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[ { "input": "No Shares shall be issued or transferred under this Award Agreement unless the Committee determines that such issue or transfer is in compliance with all applicable U.S. federal, state and/or foreign securities laws and regulations,.", "output": "U.S." } ]

[ { "input": "This Agreement shall be construed in accordance with New York law without regard to such State's conflict of law rules. Any dispute arising from or related to this Agreement shall be brought exclusively before the courts located in the State and County of New York.", "output": "New York" } ]

[ { "input": "If Executive voluntarily resigns his employment without Good Reason or if Executive’s employment is terminated by reason of Executive’s death, in lieu of any other payments or benefits, Executive (or Executive’s beneficiary or estate, as applicable) shall be entitled to the Accrued Benefits only.", "output": "Executive" } ]

[ { "input": "Keep its chief executive office and principal place of business at the address of such Lessee referred to in Schedule IV or, upon thirty (30) days’ prior written notice to the Collateral Agent and the Buyer, at such other locations in jurisdictions where all action required under the Master Lease Agreement shall have been taken and completed.", "output": "thirty (30) days’" } ]

[ { "input": "Keep (and cause each Originator to keep) its location (as such term is defined in the applicable UCC), and the office where it keeps its records concerning or related to Receivables, at the address(es) referred to in the Purchase and Sale Agreement, in the case of the Originators and in  Schedule I or Schedule II , respectively, in the case of the Transferor or at such other locations in jurisdictions where all action required by Section 7.3 shall have been taken and completed; provided that the Transferor shall promptly (and in any event prior to the date that is 30 days after any such change in location) give (or shall cause the relevant Originator to give) to the Company and the Administrator (as the assignee of the Company) written notice of any such change in location.", "output": "Company" } ]

[ { "input": "The principal place of Executive’s employment shall be the Corporation’s corporate headquarters, which is currently located in Parsippany, New Jersey; provided that Executive will be required to travel on Corporation business during the Term as directed by the Chief Executive Officer.", "output": "Parsippany" } ]

[ { "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": "the Employment Agreement" } ]

[ { "input": "This Agreement shall be governed by and construed in accordance with the internal laws of the State of California, without regard to conflict of law principles.", "output": "California" } ]

[ { "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": "Borrower" } ]

[ { "input": "The Company may, in its sole discretion, decide to deliver any documents related to the Performance Share Unit grant under and participation in the Plan or future Performance Share Units that may be granted under the Plan by electronic means or to request Awardee’s consent to participate in the Plan by electronic means. Awardee hereby consents to receive such documents by electronic delivery and to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company, including the acceptance of performance share unit grants and the execution of performance share unit agreements through electronic signature.", "output": "Awardee" } ]

[ { "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": "Executive" } ]

[ { "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": "Collateral" } ]

[ { "input": "Except as otherwise provided herein, neither Party shall have any right, express or implied, to use in any manner the name or other designation of the other Party or any other trade name, trademark or logo of the other Party for any purpose in connection with the performance of this Agreement.", "output": "Party" } ]

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

[ { "input": "During the Employment Period, Executive shall receive an annual base salary in an amount equal to three hundred thousand dollars ($300,000), which shall be paid in accordance with the customary payroll practices of the Company and prorated for partial calendar years of employment (as in effect from time to time, the “ Annual Base Salary” ). The Annual Base Salary shall be subject to review every year by the Compensation Committee of the Board of Directors of the Company (the “ Committee ”), in its sole discretion, for possible increase (but not decrease) and any such increased Annual Base Salary shall constitute “Annual Base Salary” for purposes of this Agreement.", "output": "the Compensation Committee" } ]

[ { "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": "December 31, 2014" } ]

[ { "input": "Awards of Restricted Stock must be accepted within a period of 60 days (or such shorter period as the Committee may specify at grant) after the grant date, by executing a Restricted Stock agreement and by paying whatever price (if any) the Committee has designated thereunder.", "output": "a period of 60 days" } ]

[ { "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": "Premises" } ]

