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Employment
Executive agrees to be employed with the Company, and the Company agrees to employ Executive, during the Term and on the terms and conditions set forth in this Agreement. Executive agrees during the term of this Agreement to devote substantially all of Executive’s business time, efforts, skills and abilities to the per...
[ "Employment", "Indemnifications", "Waivers", "Intellectual Property" ]
Remedies
Participant agrees that in the event of a breach or threatened breach of any of the covenants contained in Sections 10 or 11 of this Agreement, in addition to any other penalties or restrictions that may apply under any employment agreement, state law, or otherwise, Participant shall forfeit, upon written notice to suc...
[ "Remedies", "Change In Control", "Qualifications", "Waivers" ]
Interpretations
For purposes of this Amendment, all terms used herein which are not otherwise defined herein, including but not limited to, those terms used in the recitals hereto, shall have the respective meanings assigned thereto in the Credit Agreement.
[ "Interpretations", "Assignments", "Base Salary", "Authorizations" ]
Capitalization
So long as this as this Note is outstanding, upon written request of the Holder, the Company shall furnish to the Holder the then-current number of common shares issued and outstanding, the then-current number of common shares authorized, and the then-current number of shares reserved for third parties.
[ "Capitalization", "Disability", "Remedies", "Positions" ]
Subsidiaries
As of the Closing Date, Schedule 5.12 sets forth the name of, and the ownership interest of the Borrower and each of its subsidiaries in, each subsidiary of the Borrower.
[ "Subsidiaries", "Disability", "Entire Agreements", "Binding Effects" ]
Compliance With Laws
Notwithstanding any other provision of this Article IV, each Purchaser covenants that the Shares may be disposed of only pursuant to an effective registration statement under, and in compliance with the requirements of, the Securities Act, or pursuant to an available exemption from, or in a transaction not subject to, ...
[ "Compliance With Laws", "Severability", "Duties", "Venues" ]
Further Assurances
Each Party (i) hereby agrees to instruct the applicable Parties and TMM Holdings, as applicable, to reflect the foregoing transfers on the books and records thereof and (ii) shall execute, deliver, file and record, or cause to be executed, delivered, filed and recorded, such further agreements, instruments and other do...
[ "Further Assurances", "Records", "Authorizations", "No Defaults" ]
Change In Control
The Participant will earn the number of Performance Shares equal to Target Shares if there is a Change in Control before January 1, 2021.
[ "Change In Control", "Expenses", "Compliance With Laws", "Indemnity" ]
Counterparts
This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together will constitute one in the same agreement.
[ "Counterparts", "Definitions", "Governing Laws", "Headings" ]
Warranties
The representations and warranties contained in Article VI shall be true and correct in all material respects (except to the extent any such representation and warranty is qualified by materiality or reference to Material Adverse Effect, in which case, such representation and warranty shall be true, correct and complet...
[ "Warranties", "Miscellaneous", "Sanctions", "Governing Laws" ]
Survival
Each party’s obligations under this Section 2.13 shall survive the resignation or replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all obligations under any Loan Document.
[ "Survival", "Records", "Applicable Laws", "Interests" ]
Binding Effects
Employee has been advised, and hereby is advised in writing, to consult with an attorney of his choice regarding the form and content of this Confirming Release, and he represents that he has had a sufficient opportunity (and a full 21 days) to do so before execution and return, and that he has read this Confirming Rel...
[ "Binding Effects", "Liens", "Publicity", "Withholdings" ]
Applicable Laws
THIS AMENDMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK.
[ "Applicable Laws", "Modifications", "Effectiveness", "Successors" ]
Waivers
No waiver of any provision of this Agreement is effective unless made in writing and signed by the waiving party, and, in the case of the Company only after the waiver has been specifically approved by the Board. The failure of either party to require the performance of any term or obligation of this Agreement, or the ...
[ "Waivers", "Effective Dates", "Enforcements", "Taxes" ]
