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[ { "input": "The Participant acknowledges and agrees that it is the Participant’s express intent that the Award Agreement, the Plan and all other documents, notices and legal proceedings entered into, given or instituted pursuant to the Restricted Stock Units, be drawn up in English. If the Participant has received the Award Agreement, the Plan or any other documents related to the Restricted Stock Units translated into a language other than English, and if the meaning of the translated version is different than the English version, the English version will control.", "output": "the Restricted Stock Units" } ]

[ { "input": "The expenses of each Person who is or was a Covered Person, incurred in defending a civil or criminal action, suit or proceeding may be paid by the Company as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of such Person to repay the amount if it is ultimately determined by a court of competent jurisdiction that such Person is not entitled to be indemnified by the Company. The provisions of this Section 9.5 shall not affect any rights to advancement of expenses to which personnel other than the Members, the Special Members or a Manager (other than any Independent Manager) may be entitled under any contract or otherwise by law.", "output": "this Section 9.5" } ]

[ { "input": "During the Employment Period, the Executive shall be reimbursed for reasonable business expenses incurred in connection with the performance of the Executive’s duties hereunder consistent with the Corporation’s policy regarding reimbursement of such expenses, including submission of appropriate receipts. With respect to any benefits or payments received or owed to the Executive hereunder, the Executive shall cooperate in good faith with the Corporation to structure such benefits or payments in the most tax-efficient manner to the Corporation.", "output": "Corporation" } ]

[ { "input": "TARGET is a corporation duly organized, validly existing and in good standing under the laws of California. TARGET has all requisite power and authority to carry on its business as now conducted and as proposed to be conducted. TARGET is duly qualified to transact business and is in good standing in each jurisdiction in which the failure so to qualify could have a material adverse effect on Target’s Condition. However, Target needs to reinstate the TARGET SUBSIDIARIES within 30 days of closing .", "output": "California" } ]

[ { "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": "Seller" } ]

[ { "input": "Except in the ordinary course of business (to the extent that Administrative Agent receives notice within five (5) Business Days thereof), no Borrower shall, nor shall any Borrower permit any Subsidiary to, take any action which could cause any Borrower's or any Subsidiary's business that is not already so regulated or treated to be (a) regulated as a \"utility\", \"public utility\" or a \"gas utility\" by any State Pipeline Regulatory Agency; (b) deemed to be providing any service that would require the prior approval of any State Pipeline Regulatory Agency in order to discontinue or abandon such service; (c) within the meaning of the regulations of any State Pipeline Regulatory Agency be deemed to be charging a \"residential rate\" or \"commercial rate\"; or (d) subject to FERC jurisdiction.", "output": "any State Pipeline Regulatory Agency" } ]

[ { "input": "This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the Initial Issuance Date of this Warrant and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.", "output": "Section 4(a)" } ]

[ { "input": "Maintain proper books of record and account, in which full, true and correct entries in conformity with GAAP consistently applied shall be made of all financial transactions and matters involving the assets and business of the Borrowers or such Subsidiary, as the case may be; and (b) maintain such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over the Borrowers or such Subsidiary, as the case may be.", "output": "any Governmental Authority" } ]

[ { "input": "Pledgor is not an employee benefit plan as defined in Section 3 of Title I of ERISA, or a plan described in Section 4975(e)(1) of the Code, and the Collateral are not “plan assets” within the meaning of 29 CFR §2510.3 101 as amended by Section 3(42) of ERISA, in Pledgor’s hands, and transactions by or with Pledgor are not subject to any state or local statute regulating investments or fiduciary obligations with respect to governmental plans within the meaning of Section 3(32) of ERISA.", "output": "Section 3(42)" } ]

[ { "input": "The Company shall maintain in full force and effect one or more policies of insurance issued by insurers of recognized national standing insuring the assets, properties and business of the Company against such losses and risks and in such amounts as management of the Company believes to be prudent and customary in the businesses in which the Company is engaged.", "output": "one or more" } ]

[ { "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": "The Board may at any time, and from time to time, amend this Plan in any respect, except that (a) if the approval of any such amendment by the stockholders of the Company is required by Section 423 of the Code, such amendment shall not be effected without such approval, and (b) in no event may any amendment be made which would cause the Plan to fail to comply with Section 423 of the Code.", "output": "Section 423" } ]

[ { "input": "Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell to Buyer, and Buyer shall purchase from Seller, all of Seller’s right, title and interest in and to 9,000,000 common shares whichever is greater, free and clear of all Encumbrances.", "output": "Buyer" } ]

[ { "input": "Subject to and in accordance with Section 3.4 of the Loan Agreement, the Borrower agrees to pay on demand all reasonable, documented and out-of-pocket costs and expenses of the Agent in connection with the preparation, negotiation, execution and delivery, and closing of this Amendment and all related documentation, including the reasonable, documented and out-of-pocket fees and expenses of one counsel for the Agent with respect thereto.", "output": "Section 3.4 of the" } ]