[ { "input": "Notwithstanding any provision of this Voting Agreement to the contrary, nothing in this Voting Agreement shall limit or restrict the Stockholder from (a) acting in Stockholder’s capacity as a director or officer of the Company, if applicable (it being understood that this Voting Agreement shall apply to Stockholder solely in Stockholder’s capacity as a stockholder of the Company) or (b) voting in such Stockholder’s sole discretion on any matter other than those relating to the Merger or Asset Transfer, as applicable.", "output": "Company" } ]

[ { "input": "To the full extent permitted by law, (i) no member of the Board, the Committee or any person to whom the Committee delegates authority under the Plan shall be liable for any action or determination taken or made in good faith with respect to the Plan or any Award made under the Plan, and (ii) the members of the Board, the Committee and each person to whom the Committee delegates authority under the Plan shall be entitled to indemnification by the Company with regard to such actions and determinations.  The provisions of this paragraph shall be in addition to such other rights of indemnification as a member of the Board, the Committee or any other person may have by virtue of such person’s position with the Company.", "output": "Board" } ]

[ { "input": "The Parent Stockholder Approval is the only vote of the holders of any class or series of the capital stock of Parent necessary (under the certificate of incorporation and by-laws of Parent, other applicable Laws or otherwise) to approve and authorize the transactions contemplated by this Agreement and the Ancillary Agreements.", "output": "Parent" } ]

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

[ { "input": "The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable Requirement of Law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.", "output": "the New York State Electronic Signatures and Records Act" } ]

[ { "input": "An Eligible Recipient may be granted one or more Restricted Stock Awards, Restricted Stock Units or Deferred Stock Units under this Plan, and such Awards will be subject to such terms and conditions, consistent with the other provisions of this Plan, as may be determined by the Committee in its sole discretion.  Restricted Stock Units will be similar to Restricted Stock Awards except that no shares of Common Stock are actually awarded to the Participant on the Grant Date of the Restricted Stock Units. Restricted Stock Units and Deferred Stock Units will be denominated in shares of Common Stock but paid in cash, shares of Common Stock or a combination of cash and shares of Common Stock as the Committee, in its sole discretion, will determine, and as provided in the Award Agreement.", "output": "Committee" } ]

[ { "input": "Until all restrictions upon the Shares of Restricted Stock awarded to a Grantee shall have lapsed in the manner set forth in Section 8.1(c), such Shares shall not be sold, transferred or otherwise disposed of and shall not be pledged or otherwise hypothecated other than pursuant to the laws of descent and distribution.", "output": "Section 8.1(c)," } ]

[ { "input": "To the extent any term or provision of the Purchase Agreement, or any other document or other agreement executed in connection with the Purchase Agreement, is in conflict with any term or provision of this Agreement or any Annex or Schedule hereto, the terms and provisions of this Agreement and the Annexes or Schedules hereto shall govern solely to the extent of any such conflict. To the extent any term or provision of this Agreement is in conflict with any term or provision of any Annex or Schedule hereto, the terms and provisions of the Annex or Schedule hereto shall govern solely to the extent of any such conflict.", "output": "Annex" } ]

[ { "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": "Title I of the Employee Retirement Income Security Act of 1974" } ]

[ { "input": "There are no legal or governmental investigations, actions, suits or proceedings pending or, to the Company’s knowledge, threatened against or affecting the Company, its Subsidiaries or any of its properties or to which the Company or its Subsidiaries is or may be a party or to which any property of the Company is or may be the subject that, if determined adversely to the Company, would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.", "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": "Employer" } ]

[ { "input": "Borrower shall not, and shall not permit any of its Subsidiaries to, fail to comply with the Laws, regulations and executive orders referred to in Section 6.20 and Section 6.21 .", "output": "Section 6.20" } ]

[ { "input": "On the Restatement Date, (i) all of the conditions to effecting or consummating the Bango Sale set forth in the Bango Sale Agreement have been duly satisfied or, with the consent of Administrative Agent, waived, and (ii) the Restatement Date Transactions and the other transactions contemplated by the Bango Sale Agreement to occur on or prior to the Restatement Date have been consummated in accordance with the Bango Sale Agreement and all applicable laws.", "output": "the Bango Sale" } ]

