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[ { "input": "Any notice provided for herein will be in writing and will be deemed to have been given or made when personally delivered or three (3) days following deposit for mailing by first class registered or certified mail, return receipt requested, or if delivered by electronic mail, upon confirmation of receipt of the transmission, to the address of the other party set forth below or to such other address as may be specified by notice given in accordance with this Section.", "output": "notices" } ]

[ { "input": "Employee agrees that the Invention and Trade Secret Agreement signed by the Employee and effective August 17, 2015, is in full force and effect, provided, however, that the non-compete clause of the Invention and Trade Secret Agreement shall be superseded by the non-compete provisions of Section 3 of this Agreement.", "output": "inventions" } ]

[ { "input": "The Company agrees to pay the Executive a base salary (“ Base Salary ”) of $230,000 per annum. The Base Salary shall be paid in periodic installments in accordance with the Company’s regular payroll practices. The Base Salary may only be increased but not decreased.", "output": "base salary" } ]

[ { "input": "The Stockholder shall not, directly or indirectly, take any action that would make any representation or warranty of the Stockholder contained herein untrue or incorrect in any material respect.", "output": "certain restrictions" } ]

[ { "input": "This Agreement supersedes and replaces all prior agreements and understandings between the Company and the Unitholder with respect to such grant of equity in the Company to the Unitholder. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and neither this Agreement nor any provision hereof may be waived, modified, amended or terminated except by a written agreement signed by the parties hereto.", "output": "amendments" } ]

[ { "input": "Mortgagor shall pay when due and perform when required all of the Obligations.", "output": "performance" } ]

[ { "input": "This Amendment, the Revolving Credit Note and the other documents contemplated hereby are the valid and legally binding obligations of Borrower and Guarantor enforceable in accordance with the terms and provisions hereof, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of creditors’ rights and the effect of general principles of equity.", "output": "enforceability" } ]

[ { "input": "No fractional Shares shall be issued or delivered pursuant to the Plan or any Award. The Committee shall determine whether cash, other Awards or other property shall be issued or paid in lieu of fractional Shares or whether such fractional Shares or any rights thereto shall be forfeited or otherwise eliminated.", "output": "no fractional shares" } ]

[ { "input": "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. No waiver, alteration or modification of any of the provisions of this Agreement will be binding unless in writing that specifically references this Section and signed by duly authorized representatives of the parties hereto.", "output": "integration" } ]

[ { "input": "All amounts due under this Section 8.04 shall be payable promptly after demand therefor.", "output": "payments" } ]

[ { "input": "This Agreement is personal to the Grantee, is non-assignable and is not transferable in any manner, by operation of law or otherwise, other than by will or the laws of descent and distribution, without the prior written consent of the Company.", "output": "transferability" } ]

[ { "input": "The Company is not, and has not been at any time since at least January 13, 2017, an issuer identified in Rule 144(i)(1) under the Securities Act and has filed with the SEC current “Form 10 information” (as defined in Rule 144(i)(3) under the Securities Act) at least 12 calendar months prior to the date of this Agreement reflecting its status as an entity that is no longer an issuer identified in Rule 144(i)(1) under the Securities Act.", "output": "shell company status" } ]

[ { "input": "The Plan is intended to be an “unfunded” plan for incentive and deferred compensation. With respect to any payments not yet made to a Participant pursuant to an Award, nothing contained in the Plan or any Award Certificate shall give the Participant any rights that are greater than those of a general creditor of the Company or any Affiliate. This Plan is not intended to be subject to the Employment Retirement Income Security Act of 1974, as amended.", "output": "unfunded status of awards" } ]

[ { "input": "This Agreement shall be construed, administered and enforced according to the laws of the State of Maryland without regard to the conflicts of law provisions thereof.", "output": "governing laws" } ]

[ { "input": "This Amendment may be executed in one (1) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Amendment may be executed and delivered by facsimile, or by email in portable document format (.pdf), and delivery of any signature page by such method will be deemed to have the same effect as if the original signature had been delivered to the other party.", "output": "facsimiles" } ]

[ { "input": "In the event of a claim, the Parties shall select an arbitrator mutually acceptable to each Party.  If the Parties cannot agree on an arbitrator within thirty (30) days, the Parties shall request from the applicable arbitration group a list of five (5) names drawn from its panel of employment arbitrators and each Party shall follow the striking procedure used by such arbitration group.", "output": "selection of arbitrators" } ]