[ { "input": "Payable to the Lenders under the New Revolving Credit Facility equal to (x) 0.100% per annum , times (y) the daily average undrawn portion of the New Revolving Credit Facility (reduced by the amount of Letters of Credit issued and outstanding), with step- ups to (i) 0.150% per annum based on a Consolidated Leverage Ratio of greater than 1.25:1.00, but less than 1.75:1.00, (ii) 0.200% per annum based on a Consolidated Leverage Ratio of equal to or greater than 1.75:1.00, but less than 2.25:1.00 and (iii) 0.250% per annum based on a Consolidated Leverage Ratio of greater than 2.25:1.00.", "output": "greater than 2.25:1.00" } ]

[ { "input": "Notwithstanding anything in this Agreement to the contrary, nothing herein shall be construed to limit or affect any action taken by Michael S. Dell acting in his capacity as a director of the Company and in compliance with the Merger Agreement.", "output": "the Merger Agreement" } ]

[ { "input": "Borrower owns, or hold licenses in, all trademarks, trade names, copyrights, patents, patent rights, and licenses that are necessary to the conduct of its business as currently conducted, and attached hereto as Schedule 5.15 (as updated from time to time) is a true, correct, and complete listing of all material patents, patent applications, trademarks, trademark applications, copyrights, and copyright registrations as to which Borrower is the owner or is an exclusive licensee, other than shrink wrap and other similar licenses generally available to the public.", "output": "Borrower" } ]

[ { "input": "In the event of any termination of Executive’s employment under this Section 8, Executive shall be under no obligation to seek other employment and there shall be no offset against amounts due to Executive under this Agreement on account of any compensation attributable to any subsequent employment that she may obtain except as specifically provided in this Section 8. Notwithstanding anything contained in this Agreement to the contrary, the payments and benefits set forth in this Section 8 shall be provided to Executive in lieu of any benefits to which Executive may be entitled to receive under any other severance or change-in-control plan, program, policy or arrangement of the Company.", "output": "Executive" } ]

[ { "input": "This Indemnity Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware without regard to any choice or conflict of law provision thereof.", "output": "This Indemnity Agreement" } ]

[ { "input": "Interest on the unpaid principal balance of the Used Vehicle Floorplan Loans shall be paid monthly by the Used Vehicle Floorplan Borrower in an amount equal to all interest accrued during the prior calendar month. Such interest payments shall be made on each Used Vehicle/Revolving Monthly Payment Date commencing with the first such date to occur following the Closing Date and continuing thereafter. All accrued interest outstanding on the Termination Date shall be due and payable in full on the Termination Date.", "output": "monthly" } ]

[ { "input": "Landlord and Tenant represent and warrant to the other that except for Jones Lang LaSalle and Newmark Knight Frank (the “ Brokers ”) they have not made any agreement or taken any action which may cause any other party to become entitled to a commission as a result of the transactions contemplated by this Amendment. Furthermore, each party will indemnify and defend the other from any and all claims, actual or threatened, for compensation by any other such third person by reason of such party’s breach of their representation or warranty contained in this Section. Landlord will pay any commission due to the Brokers pursuant to its separate agreement with the Brokers.", "output": "Landlord" } ]

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

[ { "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": "Section  2.07" } ]

[ { "input": "This Consent shall become effective with retroactive effect as of August 15, 2018 as soon as the Administrative Agent shall have received counterpart signatures to this Consent from the Lenders and each other party hereto (the date on which such condition has been satisfied, the “ Consent Effective Date ”).", "output": "August 15, 2018" } ]

[ { "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": "Sections 1.3.1 and 1.3.2" } ]

[ { "input": "None of the terms and conditions of this Agreement shall survive the Closing, except Sections 6 , 7 , 8(g) , 8(h), 9, 10, 11, 12, 13, 14 and 15 .", "output": "14" } ]

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

[ { "input": "No action, suit or proceeding against or affecting Borrower or any Subsidiary is known to be pending, or to the knowledge of Borrower threatened, in any court or before any governmental agency or department, which, if adversely determined, could result in a final judgment or liability of a material amount not fully covered by insurance, or which may result in any material adverse change in the business, or in the condition, financial or otherwise, of Borrower. There are no outstanding judgments against Borrower or any Subsidiary.", "output": "Borrower" } ]

[ { "input": "If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this ARTICLE Article II , and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the applicable Credit Extension set forth in ARTICLE Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.", "output": "ARTICLE Article IV" } ]

[ { "input": "The restrictions contained in Sections 5 and 6 are necessary for the protection of the business and goodwill of KeyW and are considered by the Employee to be reasonable for such purpose. The Employee agrees that any breach of Sections 5 or 6 is likely to cause KeyW substantial and irreparable harm for which there is no adequate remedy at law and therefore, in the event of any such breach, the Employee agrees that KeyW, in addition to such other remedies which may be available, shall be entitled to specific performance and other injunctive relief without the need to post a bond. The Company shall be entitled to recover its reasonable attorney’s fees in the event that it prevails in such action.", "output": "6" } ]

[ { "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": "Purchaser" } ]

[ { "input": "Such Financier shall have received an independent insurance brokers’ report and certificate(s) of insurance, in form and substance reasonably satisfactory to such Financier as to the due compliance with the terms of Section 10 of the Lease relating to insurance with respect to such Aircraft and, if applicable, a certificate, in form and substance reasonably acceptable to such Financier, signed by the Treasurer, Chief Financial Officer, the President, a Vice President or General Counsel of the Lessee confirming indemnification or insurance provided by the United States and evidence of such indemnification or insurance, if any.", "output": "Aircraft" } ]