[ { "input": "The Transaction Documents, together with the exhibits and schedules thereto, contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules. At or after the Closing, and without further consideration, the Company shall execute and deliver to the Purchasers, and the Purchasers shall execute and deliver to the Company, such further documents as may be reasonably requested in order to give practical effect to the intention of the parties under the Transaction Documents.", "output": "Company" } ]

[ { "input": "The Guarantor’s obligations under this Guarantee are secured by a first priority security interest in three certain real properties (the “Mortgaged Properties”) owned by the Guarantor and described on Schedule A hereto.", "output": "first" } ]

[ { "input": "Associate acknowledges Associate’s obligation to promptly return to IMI all property of IMI in Associate’s possession including, without limitation, “Blackberry”, iPhone, iPad, tablets, or other PDAs, keys, IMI employee identification card, credit cards, cell phones, pagers, computers, laptops, office equipment, documents and files and instruction manuals on or before the Separation Date, or earlier if so requested by IMI, except that Associate shall be allowed to retain his iPhone.", "output": "IMI" } ]

[ { "input": "During such periods as such Advance is a Base Rate Advance, a rate per annum equal at all times to the sum of (x) the Base Rate in effect from time to time plus (y) the Applicable Margin in effect from time to time, payable in arrears quarterly on the last day of each March, June, September and December during such periods and on the date such Base Rate Advance shall be Converted or paid in full.", "output": "December" } ]

[ { "input": "Effective as of the Retirement Date, Executive resigned Executive’s employment and all appointments Executive held with the Company, and its subsidiaries and affiliates, other than his position as the Non-Executive Chairman of the Board of Directors of the Company. Executive and the Company acknowledge and agree that Executive’s cessation of employment constitutes a “Retirement” (as such term is defined for purposes of the Severance Agreement and the Outstanding Equity Awards).", "output": "Executive" } ]

[ { "input": "No amendment or waiver of any provision of this Agreement nor consent to any departure by Pledgor herefrom shall in any event be effective unless the same shall be in writing and signed by the Secured Party and Pledgor, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.", "output": "Pledgor" } ]

[ { "input": "The Executive shall receive a base salary (“Base Salary”) at an annualized rate of CAN$220,000. The Base Salary shall be payable in arrears in equal installments not less frequently than semi-monthly in accordance with the payroll practices of the Company, less such appropriate deductions as shall be required to be withheld by applicable law and regulations, or by written election of the Executive if agreed to by the Company.", "output": "Company" } ]

[ { "input": "Except as otherwise provided in this Section 4 , and subject to the requirements of the Operating Agreement and applicable law, the Investment Manager may cause the Company (which term shall include, for all purposes relating to the purchase and sale of Transferred Assets and the duties and obligations of the Investment Manager set forth in Section 1 hereof, the Company and its consolidated subsidiaries, if any) from time to time to purchase Transferred Assets.", "output": "this Section 4" } ]

[ { "input": "In the event that any one or more of the provisions contained in this Agreement is, for any reason, held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, and all other provisions shall remain in full force and effect.  If any provision of this Agreement is held to be excessively broad, it shall be reformed and construed by limiting and reducing it so as to be enforceable to the maximum extent permitted by law.", "output": "one" } ]

[ { "input": "Nothing in the Plan or the Agreement constitutes an employment contract between the Company and the Optionee and the Agreement shall not confer upon the Optionee any right to continuation of employment or service with the Company or any of its Subsidiaries, nor shall the Agreement interfere in any way with the Company’s or any of its Subsidiaries right to terminate the Optionee’s employment or service at any time, with or without cause (subject to any employment agreement the Optionee may otherwise have with the Company or a Subsidiary thereof and/or applicable law).", "output": "Company" } ]

[ { "input": "The Advisor shall provide the Services set forth in Section 1 above from the Effective Date until the earlier of (a) termination of this Agreement by mutual agreement of the Advisor and the Company and (b) the eighteen (18) month anniversary of the Effective Date (the \"Initial Period\"); provided   that this Agreement shall be automatically extended for additional one year periods beyond the Initial Period unless the Advisor or the Company provides written notice of its desire not to automatically extend the term of this Agreement to the other Party hereto at least ninety (90) days prior to the end of the then current term (such period, the “ Term ”).", "output": "eighteen (18) month" } ]