Governing Laws
The validity and interpretation of this Agreement, and the terms and conditions set forth herein, shall be construed and interpreted in accordance with and governed by the laws of the State of California, without giving effect to any provisions relating to conflict of laws.
[ "Governing Laws", "Binding Effects", "Sanctions", "Terms" ]
Notices
Whenever notice is required to be given under this Warrant, unless otherwise provided herein, such notice shall be given in accordance with the notice provisions contained in the Purchase Agreement. The Company shall provide the Holder with prompt written notice (i) immediately upon any adjustment of the Exercise Price...
[ "Notices", "Counterparts", "Agreements", "Organizations" ]
Waiver Of Jury Trials
EACH PARTY TO THIS AGREEMENT, FOR ITSELF AND ITS AFFILIATES, HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THE ACTIONS OF TH...
[ "Waiver Of Jury Trials", "General", "Modifications", "No Conflicts" ]
Agreements
Holder hereby (a) agrees that the Stock (or Options), and any other shares of capital stock or securities required by the Agreement to be bound thereby, shall be bound by and subject to the terms of the Stockholder Agreement and (b) acknowledges receipt of a copy of, and hereby adopts the Agreement with the same force ...
[ "Agreements", "Organizations", "Intellectual Property", "Entire Agreements" ]
No Waivers
No failure or delay by Agent or any Lender in exercising any right, power or privilege under any Financing Document shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.  The rights and re...
[ "No Waivers", "Construction", "Brokers", "Successors" ]
Severability
This Agreement shall be enforceable to the fullest extent allowed by law. In the event that a court or appointed arbitrator holds any provision of this Agreement to be invalid or unenforceable, then, if allowed by law, that provision shall be reduced, modified or otherwise conformed to the relevant law, judgment or det...
[ "Severability", "Tax Withholdings", "Approvals", "Organizations" ]
Solvency
Guarantor is solvent and will not become insolvent after giving effect to the transactions contemplated hereby; Guarantor is paying its debts as they become due; and Guarantor, after giving effect to the transactions contemplated hereby, will have adequate capital to conduct its business. Guarantor does not intend to i...
[ "Solvency", "Use Of Proceeds", "Taxes", "Warranties" ]
Interests
Subject to the provisions of Section 2.06(b), (i) each Eurodollar Rate Loan under a Facility shall bear interest on the outstanding principal amount thereof for each Interest Period from the applicable borrowing date at a rate per annum equal to the Eurodollar Rate for such Interest Period plus the Applicable Rate for ...
[ "Interests", "Consent To Jurisdiction", "Intellectual Property", "Terminations" ]
Death
The Employee’s employment under this Agreement will terminate upon the Employee’s death.
[ "Death", "Change In Control", "Disclosures", "Anti-Corruption Laws" ]
Terms
The term of this Agreement (the “Term”) shall commence as of the Effective Date hereof and shall continue in effect for a period of two (2) years, unless otherwise terminated earlier pursuant to Paragraph 4 hereof.
[ "Terms", "Withholdings", "Enforcements", "Authorizations" ]
Litigations
Except for (a) any matter fully covered as to subject matter and amount (subject to applicable deductibles and retentions) by insurance for which the insurance carrier has not asserted lack of subject matter coverage or reserved its right to do so, (b) any matter, or series of related matters, involving a claim against...
[ "Litigations", "Transactions With Affiliates", "Indemnifications", "Releases" ]
Amendments
This Agreement may be amended by a writing which specifically states that it is amending this Agreement executed by (i) the Company and the Executive, (ii) the Company (at the discretion of the Committee), so long as a copy of such amendment is delivered to the Executive, and provided that no such amendment having a ma...
[ "Amendments", "Headings", "Warranties", "Agreements" ]
Insurances
HA INC shall maintain and shall maintain on behalf of and for the benefit of each Borrower insurance with insurers satisfactory to Agent, with respect to the Properties, Collateral and business of Obligors of such type (including general liability, umbrella policy, D&O and workers compensation coverages), in such amoun...
[ "Insurances", "Vesting", "Costs", "Successors" ]
Headings