[ { "input": "Subject to the terms and conditions set forth in this Grant and the Plan, the Company hereby grants to the Participant 1,373 units (the “ Restricted Stock Units ”). Each unit (a “ Unit ”) shall be a phantom right and shall be equivalent to one share of Company Stock on the applicable Redemption Date (as defined below).", "output": "grant of restricted stock units" } ]

[ { "input": "Vistana may not offer Elite Status for any purpose other than as an Elite Offering without the prior written consent of the Starwood Parties.", "output": "permitted uses" } ]

[ { "input": "For purposes of this letter, your first day of work at Criteo is expected to be August 25th 2014 and will be considered your \" Employment Date \" .", "output": "start dates" } ]

[ { "input": "You acknowledge receipt of, and understand and agree to, the Award Notice, the Restricted Stock Award Agreement and the Plan. You further acknowledge that as of the Grant Date, the Award Notice, the Restricted Stock Award Agreement and the Plan set forth the entire understanding between Participant and the Company regarding the Award and supersede all prior oral and written agreements on the subject.", "output": "additional terms" } ]

[ { "input": "For purposes of this Second Amendment, capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to them in the Agreement.", "output": "definitions" } ]

[ { "input": "In accepting the Performance Units, you acknowledge that you have received an Employer Statement translated into Danish, which is being provided to comply with the Danish Stock Option Act. To the extent more favorable to you and required to comply with the Stock Option Act, the terms set forth in the Employer Statement will apply to your participation in the Plan and the Program.", "output": "danish stock option act" } ]

[ { "input": "Any notice required or permitted to be given under or in connection with this Agreement shall be given in accordance with the notice provisions of the Indenture.", "output": "notices" } ]

[ { "input": "As soon as practicable after any payment of Taxes by any Loan Party to a Governmental Authority as provided in this §3.1 , the Company shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of any return required by laws to report such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.", "output": "evidence of payments" } ]

[ { "input": "KindredBio or its designee may inspect Corden reports and records relating to this Agreement during normal business hours and with reasonable advance notice of at least seven (7) Business Days, but a Corden representative must be present during the inspection. In addition, as more fully set forth in Section 4.2, KindredBio will have the right to allow an independent Third Party auditor to review the information supporting the price adjustments made under Sections 4.2, 4.3 and 5.1.", "output": "inspection of records" } ]

[ { "input": "If the Executive experiences a Disability which results in a Separation from Service prior to Normal Retirement Age, the Company shall distribute to the Executive the benefit described in this Section 2.3 in lieu of any other benefit under this Article.", "output": "disability benefits" } ]

[ { "input": "The Plan is discretionary and may be amended, cancelled or terminated by the Company at any time, in its discretion. The grant of the Award in this Agreement does not create any contractual right or other right to receive any award in the future. Future awards, if any, will be at the sole discretion of the Company. Any amendment, modification, or termination of the Plan shall not constitute a change or impairment of the terms and conditions of the Participant’s employment with the Company.", "output": "discretionary nature of plan" } ]

[ { "input": "The references to the date of June 15, 2017 in Sections 1.3.1 and 1.3.2 of the SPA shall be replaced with the date of July 31, 2017.", "output": "extension of origination shares dates" } ]

[ { "input": "The Borrower is not an “investment company” within the meaning of the Investment Company Act of 1940, as amended, or required to register as an investment company under such Act.", "output": "investment company acts" } ]

[ { "input": "At Closing, the Company will pay Subscriber (or a related party designated by Subscriber, such as the General Partner of Subscriber) $5,000 to offset Subscriber’s legal and due diligence expenses associated with the Offering. The Company and the Subscriber will each bear their own additional legal and other expenses with respect to the Offering.", "output": "expenses" } ]

[ { "input": "This Agreement shall have been executed by the Company and delivered to the Noteholder.", "output": "execution" } ]

[ { "input": "The Company, Logitech and the Investors shall have obtained any and all consents, permits and waivers necessary or appropriate for consummation of the transactions contemplated by the Agreements.", "output": "waivers" } ]

[ { "input": "The Administrative Agent shall have received (a) signed consents to this Amendment from the Lenders (including the Exiting Lenders), and (b) executed signature pages hereto from each Loan Party.", "output": "consents" } ]

[ { "input": "The Holder, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Securities, and has so evaluated the merits and risks of such investment. The Holder is able to bear the economic risk of an investment in the Securities and, at the present time, is able to afford a complete loss of such investment.", "output": "knowledge" } ]