[ { "input": "This Award Agreement will be governed by the laws of Washington, without giving effect to the conflict of law principles thereof. For purposes of litigating any dispute that arises under the Restricted Stock Units or this Award Agreement, the parties hereby submit to and consent to the jurisdiction of the State of Washington, and agree that such litigation will be conducted in the courts of Seatle, Washington or the federal courts for the United States for the District of Washington, and no other courts.", "output": "Washington" } ]

[ { "input": "The Company acknowledges and agrees that Cowen has informed the Company that Cowen may, to the extent permitted under the Securities Act and the Exchange Act, purchase and sell shares of Common Stock for its own account while this Agreement is in effect, provided, that (i) no such purchase or sales shall take place while a Placement Notice is in effect (except to the extent Cowen may engage in sales of Placement Shares purchased or deemed purchased from the Company as a “riskless principal” or in a similar capacity) and (ii) the Company shall not be deemed to have authorized or consented to any such purchases or sales by Cowen.", "output": "the Securities Act" } ]

[ { "input": "Purchaser shall honor all Bookings made prior to the Closing Date for any period on or after the Closing Date, and Purchaser shall honor all Gift Certificates and charitable donations issued prior to the Closing Date and redeemed on or after the Closing Date. After the expiration of the Due Diligence Period, Seller shall not issue any charitable donations without the prior express written consent of Purchaser, which consent may be withheld in Purchaser’s sole discretion.", "output": "Purchaser" } ]

[ { "input": "No Obligor is engaged in the business of extending credit for the purpose of buying or carrying margin stock, and no proceeds of any Credit Extensions will be used to purchase or carry margin stock or otherwise for a purpose which violates, or would be inconsistent with, F.R.S. Board Regulation T, Regulation U or Regulation X. Terms for which meanings are provided in F.R.S. Board Regulation T, Regulation U or Regulation X or any regulations substituted therefor, as from time to time in effect, are used in this Section with such meanings.", "output": "F.R.S. Board" } ]

[ { "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": "Company" } ]

[ { "input": "Notwithstanding anything in this Agreement to the contrary, as a condition of receiving any payment or benefits under Sections 5(j)(ii)-(v) (other than the Amounts and Benefits), the Executive agrees to execute, deliver and not revoke a general release and covenant not to sue in favor of the Company and its subsidiaries and their respective affiliates in substantially the form attached here to as Exhibit A (the “ Release ”), and the Release becomes fully irrevocable within sixty (60) days following the Date of Termination. In the event the Release is not executed and non-revocable prior to the date that is sixty (60) days following the Date of Termination, all payments and benefits under Section 5(j)(ii)-(v) (other than the Amounts and Benefits) shall be forfeited.", "output": "Section 5(j)(ii)-(v)" } ]

[ { "input": "As soon as practicable after any payment of Indemnified Taxes or Other Taxes by any Loan Party to a Governmental Authority, the U.S. Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.", "output": "U.S." } ]

[ { "input": "Tenant acknowledges that Tenant is in possession of the Premises and, except as specifically set forth in this First Amendment, Tenant accepts the same “as is”, without any obligation on the part of Landlord to refurbish the Premises, and without any representation by Landlord to Tenant as to the condition of the Premises and Tenant is satisfied with the condition of the Premises as it relates to the suitability of the Premises for Tenant’s purposes.", "output": "Premises" } ]

[ { "input": "Indemnitee shall cooperate with the Reviewing Party with respect to its determination of Indemnitee’s entitlement to indemnification, including providing to the Reviewing Party on reasonable advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to the determination. Any Expenses incurred by Indemnitee in so cooperating with the Reviewing Party shall be borne by the Corporation, regardless of the determination as to Indemnitee’s entitlement to indemnification.", "output": "Indemnitee" } ]

[ { "input": "The Plan shall be governed by and construed in accordance with the internal laws of Bermuda without reference to the principles of conflicts of laws thereof.", "output": "Bermuda" } ]