The Section headings used in this Amendment are for convenience of reference only, are not part of this Amendment and are not to affect the construction of, or to be taken into consideration in interpreting, this Amendment.
[ "Headings", "Subsidiaries", "No Conflicts", "Terms" ]
Financial Statements
Attached hereto as Schedule 2.1(l) are true, complete and correct copies of the unaudited balance sheet and statement of income for Seller for the years ended December 31, 2017 and 2018 (the balance sheet as of December 31, 2018 being the “ Most Recent Balance Sheet ” and the date of such balance sheet being the “ Most...
[ "Financial Statements", "Books", "Vesting", "Capitalization" ]
Counterparts
This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same document.
[ "Counterparts", "Powers", "Authority", "Forfeitures" ]
Counterparts
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together constitute on and the same instrument.
[ "Counterparts", "Positions", "Enforcements", "Sanctions" ]
Integration
The Company shall not sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2(a)(1) of the Securities Act) that would be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any Trading Market such that it would...
[ "Integration", "Agreements", "Modifications", "Books" ]
Assignments
The Company may assign this Agreement to any successor to all or substantially all of its assets, and in that case, a transfer of Executive’s employment to the successor assuming this Agreement will not constitute a termination without Cause by the Company, whether or not Executive accepts such transfer. Executive’s ob...
[ "Assignments", "Authority", "Death", "Closings" ]
Counterparts
This Agreement may be executed in counterparts, and each counterpart shall have the same force and effect as an original and shall constitute an effective, binding agreement on the part of each of the undersigned. Either party may execute this letter agreement by signing on the designated signature block below, and by ...
[ "Counterparts", "Records", "Consent To Jurisdiction", "Solvency" ]
Base Salary
During the Employment Period, the Employer shall pay to the Executive a base salary (the “ Base Salary ”) at the rate of no less than $200,000 per calendar year, less applicable deductions, and prorated for any partial year. Beginning with the first quarter of 2020, the Base Salary shall be reviewed for increase by the...
[ "Base Salary", "Participations", "Further Assurances", "Releases" ]
Headings
The headings of Articles and Sections contained in this Agreement are for reference purposes only and are not part of this Agreement.
[ "Headings", "Powers", "Fees", "Waiver Of Jury Trials" ]
Severability
In the event any provision of the Plan shall be held invalid or illegal for any reason, any illegality or invalidity shall not affect the remaining parts of the Plan, but the Plan shall be construed and enforced as if the illegal or invalid provision had never been inserted, and the Company shall have the privilege and...
[ "Severability", "Fees", "Assignments", "Amendments" ]
Compliance With Laws
By accepting the Performance, you expressly acknowledge and agree to comply with applicable Brazilian laws and to pay any and all applicable taxes associated with the vesting of the Performance Shares, the issuance and/or sale of shares of Common Stock acquired under the Plan or the receipt of any dividends.
[ "Compliance With Laws", "Taxes", "Sales", "Base Salary" ]
Litigations
There shall be no governmental or judicial action, actual or threatened, that has or would have, singly or in the aggregate, a reasonable likelihood of restraining, preventing or imposing burdensome conditions on the transactions contemplated by this Amendment.
[ "Litigations", "Specific Performance", "Intellectual Property", "Interests" ]
Applicable Laws
To the extent not preempted by the laws of the United States, the laws of the State of California (without regard to the choice of law rules) shall be the controlling law in all matters relating to the Plan.
[ "Applicable Laws", "Counterparts", "Effective Dates", "Indemnifications" ]
Construction
Whenever applicable, masculine and neutral pronouns shall equally apply to the feminine genders; the singular shall include the plural and the plural shall, include the singular. The Parties have reviewed and understand this Agreement, and each has had a full opportunity to negotiate the agreement's terms and to consul...
[ "Construction", "Litigations", "Releases", "Participations" ]
Fees
The Borrowers shall have paid the upfront fees to the Administrative Agent for the benefit of the Lenders in the amount agreed upon between the Borrowers and the Administrative Agent. The Lenders and the Administrative Agent shall have received all other fees required to be paid, and all expenses required to be reimbur...