[ { "input": "No fractional shares of Common Stock shall be issued or delivered pursuant to the Plan. The Committee shall determine whether cash, other Awards, or other property shall be issued or paid in lieu of such fractional shares or whether such fractional shares or any rights thereto shall be forfeited or otherwise eliminated.", "output": "no fractional shares" } ]

[ { "input": "(a) The Borrower will, and will cause each Restricted Subsidiary to, maintain as their principal business, taken as a whole, the exploration, production, transportation, distribution, refinement, processing, storage, marketing and gathering of oil and other hydrocarbons and petroleum, and natural, synthetic or other gas and such activities related, ancillary or incidental thereto.", "output": "existence" } ]

[ { "input": "This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or in electronic (i.e., “ pdf ” or “ tif ”) format shall be effective as delivery of a manually executed counterpart of this Agreement.", "output": "counterparts" } ]

[ { "input": "The Board will administer the Plan.  The Board may delegate administration of the Plan to a Committee or Committees, as provided in Section 2(c) .", "output": "administration by board" } ]

[ { "input": "This Agreement shall continue until the termination of the Employment Agreement.", "output": "terms" } ]

[ { "input": "During the Term, the Chairman shall be eligible to participate in the benefit plans and compensation programs maintained by the Company of general applicability to non-employee Directors of the Company, subject in each case to the generally applicable terms and conditions of the plan or program in question and to the determination of the independent members of the Board or the Compensation Committee or any committee administering such plan or program, as appropriate.", "output": "benefits" } ]

[ { "input": "The Option Price for each grant of an Option under this Plan shall be determined by the Committee in its sole discretion and shall be specified in the Award Agreement; provided, however, the Option Price must be at least equal to one hundred percent (100%) of the FMV of the Shares as determined on the date of grant.", "output": "option prices" } ]

[ { "input": "Capitalized terms used herein without definition (including the preamble and recitals hereto) shall have the meanings assigned to them in the Indenture.", "output": "capitalized terms" } ]

[ { "input": "The Company has been organized as a Delaware limited liability company by filing a certificate of formation (the “ Certificate ”) under the Act on December 16, 2015. The Certificate is in all respects approved, and the Members hereby agree to continue the Company.", "output": "formation of company" } ]

[ { "input": "The Administrative Agent shall have received (i) the Audited Financial Statements and (ii) the Unaudited Financial Statements.", "output": "financial statements" } ]

[ { "input": "This Agreement shall be binding upon and inure to the benefit of the Company and the Participant and their respective heirs, executors, administrators, legal representatives, successors and assigns, subject to the restrictions on transfer set forth in Section 4 of this Agreement.", "output": "binding effects" } ]

[ { "input": "The Partnership shall maintain a principal office at 345 Park Avenue, New York, New York 10154 and a registered office at Intertrust Corporate Services (Cayman) Limited, 190 Elgin Avenue, George Town, Grand Cayman KY1-9005, Cayman Islands. The Partnership shall maintain an office and principal place of business at such other place or places as the Delaware GP specifies from time to time and as set forth in the books and records of the Partnership.", "output": "place of business" } ]

[ { "input": "Shareholder (or an affiliate of Shareholder) is the beneficial owner (as determined in accordance with Rule 13d-3 under the Exchange Act) of the Shares as of the date hereof, and, except as set forth on Annex I hereto and arising hereunder, the Shares are so owned free and clear of any liens, security interests, charges or other encumbrances.", "output": "ownership of shares" } ]

[ { "input": "THIS SECOND AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES.", "output": "governing laws" } ]

[ { "input": "No failure or delay on the part of the Holder (or the Agent on behalf of the Holder) hereof in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privilege. All rights and remedies existing hereunder are cumulative to, and not exclusive of, any rights or remedies otherwise available.", "output": "failure or indulgence not waiver" } ]

[ { "input": "Conduct its businesses in compliance in all material respects with the United States Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, and other similar anti-corruption legislation in other jurisdictions to the extent applicable to, and binding on, the Credit Parties and maintain policies and procedures designed to promote and achieve, in its reasonable judgment, compliance with such laws.", "output": "anti-corruption" } ]

[ { "input": "(a) - Generally . The Aggregate Loan Principal Balance shall be payable in installments equal to the Monthly Principal Payment Amount on each Distribution Date, to the extent of available funds therefor, in accordance with Section  2.06 . Notwithstanding the foregoing, the Aggregate Loan Principal Balance shall be due and payable on the Maturity Date.", "output": "principal payments" } ]