[ { "input": "All of the outstanding capital stock of Company has been duly authorized and validly issued and is fully paid and nonassessable.  There are, as of the date hereof, no outstanding options, rights, warrants or other agreements or instruments obligating Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of the capital stock of Company or obligating Company to grant, extend or enter into any such agreement or commitment to any Person other than Company except pursuant to Company’s equity incentive plans duly adopted by Company’s Board of Directors.", "output": "Company" } ]

[ { "input": "This Agreement  (and any claims or disputes arising out of or relating hereto or to the transactions contemplated hereby or to the inducement of any Party to enter herein or therein, whether for breach of contract, tortious conduct, or otherwise and whether predicated on common law, statute, or otherwise) shall be governed by, enforced, and shall be construed in accordance with the laws of the Delaware without regard to its conflicts of law provisions.  The Parties hereby expressly disclaim the application of the United Nations Convention on the International Sale of Goods to this Agreement.", "output": "the United Nations Convention on the International Sale of Goods" } ]

[ { "input": "The obligation to make payments and distributions with respect to SEA RSUs shall be satisfied through the issuance of one Share for each vested SEA, less applicable withholding taxes (the “ settlement ”), and the settlement of the SEA RSUs may be subject to such conditions, restrictions and contingencies as the Committee shall determine. Except as otherwise provided in Section 3(b), Earned SEA RSUs (as defined in Exhibit A ) shall vest and be settled as soon as practicable after the end of the Performance Cycle (as defined in Exhibit A ) and Certification (the “ Settlement Date ”), but in no event later than March 15 of the year following the calendar year in which Certification occurs.", "output": "SEA" } ]

[ { "input": "The Corporation hereby grants to Optionee, as of the Grant Date, an option to purchase up to the number of Option Shares specified in the Grant Notice, subject to the terms and conditions of this Agreement and the Plan. The Option Shares shall be purchasable from time to time during the option term specified in Paragraph 2 at the Exercise Price.", "output": "Corporation" } ]

[ { "input": "Landlord shall also have the exclusive right, but not the obligation, to provide any additional services which may be required by Tenant, including, without limitation, locksmithing (which shall not include any card key access or security system installed by Tenant), additional janitorial service (only if Tenant has not elected to provide its own janitorial service as permitted by Section 6.1.4 above), and additional repairs and maintenance which Tenant requests Landlord to perform, provided that Tenant, as Additional Rent, shall pay to Landlord upon billing, the sum of all costs to Landlord of such additional services plus an administration fee not to exceed five percent (5%) of the cost of the work.", "output": "five percent" } ]

[ { "input": "This Agreement shall become effective on the date (the “Closing Date”), on which (a) Holdings, the Borrower, the Administrative Agent, the Revolving Agent, the Collateral Agent and each of the Lenders signed a counterpart hereof (whether the same or different counterparts) and delivered the same to the Administrative Agent at the Notice Office or, in the case of the Lenders, gave to the Administrative Agent telephonic (confirmed in writing), written or electronic notice (actually received) at such office that the same was signed and mailed to it and (b) the conditions precedent set forth in Section 6.01 have been waived or satisfied. The Administrative Agent will give the Revolving Agent, Holdings, the Borrower and each Lender prompt written notice of the occurrence of the Closing Date.", "output": "Section 6.01" } ]

[ { "input": "Except as otherwise contemplated hereby or under any other Loan Document, as and when executed, delivered and recorded in the proper filing or recording office, the provisions of the Collateral Documents are or will be effective to create in favor of the Collateral Agent for the benefit of the Secured Parties a legal, valid and enforceable first priority perfected Lien (subject to Permitted Liens) on all right, title and interest of the Collateral owned by the Grantors and described therein. Except for filings contemplated hereby and by the Collateral Documents, no filing will be necessary to perfect such Liens.", "output": "Collateral" } ]

