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[ { "input": "All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a). The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities. If the Company has no subsidiaries, all other references to the Subsidiaries or any of them in the Transaction Documents shall be disregarded.", "output": "Company" } ]

[ { "input": "You will receive pay for all work you performed for the Company through the Separation Date, to the extent not previously paid, as well as pay, at your final base rate of pay, for any vacation days you earned but had not used as of the Separation Date, determined in accordance with Company policy and as reflected on the books of the Company. You will receive the payments described in this Section 2 regardless of whether or not you sign this Agreement.", "output": "the Separation Date" } ]

[ { "input": "Tenant shall provide Landlord with a security deposit for the Expansion Premises equal to three (3) months of the Annual Fixed Rent due in the first lease year for the Expansion Premises, which the parties acknowledge is the sum of Eight Hundred Seven Thousand Three Hundred Fifty-One and No/100 ($807,351.00).  The security deposit may be in the form of cash or letter of credit, and shall be due and payable upon the execution of this Amendment, and shall be subject to the terms and conditions of the Lease applicable thereto.", "output": "807,351.00" } ]

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

[ { "input": "Lessee shall be entitled to retain all cash, bank accounts and house banks, and to collect all Gross Revenues and accounts receivable accrued through the termination date. In addition, Lessee shall be entitled to retain any amounts remaining of the monthly furniture and equipment funded by Lessee as required by the Loan Documents and/or the Management Agreement. Lessee shall be responsible for the payment of Rent, all Gross Operating Expenses and all other obligations of Lessee accrued under this Lease as of the termination date, and Lessor or Lessor’s nominee shall be responsible for all Gross Operating Expenses of the Hotel accruing after the termination date.", "output": "Lessee" } ]

[ { "input": "The inspections under Section 4.3.1 may include non-invasive Phase I environmental inspections of the Real Property, but no Phase II environmental inspections or other invasive inspections or sampling of soil or materials, including without limitation construction materials, either as part of the Phase I inspections or any other inspections, shall be performed without the prior written consent of Seller, which may be withheld in its sole and absolute discretion, and if consented to by Seller, the proposed scope of work and the party who will perform the work shall be subject to Seller’s reasonable review and approval.", "output": "Seller" } ]

[ { "input": "On or as soon as practicable following the Effective Date, Parent shall grant to the Executive a combination of restricted stock units (“ RSUs ”) and an option to purchase common stock of Parent (an “ Option ”), pursuant to Parent’s 2017 Omnibus Equity Plan (the “ Equity Plan ”).  The RSUs and Option shall have an aggregate value of $1,000,000 on the date of grant, with the Option valued based on its Black-Scholes value and RSUs valued based on the present market value of the underlying common stock of Parent, in each case as of the date of grant.  For future years, the Executive will be eligible to receive equity grants commensurate with her position, as determined by the Compensation Committee of Parent.", "output": "2017" } ]

[ { "input": "The Plan, this Agreement, and the Employment Agreement provisions referenced herein constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof. Notwithstanding the foregoing, nothing in the Plan or this Agreement shall affect the validity or interpretation of any duly authorized written agreement between the Company and Participant under which an Option properly granted under and pursuant to the Plan serves as any part of the consideration furnished to Participant. If provisions of the Plan and this Agreement conflict, the Agreement provisions will govern.", "output": "Participant" } ]

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

[ { "input": "The audited consolidated balance sheet of the Guarantor and its Subsidiaries as of March 31, 2016 and the related consolidated statements of income, shareholders’ equity and cash flows for the Fiscal Year then ended fairly present in all material respects the consolidated financial condition of the Guarantor and its Subsidiaries as of such date and the consolidated results of operations for such period in conformity with GAAP consistently applied. Since June 30, 2016 there has been no event with respect to the Guarantor and its Subsidiaries which has had or could reasonably be expected to have a Material Adverse Effect.", "output": "June 30, 2016" } ]