[ { "input": "Agent shall have received evidence from Borrower that Borrower has (i) repaid in full all Indebtedness for borrowed money of the Target under the Target’s current credit facilities and (ii) delivered to Agent all documents or instruments   needed to release all Liens securing such Indebtedness or other obligations of the Target and its Subsidiaries under such credit facilities, in each case, satisfactory to Agent.", "output": "existing indebtedness" } ]

[ { "input": "The Series B Preferred Units shall not be transferable except in accordance with Section 11.2 of the Partnership Agreement.", "output": "transfer restrictions" } ]

[ { "input": "The Company is a publicly-held company subject to reporting obligations pursuant to Section 12(g) of the Exchange Act. As of the Closing Date, the Company is not a “shell company” but is a “former shell company” as those terms are employed in Rule 144 under the Securities Act.", "output": "shell company" } ]

[ { "input": "There is no action, suit, proceeding or investigation pending or, to the best of Borrower’s knowledge, threatened against any Individual Borrower, Guarantor, the Manager or any Individual Property in any court or by or before any other Governmental Authority which, if adversely determined, is reasonably expected to result in a Material Adverse Effect with respect to any such parties.", "output": "litigations" } ]

[ { "input": "Until the date on which the Buyers shall have sold all of the Underlying Securities (the “ Reporting Period ”), the Company shall timely file all reports required to be filed with the SEC pursuant to the 1934 Act, and the Company shall not terminate its status as an issuer required to file reports under the 1934 Act even if the 1934 Act or the rules and regulations thereunder would no longer require or otherwise permit such termination.", "output": "reporting status" } ]

[ { "input": "THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK), WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES THAT WOULD REQUIRE APPLICATION OF ANOTHER LAW.", "output": "applicable laws" } ]

[ { "input": "The representations and warranties contained herein will survive the Closing and the delivery of the Note and Shares until the entire Note issued to Investor has been converted or redeemed. Neither party will be under any obligation to update or supplement any of its representations or warranties following the Closing due to a change that occurred after the Closing.", "output": "survival" } ]

[ { "input": "The terms and conditions of this Note shall inure to the benefit of and be binding upon the respective permitted successors and assigns of the parties. The Company may not assign this note or delegate any of its obligations hereunder without the written consent of the Holder. The Holder may not assign this Note and its rights hereunder at any time without consent of the Company.", "output": "assigns" } ]

[ { "input": "The Borrower shall transfer, or cause to be transferred, all Collections to the Collection Account by the close of business on the Business Day following the date such Collections are received by the Borrower, the Equityholder, the Servicer or any of their respective Affiliates.", "output": "deposit of collections" } ]

[ { "input": "If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way.", "output": "partial invalidity" } ]

[ { "input": "From and following the Closing Date, except as expressly set forth in this Agreement, Loans and the other Obligations shall bear interest at the sum of the LIBOR Rate plus the Applicable Margin. Interest on the Loans shall be paid in arrears on the first (1st) day of each month and on the maturity of such Loans, whether by acceleration or otherwise.", "output": "interests" } ]

[ { "input": "Capitalized terms used herein and not otherwise defined herein shall have the meanings specified in the Credit Agreement.  The provisions of Section 1.03 of the Credit Agreement shall apply to this Agreement as though set forth herein, mutatis mutandis.", "output": "defined terms" } ]

[ { "input": "To the payment of the entire amount then due, owing or unpaid for principal and interest upon the Note and any notes evidencing any Future Advances, with interest on the unpaid principal at the rate set forth therein from the date of advancement thereof until the same is paid in full, together with the Additional Interest.", "output": "third" } ]

[ { "input": "In addition to the restrictions on transfers contained in this Article IX, any direct or indirect transfer restrictions contained in the Charter and the May 1995 Letter Agreement, and applicable to the Company, are incorporated for the benefit of the Members by reference into this Agreement.", "output": "other restrictions" } ]

[ { "input": "Such other documents as the Trustee may reasonably require; provided that nothing in this clause (xii) shall imply or impose a duty on the part of the Trustee to require any other documents.", "output": "other documents" } ]

[ { "input": "Buyer has not incurred any liability, contingent or otherwise, for brokers’ or finders’ fees relating to the transactions contemplated by this Agreement for which Seller or any of its Affiliates shall have any responsibility whatsoever.", "output": "brokers" } ]

[ { "input": "You will participate in the Corporation’s Annual Incentive Plan (“ AIP ”) (or any successor bonus plan) and your target bonus amount will be 100% of your annual base salary. Your annual bonus target will be reviewed periodically by the Board and Committee, with any modifications at the sole discretion of the board. Your annual bonus will be subject to the terms and conditions contained in the AIP.", "output": "annual bonus" } ]