[ { "input": "Any notice delivered under this Agreement shall be given in writing and deemed duly delivered three (3) business days after it is sent by registered or certified mail, return receipt requested, postage prepaid, or one (1) business day after it is sent for next-business day delivery signature required via a reputable nationwide overnight courier service, (a) if to the Company, to the attention of the Company’s general counsel at the Company’s principal executive offices or (b) if to the Employee, to the most recent address for the Employee that the Company has in its personnel files. Either party may change the address to which notices are to be delivered by giving notice of such change to the other party in the manner set forth in this Section 0.", "output": "three (3) business days" } ]

[ { "input": "Beginning with the Plan year that commences on January 1, 2019, only employees in ALLETE management salary grade SG-SM will be eligible to elect to make elective deferrals in accordance with this Article 6.", "output": "the Plan year" } ]

[ { "input": "The Property, the Construction of the Project, the Project and the use of the Project for its intended use are and will remain in compliance with all applicable zoning, building, subdivision, health, traffic, environmental, safety and other laws, regulations and ordinances and any private covenants and restrictions applicable to the Property and the Project.  Borrower has or will have and maintain all permits and licenses necessary or required for the Construction and use of the Project and the Property.", "output": "Property" } ]

[ { "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": "Employment Agreement" } ]

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

[ { "input": "The Company agrees to pay the Executive a base salary (the “ Base Salary ”) at an annual rate of not less than $380,000, payable in accordance with the regular payroll practices of the Company, but not less frequently than monthly. The Executive’s Base Salary shall be subject to annual review by the Board (or a committee thereof).", "output": "annual" } ]

[ { "input": "If either Party becomes aware of (i) any existing or threatened infringement of the Licensed Patents in the Field in the Territory (including the filing of an ANDA under Section 505(j) of the FD&C Act or an application under Section 505(b)(2) of the FD&C Act naming a Licensed Product as a reference listed drug and including a certification under Section 505(j)(2)(A)(vii)(IV) or 505(b)(2)(A)(IV), respectively), or (ii) a declaratory judgment action against any Licensed Patent in the Territory in connection with any infringement described in clause (i) (each of (i) and (ii), a “ Patent Infringement ”), it shall promptly notify the other Party in writing to that effect, and the Parties will consult with each other regarding any actions to be taken with respect to such Patent Infringement.", "output": "Section 505(j) of" } ]

[ { "input": "Effective as of the close of business on the Transition Date, by virtue of executing this Agreement and without any further action by the Executive, the Executive hereby resigns his positions as Executive Vice President, Chief Financial Officer, and Chief of M&A and Strategy of the Company and as a member of the board of directors of, or as a manager of, any of the Company’s affiliates, but not as an employee of the Company.", "output": "Company" } ]

[ { "input": "Subject to the Participant’s continued employment with the Company or one of its Subsidiaries, and the provisions of the Plan (including Article XI thereof) and this Agreement, the Restricted Performance Stock shall vest in full on the third (3rd) anniversary of the Grant Date (the “Vesting Date”) provided the Company has achieved the “Annual Performance Goals” detailed below for each of the fiscal years which ends during the period beginning on the Grant Date and ending on the Vesting Date (each such fiscal year constitutes a “Performance Period”).", "output": "Article XI" } ]

[ { "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": "Payment of the amounts payable with respect to Stock Appreciation Rights pursuant to this Article 9 shall be in cash, Shares (based on its Fair Market Value as of the date the Stock Appreciation Right is exercised), or a combination of both, as determined by the Administrator.", "output": "this Article 9" } ]

[ { "input": "Prior to the Adoption Date . With regard to an Employee who was Employed on the Adoption Date, his Years of Service with the Employer prior to and including the Adoption Date shall be counted as Service hereunder, including periods of Authorized Leave of Absence. In addition, an Employee’s Years of Service with Moultrie National Bank (now, Southwest Georgia Bank) prior to the Adoption Date shall be counted as Service hereunder.", "output": "Prior to the Adoption Date" } ]

[ { "input": "If the Compensation is “performance-based compensation based on services performed over a period of at least 12 months” (within the meaning of Code §409A(a)(4)(B)(iii)), the election period must end at least six months before the end of the performance period.", "output": "at least six months" } ]