[ "Fees", "Headings", "Fees", "Definitions" ]
Headings
The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.
[ "Headings", "Specific Performance", "Books", "Anti-Corruption Laws" ]
Waivers
The failure of either party to assert a right hereunder or to insist upon compliance with any term or condition of this Agreement shall not constitute a waiver of that right or excuse a similar subsequent failure to perform any such term or condition by the other party. None of the terms, covenants and conditions of th...
[ "Waivers", "Applicable Laws", "Enforceability", "Terms" ]
Liens
As of the Agreement Date, Schedule 6.1.(f) is a complete and correct listing of all of the real property owned or leased by the Borrower, each other Loan Party and each other Subsidiary. Each such Person has good, marketable and legal title to, or a valid leasehold interest in, its respective assets that are material a...
[ "Liens", "Integration", "Organizations", "Positions" ]
Authority
All disputes involving Arbitrable Claims shall be decided by a single arbitrator. The arbitrator shall be selected by mutual agreement of the parties within 30 days of the effective date of the notice initiating the arbitration. If the parties cannot agree on an arbitrator, then the complaining party shall notify the A...
[ "Authority", "Effectiveness", "Intellectual Property", "No Defaults" ]
Integration
This Agreement, together with the PIIA and the other documents referred to in this Agreement, represents the entire agreement and understanding between the parties as to the subject matter herein and supersedes all prior or contemporaneous agreements whether written or oral.  This Agreement may be modified only by agre...
[ "Integration", "Authority", "Insurances", "Approvals" ]
Severability
If any provision of this Section 5 is determined to be invalid, illegal or unenforceable, in whole or in part, then such provision shall be modified so as to be enforceable to the maximum extent permitted by law. If such provision cannot be modified to be enforceable, the provision shall be severed from this Agreement ...
[ "Severability", "Further Assurances", "Assigns", "Interpretations" ]
General
Payments of vested accrued benefits to Pre-2005 Plan II Beneficiaries from the Trust shall be made in accordance with the distribution event specified by the Participant in the Deferral Election between the Company and the Participant (the “Distribution Event”). Except as otherwise expressly provided in the Participant...
[ "General", "Powers", "Existence", "Capitalization" ]
Participations
The Swingline Lender may at any time in its discretion, and shall, at the minimum on a weekly basis, by written notice given to the Administrative Agent ( provided such notice requirement shall not apply if the Swingline Lender and the Administrative Agent are the same entity) not later than 11:00 a.m., New York City t...
[ "Participations", "Assigns", "Forfeitures", "Integration" ]
Notices
Any notice, demand or request required or permitted to be given under this Agreement shall be in writing and shall be deemed sufficient when delivered personally or sent by fax or 48 hours after being sent by nationally-recognized courier or deposited in the U.S. mail, as certified or registered mail, with postage prep...
[ "Notices", "No Waivers", "Effectiveness", "General" ]
Modifications
Neither this Lease nor any term or provision hereof may be changed, waived, discharged or terminated orally, and no breach thereof shall be waived, altered or modified, except by a written instrument signed by the party against which the enforcement of the change, waiver, discharge or termination is sought. Any right t...
[ "Modifications", "Disclosures", "Non-Disparagement", "Powers" ]
Governing Laws
This Agreement shall be construed under the laws of the State of Delaware.
[ "Governing Laws", "Effectiveness", "Arbitration", "Use Of Proceeds" ]
No Conflicts
It has not entered, and shall not enter, into any agreement with any Third Party or any Affiliate that is in conflict with the rights granted to the other Party under this Agreement and all Ancillary Agreements, and has not taken and shall not take any action that would in any way prevent it from granting the rights gr...
[ "No Conflicts", "Sanctions", "Death", "Litigations" ]
Miscellaneous
Sections 20(b) and 20(h) of each of the Partner Agreements is hereby amended by adding the phrase “, Class E-1 Common Units” immediately after the term “Retained P Units” where such latter term appears in such Sections 20(b) and 20(h), respectively.