[ { "input": "EACH OF THE PARTIES UNDERSTANDS THE LEGAL AND ECONOMIC RAMIFICATIONS OF THIS SECTION, AND ACKNOWLEDGES THAT THE PROVISIONS OF THIS SECTION WERE NEGOTIATED BETWEEN THE PARTIES AND THAT SUCH PROVISIONS WERE CONSIDERED BY EACH PARTY IN DETERMINING THE SPECIFIC RISKS THAT IT ASSUMED IN AGREEING TO ITS OBLIGATIONS SET FORTH IN THE AGREEMENT, AND THE AMOUNTS OF THE PAYMENTS TO BE MADE UNDER THE AGREEMENT.", "output": "acknowledgements" } ]

[ { "input": "Unless and until such time as Shares are issued in settlement of Vested Units, Participant shall have no ownership of the Shares allocated to the Units and shall have no right to dividends or to vote such Shares.", "output": "no stockholder rights" } ]

[ { "input": "Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly deliver to the Holder a notice setting forth the Exercise Price after such adjustment and any resulting adjustment to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.", "output": "adjustment to exercise price" } ]

[ { "input": "The Company possesses all Permits necessary to conduct its business, and the Company has not received any notice of, or is otherwise involved in any Proceedings relating to, the revocation or modification of any such Permits. All such Permits are valid and in full force and effect and the Company is in full compliance with the respective requirements of all such Permits.", "output": "permits" } ]

[ { "input": "There are no collective bargaining agreements or similar agreement to which Borrower is a party or which affect or relate to the Property.", "output": "labor matters" } ]

[ { "input": "This Agreement is intended by the Parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the Parties in respect of the subject matter contained herein. This Agreement supersedes all prior agreements and understandings among the Parties with respect to such subject matter.", "output": "entire agreements" } ]

[ { "input": "This Agreement constitutes the complete and exclusive understanding and agreement of the parties and supersedes all prior understandings and agreements, whether written or oral, with respect to the subject matter hereof. Any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing and signed by the parties hereto.", "output": "complete understanding" } ]

[ { "input": "During the Term, the Executive shall have the opportunity to earn an annual bonus in accordance with any annual bonus program the Corporation maintains that would be applicable to the Executive and in accordance with the Term Sheet.", "output": "bonus" } ]

[ { "input": "Any notice required or permitted under this Agreement shall be deemed given when delivered personally, or when deposited in a United States Post Office, postage prepaid, addressed, as appropriate, to the Grantee at the last address specified in Grantee’s employment records, or such other address as the Grantee may designate in writing to the Company, or the Company, Attention: General Counsel, or such other address as the Company may designate in writing to the Grantee.", "output": "notices" } ]

[ { "input": "The Borrower shall have delivered to the Administrative Agent an opinion of counsel for the Borrower and each other Credit Party, in form and substance reasonably satisfactory to the Administrative Agent and the Lenders.", "output": "legal opinions" } ]

[ { "input": "For purposes of this Section 2.17, the term “applicable Requirements of Law” includes FATCA.", "output": "defined terms" } ]

[ { "input": "This Amendment No. 1 shall bind and inure to the benefit of the respective successors and permitted assigns of each of the parties hereto.", "output": "binding effects" } ]

[ { "input": "Buyer shall have received from the Company an affidavit, under penalties of perjury, stating that Company is not and has not been a United States real property holding corporation, dated as of the Closing Date and in form and substance required under Treasury Regulations Section 1.897-2(h) so that Buyer is exempt from withholding any portion of the Merger Consideration thereunder.", "output": "certificates" } ]

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

[ { "input": "The Tenant hereby waives and releases unto the Landlord any and all defenses, appeals, stays, claims, and/or counterclaims or cross claims that the Tenant its agents, employees, affiliates, subsidiaries or partners may have arising out of its occupancy and possession of the Premises, the Landlord/Tenant relationship, or any agreement between the parties, written or otherwise, from the beginning of the world to the date of this Agreement.", "output": "releases" } ]

[ { "input": "Commencing on October 1, 2016, Subtenant’s Allocated Share for the Sublease Space is 86.4% of Sublandlord’s Allocated Share, as such share may be adjusted, from time to time, on the basis of corresponding changes in the square footage of the Sublease Space.", "output": "additional rents" } ]

[ { "input": "For purposes of this Section 4.5 , the term “ applicable law ” includes FATCA and the term “Lender” includes any Issuing Bank.", "output": "defined terms" } ]