[ { "input": "The Borrower will, and will cause each of its Subsidiaries to, pay its obligations, including Tax liabilities, that, if not paid, could result in a Material Adverse Effect before the same shall become delinquent or in default, except where (a) the validity or amount thereof is being contested in good faith by appropriate proceedings, (b) the Borrower or such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP and (c) the failure to make payment while such contest is pending could not reasonably be expected to result in a Material Adverse Effect.", "output": "GAAP" } ]

[ { "input": "Subject to Landlord’s prior written approval, in its sole discretion, and provided all signs are in keeping with the quality, design and style of the Building and Project, Tenant, if the Premises comprise an entire floor of the Building, at its sole cost and expense, may install identification signage anywhere in the Premises including in the elevator lobby of the Premises, provided that such signs must not be visible from the exterior of the Building.", "output": "Tenant" } ]

[ { "input": "Executive shall execute and deliver a Confidential Information, Invention Assignment and Arbitration Agreement in the form attached as Exhibit IV hereto.", "output": "Executive" } ]

[ { "input": "This provision supplements Section 12 of the Agreement: You hereby authorize the Company and the Company’s representatives to discuss with and obtain all relevant information about you from all personnel, professional or not, involved in the administration and operation of the 2013 Plan. You further authorize the Company and any subsidiary or affiliate and the administrator of the 2013 Plan to disclose and discuss your participation in the 2013 Plan with their advisors. You further authorize the Company and any subsidiary or affiliate and the administrator of the 2013 Plan to record such personal information and to keep such information in your employee file.", "output": "2013" } ]

[ { "input": "Including Executive’s obligations under the Proprietary Information Agreement, as set forth in Section 7 above, this Agreement is intended to be the final, complete, and exclusive statement of the terms of Executive’s employment by the Employer and supersedes all other prior and contemporaneous agreements and statements pertaining in any manner to the employment of Executive. To the extent that the practices, policies, or procedures of the Company, now or in the future, apply to Executive and are inconsistent with the terms of this Agreement, the provisions of this Agreement shall control. Any subsequent change in Executive’s duties or compensation will not affect the validity or scope of this Agreement.", "output": "Executive" } ]

[ { "input": "During Executive’s Company Employment and for two (2) years following the termination of such employment for any reason, Executive (i) will not criticize or disparage the Company or its directors, officers, employees or products, and (ii) will fully cooperate with Company in all investigations, potential litigation or litigation in which Company is involved or may become involved with respect to matters that relate to Executive’s Company Employment (other than any such investigations, potential litigation or litigation between Company and Executive); provided, that with regard to Executive’s duties under clause (ii), Executive shall be reimbursed for reasonable travel and out-of-pocket expenses related thereto, but shall otherwise not be entitled to any additional compensation.", "output": "ii" } ]

[ { "input": "This Agreement may be terminated by any Purchaser, as to such Purchaser’s obligations hereunder only and without any effect whatsoever on the obligations between the Company and the other Purchasers, by written notice to the other parties, if the Closing has not been consummated on or before July 5, 2018; provided , however , that such termination will not affect the right of any party to sue for any breach by any other party (or parties).", "output": "Company" } ]

[ { "input": "During the Employment Period, Executive shall have complete responsibility for and authority over all day-to-day financial, accounting, and public company operations of the Company. Additionally, during the Employment Period, Executive shall devote substantially all of her business time, during normal business hours, to the business and affairs of the Company and Executive shall use her reasonable best efforts to perform faithfully and efficiently the duties and responsibilities contemplated by this Agreement. Notwithstanding the foregoing, the Executive shall be allowed, to the extent such activities do not substantially interfere with the performance by Executive of her duties and responsibilities hereunder, to serve on corporate, civic or charitable boards or committees.", "output": "the Employment Period" } ]