[ "Miscellaneous", "Change In Control", "Jurisdictions", "Publicity" ]
Amendments
The Committee has the right to amend, alter, suspend, discontinue or cancel the PSUs, prospectively or retroactively; provided, that, no such amendment shall adversely affect the Grantee’s material rights under this Agreement without the Grantee’s consent.
[ "Amendments", "Base Salary", "Costs", "Compliance With Laws" ]
Entire Agreements
This Agreement, together with the Contribution Agreement, constitutes the full and entire understanding and agreement among the parties with regard to the subject matter hereof.
[ "Entire Agreements", "Publicity", "Agreements", "Modifications" ]
Further Assurances
Borrower agrees from time to time to execute, acknowledge and deliver all such instruments and to take all such reasonable action for the purpose of effectuating this Assignment and the carrying out of the terms hereof as may be requested by Agent.
[ "Further Assurances", "Approvals", "Governing Laws", "Remedies" ]
Liens
Tenant shall fail to discharge or otherwise obtain the release of any lien placed upon the Premises in violation of this Lease within 10 days after any such lien is filed against the Premises.
[ "Liens", "Releases", "Costs", "Counterparts" ]
Indemnifications
In addition to such other rights of indemnification as they may have as members of the Board or the Committee or as officers or employees of the Participating Company Group, to the extent permitted by applicable law, members of the Board or the Committee and any officers or employees of the Participating Company Group ...
[ "Indemnifications", "Defined Terms", "Authorizations", "Subsidiaries" ]
Solvency
The Administrative Agent shall have received a certificate of the chief financial officer of the Borrower (or another authorized financial officer of the Borrower) certifying the solvency of the Borrower substantially in the form attached hereto as Exhibit E.
[ "Solvency", "Erisa", "Enforceability", "Records" ]
Confidentiality
Each Purchaser, severally and not jointly with the other Purchasers, covenants that neither it nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any purchases or sales, including Short Sales of any of the Company’s securities during the period commencing with the execution of ...
[ "Confidentiality", "No Waivers", "Construction", "Publicity" ]
Consents
The execution and delivery by Buyer of this Agreement, Buyer’s performance hereunder, and the consummation of the transactions contemplated hereby do not require any Consent under any Contract to which Buyer is a party or by which Buyer’s assets are bound or any Governmental Approval, except where the failure to obtain...
[ "Consents", "Records", "Consents", "Assigns" ]
Counterparts
This Consent may be separately executed in counterparts and by the different parties hereto in separate counterparts, each of which when so executed shall be deemed to constitute one and the same agreement. This Consent may be duly executed and delivered by facsimile transmission, electronic mail, or other electronic m...
[ "Counterparts", "Jurisdictions", "Enforcements", "Duties" ]
Governing Laws
To the extent not preempted by Federal law, the Plan, this Agreement, and documents evidencing rights relating to the Plan or this Agreement will be construed, administered and governed in all respects under and by the laws of the State of Delaware, without giving effect to its conflict of laws principles.  If any prov...
[ "Governing Laws", "Modifications", "Brokers", "Solvency" ]
Survival
All covenants, agreements, representations and warranties made by each Obligor herein and in any Loan Document or other documents delivered in connection herewith or therewith or pursuant hereto or thereto shall be considered to have been relied upon by the other parties hereto and shall survive the execution and deliv...
[ "Survival", "Intellectual Property", "Enforceability", "Notices" ]
Anti-Corruption Laws
Conduct its businesses in compliance with the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, and other similar anti‑corruption legislation in other jurisdictions, and maintain policies and procedures designed to promote and achieve compliance with such laws.
[ "Anti-Corruption Laws", "Authority", "Erisa", "Interpretations" ]
Headings
The headings of this First Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.
[ "Headings", "Authority", "Books", "Warranties" ]
Notices
Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of: (a) the date of transmission, if such notice or communication is delivered via email at the email address as set forth on the signature...
