property, such that Buyer would be unable to obtain full replacement value insurance coverage on the Property at commercially reasonable rates as a result of such condition effective on the Closing Date, then Buyer shall be entitled to extend the Closing Date until such time that the condition passes and insurers generally are no longer suspending the issuance of insurance binders and coverage for properties in the vicinity of the Property but in no event later than February 28, 2017.", "output": "later than February 28, 2017" } ]