[ { "input": "Except as otherwise provided in Section 18, this Agreement and any disputes hereunder shall be governed by and interpreted in accordance with the laws of the State of Delaware, without application of its conflicts of laws principles.", "output": "Delaware" } ]

[ { "input": "In addition to the provisions set forth in Section 6.14 , the Grantors will cooperate with the Secured Party in obtaining control with respect to the Collateral consisting of (i) Investment Property, (ii) Letters of Credit and Letter-of-Credit Rights and (iii) electronic Chattel Paper.", "output": "Section 6.14" } ]

[ { "input": "The Employee represents that the Employee has full power and authority to enter into this Separation Agreement, and further represents that entering into this Separation Agreement will not result in a conflict of interest with a party to any pending litigation relating to or against the Company, with attorneys representing a party to any pending litigation relating to or against the Company, or with any governmental or administrative agency.", "output": "Company" } ]

[ { "input": "All of the direct and indirect subsidiaries of the Company are set forth on Schedule 3.1(a). The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities. If the Company has no subsidiaries, all other references to the Subsidiaries or any of them in the Transaction Documents shall be disregarded.", "output": "Subsidiary" } ]

[ { "input": "Bridgepoint Consulting LLC (“BPC”) will use reasonable efforts to perform the agreed-upon services (the “Services”) described in the engagement letter to which these Standard Terms and Conditions are attached as Exhibit A . The Client will provide BPC with all resources (physical and human) reasonably requested by BPC to enable BPC to perform the Services.", "output": "BPC" } ]

[ { "input": "The Company has implemented and maintains in effect and enforce policies and procedures designed to ensure compliance by the Company, its Subsidiaries and their directors, officers and employees with applicable Anti-Corruption Laws and applicable Sanctions, and the Company, its Subsidiaries and their respective officers and directors and to the knowledge of the Company its employees are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of the Company, any Subsidiary or to the knowledge of the Company or any Subsidiary any of their respective directors, officers or employees is a Sanctioned Person, except to the extent permitted for a Person required to comply with Sanctions.", "output": "Sanctions" } ]

[ { "input": "As a Representative of the Preferred Majority Holder, each Manager and Observer appointed or designated, as applicable, by or at the direction of the Preferred Majority Holder pursuant to this Section 1.3 shall have the rights and obligations of a Representative set forth in Section 1.7 . In furtherance of the foregoing, the Preferred Majority Holder shall be responsible for any breach or violation of  Section 1.7 by any Manager or Observer appointed or designated, as applicable, by the Preferred Majority Holder or at its direction.", "output": "this Section 1.3" } ]

[ { "input": "JPMorgan Chase Bank, N.A. is designated Documentation Agent and shall have no duties or obligations as such to any Lender or any Loan Party under any Loan Documents.  Each of U.S. Bank National Association and Fifth Third Bank are designated Co-Syndication Agents and shall have no duties or obligations as such to any Lender or any Loan Party under any Loan Documents.", "output": "U.S. Bank National Association" } ]

[ { "input": "(with such revisions as McClatchy may reasonably request), within 45 days of the Participant’s termination date, in which case payment shall be made on the first regular payroll date occurring on or after the 10 th  day following the lapse of the revocation period under the waiver and release agreement.", "output": "McClatchy" } ]

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

[ { "input": "Cause all financial statements referred to in Sections 9.7, 9.9, 9.10, 9.11, 9.12, and 9.13 as to which GAAP is applicable to be complete and correct in all material respects (subject, in the case of interim financial statements, to normal year-end audit adjustments) and to be prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods reflected therein (except as disclosed therein and agreed to by such reporting accountants or officer, as applicable).", "output": "year-end" } ]

[ { "input": "As of the date of the most recent Financial Statement supplied to the Buyer, there are no material liabilities, obligations or claims of any nature of or against DMSI (whether or not, threatened, accrued, contingent, absolute, unliquidated, asserted or otherwise, whether due or to become due) which were not disclosed or reflected fully on the said Financial Statement (“Undisclosed Liabilities”). As of the date hereof, DMSI has no material liabilities of any nature other than those disclosed in the Financial Statements or which arose since such date in the ordinary course of business consistent with past practice.", "output": "DMSI" } ]