[ "Notices", "Venues", "Miscellaneous", "Terminations" ]
Confidentiality
Employee agrees to make no disclosure or use of any proprietary or confidential information, including without limitation, data, developments, customer information, or trade secrets belonging to the Company or learned or acquired by Employee and will take all action necessary to preserve that confidentiality. Employee ...
[ "Confidentiality", "Taxes", "Applicable Laws", "Benefits" ]
Base Salary
The Company will pay you a base salary at the rate of six hundred thousand dollars ($600,000) per year, payable in accordance with the regular payroll practices of the Company and subject to adjustment from time to time by Parent’s Board of Directors (the “ Board ”) or its designee in its discretion (as adjusted from t...
[ "Base Salary", "Brokers", "Enforcements", "Terms" ]
Terms
Unless earlier terminated pursuant to this Section 13, the term of this Agreement shall commence on the Effective Date and end August 6, 2025, (the “ Term ”).
[ "Terms", "Expenses", "Notices", "Severability" ]
Taxes
(a) All payments made by or on behalf of any Loan Party under this Agreement (other than in respect of any Competitive Loans as to which this Section 2.21(a) shall not apply) or any other Loan Document shall be made free and clear of, and without deduction or withholding for or on account of, any present or future Taxe...
[ "Taxes", "Authority", "Representations", "Venues" ]
Headings
Section headings used herein are for convenience of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.
[ "Headings", "Employment", "Brokers", "Non-Disparagement" ]
Titles
It is the intention of Seller that each transfer and assignment herein contemplated constitutes a sale of the Related Receivables and the related Other Conveyed Property from Seller to Purchaser and that the beneficial interest in and title to such Related Receivables and related Other Conveyed Property not be part of ...
[ "Titles", "Sanctions", "Notices", "Books" ]
Amendments
No change, modification, or termination of any of the terms, provisions, or conditions of this Agreement shall be effective unless made in writing and signed or initialed by all signatories to this Agreement.
[ "Amendments", "Liens", "Releases", "Interpretations" ]
Litigations
Except as set forth on Schedule 3.6, PanOptic has not received notice of any Proceeding, and to the Best Knowledge of PanOptic none is Threatened, and there are no Proceedings currently pending against PanOptic, including before any Governmental Entity, which could affect its performance under this Agreement.
[ "Litigations", "Governing Laws", "Miscellaneous", "Indemnifications" ]
Fees
On or before the Closing Date, the Lenders, the Administrative Agent and the Arrangers shall have received all fees and (to the extent invoiced at least two (2) Business Days prior to the Closing Date) all reasonable and documented out-of-pocket expenses then due and owing to the Administrative Agent, the Lenders, and ...
[ "Fees", "Duties", "Expenses", "Costs" ]
Terminations
Upon consummation of an IPO or a Sale of the Company, this Agreement will be terminated (and replaced, in the case of an IPO, by a suitable replacement stockholders’ agreement as reasonably determined by the Board of Directors immediately prior to the IPO) and each of the Members will be fully, finally and forever disc...
[ "Terminations", "Cooperation", "Benefits", "Entire Agreements" ]
Amendments
This Agreement may not be modified or changed except by an instrument or instruments in writing executed by the parties hereto.
[ "Amendments", "Closings", "Jurisdictions", "Forfeitures" ]
Expenses
The Borrower shall immediately pay Administrative Agent upon demand all actual out-of-pocket costs and expenses incurred by Administrative Agent (including reasonable attorneys’ fees and expenses) in connection with: (a) the preparation of this Agreement, all other Loan Documents and Other Related Documents contemplate...
[ "Expenses", "Effectiveness", "Indemnity", "Positions" ]
Expenses
Borrower agrees to pay on demand all costs and expenses of Agent (including the reasonable fees and expenses of outside counsel for Agent) in connection with the preparation, negotiation, execution, delivery and administration of this Amendment and all other instruments or documents provided for herein or delivered or ...
[ "Expenses", "Non-Disparagement", "Litigations", "Financial Statements" ]
Litigations