[ { "input": "Upon the Termination Date, Executive shall promptly return and deliver to the Company any and all papers, books, records, documents, memoranda and manuals, e-mail, electronic or magnetic recordings or data, including all copies thereof, belonging to the Company or relating to its business, in Executive ’ s possession, whether prepared by Executive or others. If at any time after the Termination Date, Executive determines that Executive has any Trade Secrets in Executive ’ s possession or control, Executive shall immediately return them to the Company, including all copies thereof.", "output": "Company" } ]

[ { "input": "Upon termination of the Executive’s employment hereunder for any reason, the Executive agrees to resign, effective on the Termination Date and shall be deemed to have resigned from all positions that the Executive holds as an officer or member of the Board of Directors (or a committee thereof) of the Company, the Bank or any of their affiliates.", "output": "Bank" } ]

[ { "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": "Although Section 3 of the Third Amendment to Lease provides Tenant with four five-year Renewal Terms and one four-year Renewal Term, the options for each of which Tenant may exercise individually, Tenant hereby elects to exercise its option to extend the Lease by ten (10) years.  Accordingly, the Term of the Lease shall not expire on August 31, 2018 but shall now incorporate the first two Renewal Terms and shall be extended to August 31, 2028.", "output": "ten (10) years" } ]

[ { "input": "A certificate of a Lender, Issuing Bank or other Recipient setting forth the amount or amounts necessary to compensate such Lender, Issuing Bank or other Recipient or its holding company, as the case may be, as specified in clause (a) or  (b) of this Section and delivered to the Borrower, shall be conclusive absent manifest error. The Borrower shall pay such Lender, Issuing Bank or other Recipient, as the case may be, the amount shown as due on any such certificate within 10 days after receipt thereof.", "output": "10 days" } ]

[ { "input": "Effective as of the Retirement Date, Executive resigned Executive’s employment and all appointments Executive held with the Company, and its subsidiaries and affiliates, other than his position as the Non-Executive Chairman of the Board of Directors of the Company. Executive and the Company acknowledge and agree that Executive’s cessation of employment constitutes a “Retirement” (as such term is defined for purposes of the Severance Agreement and the Outstanding Equity Awards).", "output": "Company" } ]

[ { "input": "Your position will be that of CFO and Head of Operations, reporting to Peter Hecht.  In addition to performing duties and responsibilities associated with such position, from time to time the Company may assign you other duties and responsibilities. As a full-time employee of the Company, you will be expected to devote your full business time and energies to the business and affairs of the Company.", "output": "Peter Hecht" } ]

[ { "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": "A Member who has reached his fifty-fifth birthday and has completed ten years of Service may thereafter elect to retire on the first day of any calendar month (herein referred to as his “Early Retirement Date”) prior to his Normal Retirement Date.", "output": "fifty-fifth" } ]

[ { "input": "Limit on Full   Value Awards .  No Participant may be granted, during any Fiscal Year, Full   Value Awards covering more than a total of 150,000 Shares; provided, however, that during the Fiscal Year of Hire , the Participant may be granted Full   Value Awards covering up to a total of an additional 50,000 Shares.", "output": "any Fiscal Year" } ]

[ { "input": "The Committee may delegate any of its administrative duties and powers to any officer or employee of the Corporation or its subsidiaries as it deems appropriate, except for any duties that may not be delegated pursuant to applicable law or regulation.  In administering the Plan, the Committee may employ attorneys, consultants, accountants, or other persons, and the Corporation and the Committee will be entitled to rely on the advice or opinions of such persons. All ordinary and reasonable expenses of the Plan will be paid by the Corporation.", "output": "Corporation" } ]

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

[ { "input": "Landlord shall also have the exclusive right, but not the obligation, to provide any additional services which may be required by Tenant, including, without limitation, locksmithing (which shall not include any card key access or security system installed by Tenant), additional janitorial service (only if Tenant has not elected to provide its own janitorial service as permitted by Section 6.1.4 above), and additional repairs and maintenance which Tenant requests Landlord to perform, provided that Tenant, as Additional Rent, shall pay to Landlord upon billing, the sum of all costs to Landlord of such additional services plus an administration fee not to exceed five percent (5%) of the cost of the work.", "output": "Section 6.1.4 above" } ]