[ { "input": "This Amendment may be executed by all parties hereto in any number of separate counterparts each of which may be delivered in original, facsimile or other electronic (e.g., “.pdf”) form, and all of such counterparts taken together constitute one instrument.", "output": "one" } ]

[ { "input": "The Company will grant the Executive effective on the Commencement Date a non-qualified stock option for the purchase of an aggregate of 550,000 shares of Common Stock of the Company pursuant to the terms of the Corindus Vascular Robotics, Inc. 2014 Stock Award Plan (the ”Stock Plan”) and the Company’s standard form of non-qualified stock option agreement with a strike price equal to the closing stock price on the date of grant (the “Option”). Subject to the Executive’s continued employment, the Option shall vest over a period of four (4) years, with the first 25% of the Option vesting on the one (1) year anniversary of the Commencement Date and the remaining 75% vesting ratably monthly over the following three (3) years.", "output": "monthly" } ]

[ { "input": "Receipt by the Agent and the Lenders of Partner’s Form 10-K (including audited consolidated financial statements) filed with the SEC for the fiscal year ended December 31, 2015 and Partner’s Form 10-Q (including unaudited consolidated financial statements) filed with the SEC for the fiscal quarter ended September 30, 2016.", "output": "Partner" } ]

[ { "input": "It is the intention of Debtor and Lender that the following NOTICE OF FINAL AGREEMENT be incorporated by reference into each of the Loan Documents (as the same may be amended, modified or restated from time to time).  Debtor and Lender warrant and represent that the entire agreement made and existing by or among Debtor and Lender with respect to the Loan is and shall be contained within the Loan Documents, and that no agreements or promises exist or shall exist by or among, Debtor  and Lender that are not reflected in the Loan Documents.  By execution and delivery of this Amendment, Debtor acknowledges that Debtor has received a copy of this NOTICE OF FINAL AGREEMENT .", "output": "Debtor" } ]

[ { "input": "The Company shall terminate when all of the Assets, after payment of or due provision for all debts, liabilities and obligations of the Company, shall have been distributed to the Members in the manner provided for in this Article 10 and the Formation Certificate shall have been canceled, or such other documents required under the Delaware Act to be executed and filed with the Secretary of State of the State of Delaware have been so executed and filed, in the manner required by the Delaware Act.", "output": "Company" } ]

[ { "input": "Except as provided in this Article, in accepting the trusts hereby created, Wilmington Trust, National Association acts solely as Owner Trustee hereunder and not in its individual capacity and all Persons having any claim against the Owner Trustee by reason of the transactions contemplated by this Agreement or any Basic Document shall look only to the Owner Trust Estate for payment or satisfaction thereof.", "output": "Wilmington Trust, National Association" } ]

[ { "input": "Holdings shall, and shall cause each of its Restricted Subsidiaries to, satisfy the requirements set forth on Schedule 10.1.13 on or before the date thereon specified for such requirement, in each case as such date may be extended by Agent in its sole discretion, so long as Holdings is working diligently in good faith to complete, or cause its Restricted Subsidiaries to complete, the applicable requirement as determined by Agent in its sole discretion.", "output": "Holdings" } ]

[ { "input": "This Amendment shall be attached to, incorporated in, and become a part of the Development Agreement. The terms and conditions stated in this Amendment, to the extent they are inconsistent with terms and conditions of the Development Agreement, shall prevail over the terms and conditions of the Development Agreement.", "output": "the Development Agreement" } ]