Except as set forth on Schedule 6.1.(h), there are no actions, suits or proceedings pending (or, to the knowledge of any Loan Party, are there any actions, suits or proceedings threatened, nor is there any basis therefor) against or in any other way relating adversely to or affecting the Borrower, any other Loan Party,...
[ "Litigations", "Closings", "Warranties", "No Defaults" ]
Death
Your Award is transferable by will and by the laws of descent and distribution. At your death, vesting of your Award will cease and your executor or administrator of your estate shall be entitled to receive, on behalf of your estate, any Ordinary Shares or other consideration that vested but was not issued before your ...
[ "Death", "No Waivers", "Litigations", "Base Salary" ]
Organizations
Buyer is duly organized, validly existing and in good standing under the laws of Nevada. Buyer has full corporate power and authority to own or lease all of its properties and assets and to conduct its business in the manner and in the places where such properties are owned and leased or such business is now conducted ...
[ "Organizations", "Vacations", "Enforceability", "Withholdings" ]
No Defaults
Guarantor is, and upon funding of the Loans on the Closing Date will be, in compliance with all of the covenants hereof. No Event of Default has occurred, and the execution, delivery and performance of the Loan Documents to which it is a party will not cause an Event of Default.
[ "No Defaults", "Costs", "Terms", "Sanctions" ]
Taxes
The Borrower covenants and agrees as follows with respect to Taxes.
[ "Taxes", "Withholdings", "Anti-Corruption Laws", "Publicity" ]
Disclosures
A true and correct copy of the rent roll (the “ Closing Rent Roll ”) for the Property as of January 18, 2019 is attached hereto as Schedule  4.7(B). The Closing Rent Roll constitutes a true, correct, and complete in all material respects list of each and every Lease, and accurately and completely discloses in all mater...
[ "Disclosures", "Closings", "Venues", "Cooperation" ]
Remedies
If the Participant violates either of the covenants in Section 5(a) or Section 5(b), the PSUs will be forfeited and the Participant’s rights under this Agreement will terminate.  In addition, if any dispute arises concerning the violation by the Participant of the covenants described in this section, in addition to any...
[ "Remedies", "Indemnity", "Cooperation", "Fees" ]
Representations
The Company represents and warrants to the Investor Group as follows: (a) the Company has the power and authority to execute, deliver and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated by this Agreement and (b) this Agreement has been duly and validly authorized, ex...
[ "Representations", "Authorizations", "Warranties", "Sales" ]
Disability
In the event that the Executive’s employment and the Employment Term end on account of the Executive’s Disability, the Company shall pay or provide the Executive with the Accrued Benefits.
[ "Disability", "Counterparts", "Transactions With Affiliates", "Base Salary" ]
Closings
Subject to the terms and conditions set forth herein, the purchase and sale of the Series A Preferred Units contemplated hereby shall take place at a closing (the “ Closing ”) to be held on June 28, 2019 (such date, the “ Scheduled Closing Date ”) or such other time and at such place as is mutually agreed by the partie...
[ "Closings", "Authorizations", "Remedies", "Consents" ]
Counterparts
This Agreement may be executed and accepted in one or more counterparts for the convenience of the parties, each of which will be deemed an original and all of which, taken together, shall constitute one and the same instrument. Delivery of a facsimile of a manually executed counterpart hereof via facsimile transmissio...
[ "Counterparts", "Intellectual Property", "Organizations", "Qualifications" ]
Confidentiality
This Guarantee and any information disclosed under this Guarantee shall be governed under the Confidentiality Agreement. This Guarantee may not be used, circulated, quoted or otherwise referred to in any document, except with the written consent of Guarantor and the Guaranteed Party; provided that no such written conse...
[ "Confidentiality", "No Waivers", "Qualifications", "Use Of Proceeds" ]
Entire Agreements
This Agreement contains the entire agreement among the parties concerning the subject matter hereof and supersedes all prior agreements, understandings, discussions, negotiations and undertakings, whether written or oral, between the parties with respect thereto.
[ "Entire Agreements", "Positions", "Construction", "Brokers" ]
General
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Adapting LLMs to Domains via Continual Pre-Training (ICLR 2024)