[ { "input": "The Conforming Borrowing Base and Non-Conforming Borrowing Base shall be maintained at $410,000,000 and $30,000,000, respectively, and shall remain at $440,000,000 in the aggregate until the next Scheduled Redetermination, Interim Redetermination or other redetermination or adjustment of the Borrowing Base thereafter, whichever occurs first pursuant to this Third Amendment or the Credit Agreement as amended hereby. The Loan Parties, the Administrative Agent and the Lenders agree that the redetermination of the Borrowing Base provided for in this Section  5 shall be considered to be the Scheduled Redetermination required to occur on May 1, 2017 for purposes of Section  2.07 of the Credit Agreement.", "output": "first" } ]

[ { "input": "Notwithstanding any right of NRG to fully investigate the affairs of WCVC and notwithstanding any knowledge of facts determined or determinable by NRG pursuant to such investigation or right of investigation, NRG shall have the right to rely fully upon the representations, warranties, covenants and agreements of WCVC contained in this Agreement.  Each representation, warranty, covenant and agreement of WCVC contained herein shall survive the execution and delivery of this Agreement and the Closing and shall thereafter terminate and expire on the first anniversary of the Closing Date unless, prior to such date, MRG has delivered to WCVC Shareholders a written notice of a claim with respect to such representation, warranty, covenant or agreement.", "output": "NRG" } ]

[ { "input": "The effectiveness of this Modification is contingent upon Peak Resorts closing on a private equity offering to Summer Road, LLC for no less than Fifteen Million and 00/100 Dollars ($15,000,000.00) no later than November 15, 2016, otherwise, this Modification shall automatically terminate and none of the parties hereto shall have any further obligations under this Modification and the terms of the Credit Agreements and the Credit Agreement Letters shall remain in full force and effect as if this Modification was never entered into among the parties hereto.", "output": "15,000,000.00" } ]

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

[ { "input": "There are no actions, suits, proceedings or investigations pending against the Guarantor, nor has the Guarantor received notice of any threat thereof, and the Guarantor is not a party or to its knowledge subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality, that question the validity of this Agreement, or the right of the Guarantor to enter into this Agreement, or to consummate the transactions contemplated hereby, nor is the Guarantor aware that there is any basis for any of the foregoing.", "output": "Guarantor" } ]

[ { "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": "at least five (5) business days" } ]

[ { "input": "This Agreement shall be binding upon, and inure to the benefit of, each Purchaser, Company and their respective successors, assigns, representatives and heirs. Neither the Company nor any Purchaser shall assign any of its rights nor delegate any of its obligations under the Documents without the prior written consent of the other party.", "output": "Company" } ]

[ { "input": "The Second Expansion Improvements shall be constructed substantially in accordance with the floor plan for the Second Expansion Premises dated January 4, 2017 (\"Second Expansion Premises Plan\"), prepared by James Crawford AIA, who has been retained by Lessee , at Lessee's sole cost and expense, as the architect for the Second Expansion Improvements in the Second Expansion Premises (\"A r chitect\").", "output": "James Crawford AIA" } ]

[ { "input": "Tenant shall be responsible for posting on the Premises any signs required under applicable Environmental Laws with respect to the use of Hazardous Materials by Tenant or Tenant's Agents. Tenant shall also complete and file any business response plans or inventories required by any applicable laws. Tenant shall concurrently file a copy of any such business response plan or inventory with Landlord.", "output": "Tenant" } ]

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

[ { "input": "Except as disclosed in the SEC Filings, none of the officers or directors of the Company and, to the Company’s Knowledge, none of the employees of the Company is presently a party to any transaction with the Company (other than as holders of stock options and/or warrants, and for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer, director or such employee or, to the Company’s Knowledge, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner.", "output": "Company" } ]

[ { "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": "Grantor" } ]

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

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

[ { "input": "Borrower shall not, and shall not permit any of its Subsidiaries to, fail to comply with the Laws, regulations and executive orders referred to in Section 6.20 and Section 6.21 .", "output": "Section 6.21" } ]