[ { "input": "Distributor shall provide notice to the Company of any Change in Control of Distributor at least [***] prior to the anticipated closing date of such Change in Control.  Change in Control shall not be triggered if the [***]. If ownership of Distributor changes otherwise, [***].", "output": "change in control" } ]

[ { "input": "This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all previous proposals, both oral and written, negotiations, representations, commitments, writings and all other communications between the Parties.", "output": "contents of agreement" } ]

[ { "input": "The rights and remedies given in this Agreement and by law to a Partner shall be deemed cumulative, and the exercise of one of such remedies shall not operate to bar the exercise of any other rights and remedies reserved to a Partner under the provisions of this Agreement or given to a Partner by law.", "output": "remedies cumulative" } ]

[ { "input": "As of the Closing Date, since December 31, 2017, there has been no material adverse change in the business, financial condition or results of operations of the Borrower and its Subsidiaries, taken as a whole.", "output": "material adverse changes" } ]

[ { "input": "Except for the issuance or sale of Qualified Equity Interests by Parent, Parent will not, and will not permit any of its Subsidiaries to issue or sell or enter into any agreement or arrangement for the issuance or sale of any of its Equity Interests.", "output": "limitation on issuance of equity interests" } ]

[ { "input": "Neither Seller nor any of its affiliates is a party to any lease or other occupancy agreement affecting the Property (other than, at Closing, the Lease) and the only occupant of the Property is Seller (and at Closing, will be the Tenant pursuant to the Lease).", "output": "leases" } ]

[ { "input": "None of the Borrower, any other Loan Party or any other Subsidiary is (i) an “investment company” or a company “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940 or (ii) subject to any other Applicable Law which purports to regulate or restrict its ability to borrow money or obtain other extensions of credit or to consummate the transactions contemplated by this Agreement or to perform its obligations under any Loan Document to which it is a party.", "output": "investment company" } ]

[ { "input": "Maintain and preserve, and cause each of its Restricted Subsidiaries to maintain and preserve in all material respects, all of its properties that are used or useful in the conduct of its business in good working order and condition, ordinary wear and tear excepted, except where the failure to so maintain or preserve is not reasonably expected to have a Material Adverse Effect.", "output": "maintenance of properties" } ]

[ { "input": "Neither the adoption of the Plan by the Board nor its submission to the stockholders of the Company for approval shall be construed as creating any limitations on the power of the Board to adopt such other compensatory arrangements for Associates as it may deem desirable.", "output": "non-exclusivity of the plan" } ]

[ { "input": "All Awards are subject to withholding of all taxes, government mandated social benefit contributions, or other payments required to be withheld which are applicable to the Participants. If Company stock is awarded, a Participant will receive shares net of his or her tax withholding obligation if not enough cash is awarded to cover taxes.", "output": "withholding requirements" } ]

[ { "input": "This Agreement shall be binding upon and inure to the benefit of both parties and their respective successors and assigns, including any corporation with which or into which the Company may be merged or which may succeed to its assets or business, provided , however, that the obligations of the Executive are personal and shall not be assigned by him.", "output": "assigns" } ]

[ { "input": "Investor represents and warrants to Borrower that as of the Effective Date: (i) this Agreement has been duly and validly authorized; (ii) this Agreement constitutes a valid and binding agreement of Investor enforceable in accordance with its terms; (iii) Investor is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D of the 1933 Act; and (iv) this Agreement has been duly executed and delivered on behalf of Investor.", "output": "investor’s representations" } ]

[ { "input": "The Company, at the direction of the Qualified Principals in their capacities as Officers and the Company’s Chief Financial Officer, will maintain or cause to be maintained at its principal place of business complete and accurate books and records of the assets, business and affairs of the Company.", "output": "books" } ]

[ { "input": "As of the Effective Date and as compensation for the proper and satisfactory performance of all duties under this Agreement, Executive shall earn a gross annual base salary of $300,000 ($12,500 gross per bi-weekly payroll period), less applicable state and federal taxes and other authorized payroll deductions, payable in accordance with Employer’s normal payroll practices but in no event less frequently than once per month (the “ Base Salary ”).", "output": "base salary" } ]

[ { "input": "The Company will, at any time during the pendency of a Placement Notice advise FBR promptly after it shall have received notice or obtained knowledge thereof, of any information or fact that would alter or affect in any material respect any opinion, certificate, letter or other document required to be provided to FBR pursuant to this Agreement.", "output": "change of circumstances" } ]