This repo contains the Law Knowledge Probing dataset used in our paper Adapting Large Language Models via Reading Comprehension.

We explore continued pre-training on domain-specific corpora for large language models. While this approach enriches LLMs with domain knowledge, it significantly hurts their prompting ability for question answering. Inspired by human learning via reading comprehension, we propose a simple method to transform large-scale pre-training corpora into reading comprehension texts, consistently improving prompting performance across tasks in biomedicine, finance, and law domains. Our 7B model competes with much larger domain-specific models like BloombergGPT-50B.

[2024/11/29] 🤗 Introduce the multimodal version of AdaptLLM at AdaMLLM, for adapting MLLMs to domains 🤗

**************************** Updates ****************************

1. Domain-Specific Models

LLaMA-1-7B

In our paper, we develop three domain-specific models from LLaMA-1-7B, which are also available in Huggingface: Biomedicine-LLM, Finance-LLM and Law-LLM, the performances of our AdaptLLM compared to other domain-specific LLMs are:

LLaMA-1-13B

Moreover, we scale up our base model to LLaMA-1-13B to see if our method is similarly effective for larger-scale models, and the results are consistently positive too: Biomedicine-LLM-13B, Finance-LLM-13B and Law-LLM-13B.

LLaMA-2-Chat

Our method is also effective for aligned models! LLaMA-2-Chat requires a specific data format, and our reading comprehension can perfectly fit the data format by transforming the reading comprehension into a multi-turn conversation. We have also open-sourced chat models in different domains: Biomedicine-Chat, Finance-Chat and Law-Chat.

LLaMA-3-8B (💡New!)

In our recent research on Instruction-Pretrain, we developed a context-based instruction synthesizer to augment the raw corpora with instruction-response pairs, enabling Llama3-8B to be comparable to or even outperform Llama3-70B: Finance-Llama3-8B, Biomedicine-Llama3-8B.

2. Domain-Specific Tasks

Pre-templatized Testing Splits

To easily reproduce our prompting results, we have uploaded the filled-in zero/few-shot input instructions and output completions of the test each domain-specific task: biomedicine-tasks, finance-tasks, and law-tasks.

Note: those filled-in instructions are specifically tailored for models before alignment and do NOT fit for the specific data format required for chat models.

Evaluating Any Huggingface LMs on Domain-Specific Tasks (💡New!)

You can use the following script to reproduce our results and evaluate any other Huggingface models on domain-specific tasks. Note that the script is NOT applicable to models that require specific prompt templates (e.g., Llama2-chat, Llama3-Instruct).

1). Set Up Dependencies

git clone https://github.com/microsoft/LMOps
cd LMOps/adaptllm
pip install -r requirements.txt

2). Evaluate the Model

# Select the domain from ['biomedicine', 'finance', 'law']
DOMAIN='law'
  
# Specify any Huggingface model name (Not applicable to chat models)
MODEL='AdaptLLM/law-LLM'
  
# Model parallelization:
# - Set MODEL_PARALLEL=False if the model fits on a single GPU. 
#   We observe that LMs smaller than 10B always meet this requirement.
# - Set MODEL_PARALLEL=True if the model is too large and encounters OOM on a single GPU.
MODEL_PARALLEL=False
  
# Choose the number of GPUs from [1, 2, 4, 8]
N_GPU=1
  
# Whether to add a BOS token at the beginning of the prompt input:
# - Set to False for AdaptLLM.
# - Set to True for instruction-pretrain models.
# If unsure, we recommend setting it to False, as this is suitable for most LMs.
add_bos_token=False

# Run the evaluation script
bash scripts/inference.sh ${DOMAIN} ${MODEL} ${add_bos_token} ${MODEL_PARALLEL} ${N_GPU}

Raw Datasets

We have also uploaded the raw training and testing splits, for facilitating fine-tuning or other usages: ChemProt, RCT, ConvFinQA, FiQA_SA, Headline, NER, FPB

Domain Knowledge Probing

Our pre-processed knowledge probing datasets are available at: med_knowledge_prob and law_knowledge_prob

Citation

If you find our work helpful, please cite us:

@inproceedings{
cheng2024adapting,
title={Adapting Large Language Models via Reading Comprehension},
author={Daixuan Cheng and Shaohan Huang and Furu Wei},
booktitle={The Twelfth International Conference on Learning Representations},
year={2024},
url={https://openreview.net/forum?id=y886UXPEZ0}
}

and the original dataset:

@inproceedings{LEDGAR,
  author       = {Don Tuggener and
                  Pius von D{\"{a}}niken and
                  Thomas Peetz and
                  Mark Cieliebak},
  title        = {{LEDGAR:} {A} Large-Scale Multi-label Corpus for Text Classification
                  of Legal Provisions in Contracts},
  booktitle    = {{LREC}},
  pages        = {1235--1241},
  publisher    = {European Language Resources Association},
  year         = {2020}
}
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