[ { "input": "Each Grantor will, and will cause each of its Subsidiaries to, permit Agent, in Agent's name or in the name of a nominee of Agent, to verify the validity, amount or any other matter relating to any Account, by mail, telephone, facsimile transmission or other electronic means of transmission or otherwise. Further, at the request of Agent, each Grantor will, and will cause each of its Subsidiaries to, send requests for verification of Accounts or, after the occurrence and during the continuance of an Event of Default, send notices of assignment of Accounts to Account Debtors and other obligors.", "output": "Agent" } ]

[ { "input": "Maintain with financially sound and reputable insurance companies, or through self-insurance, insurance with respect to its properties and business against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business, of such types and in such amounts as are customarily carried under similar circumstances by such other Persons; provided , however , that notwithstanding the foregoing provisions of this Section 6.07 , the Borrower or any Subsidiary may effect worker’s compensation or similar insurance in respect of operation in any state or other jurisdiction through any insurance fund operated by such state or other jurisdiction or by causing to be maintained a system or systems of self-insurance in accord with applicable Laws.", "output": "this Section 6.07" } ]

[ { "input": "The Grantee hereby agrees that any change, interpretation, determination or modification of this Agreement by the Committee shall be final and conclusive for all purposes and on all persons including the Company and the Grantee; provided, however, that with respect to any amendment or modification of the Plan which affects the Award made hereby, the Committee shall have determined that such amendment or modification is in the best interests of the Grantee of such Award.", "output": "Company" } ]

[ { "input": "All Loan Documents when duly executed and delivered by Borrower will constitute legal, valid, and binding obligations of Borrower enforceable against Borrower in accordance with their terms subject to Debtor Relief Laws and except that the availability of equitable remedies may be limited.", "output": "Debtor Relief Laws" } ]

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

[ { "input": "After the exercise of remedies provided for in Section 8.02 of the Credit Agreement (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth in Section 8.02 of the Credit Agreement) any payments in respect of the Secured Obligations and any proceeds of the Collateral, when received by the Administrative Agent or any Secured Party in cash or Cash Equivalents will be applied in reduction of the Secured Obligations in the order set forth in the Credit Agreement.", "output": "the Credit Agreement" } ]

[ { "input": "As of the Effective Date, (i) it has the corporate power and authority and the legal right to enter into this Agreement and perform its obligations hereunder; (ii) it has taken all necessary corporate action on its part required to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder; and (iii) this Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid, and binding obligation of such Party that is enforceable against it in accordance with its terms.", "output": "ii" } ]

[ { "input": "(i) At any time following December 31, 2022, the Corporation may elect to redeem up to fifty percent (50.0%) of the outstanding shares of Series B Preferred Stock, and (ii) at any time following December 31, 2023, the Corporation may elect to redeem up to one hundred percent (100.0%) of the outstanding shares of Series B Preferred Stock (each, an “ Optional Redemption ”), for an amount in cash per share of Series B Preferred Stock equal to the Redemption Price per share of Series B Preferred Stock.", "output": "Corporation" } ]

[ { "input": "Following the end of each calendar year and subject to the approval of the Board, you will be eligible for a performance bonus of up to 65% of your annualized base salary (the “Target Bonus”), based on your personal performance and the Company’s performance during the applicable calendar year, as determined by the Board in its sole discretion. In any event, you must be an active employee of the Company on the date the bonus is distributed in order to be eligible for and to earn any bonus award, as it also serves as an incentive to remain employed by the Company.", "output": "Board" } ]

[ { "input": "This Lease is intended to be a transfer of all of the economic benefits and burdens of owning the Carbon Plant Real Property from the Mill Owner to Ingevity (and the retention of the Carbon Plant Real Property by Ingevity for U.S. federal income Tax purposes); accordingly, Ingevity shall pay the Mill Owner for the lease of the Leased Premises an annual rental (the “Rent” ) in the amount of $1.00, which shall be paid in full for the entire Term in advance and shall be included in the Mill Owner’s invoice for, and shall be paid in accordance with the payment terms for, the payment for the Carbon Plant Services under the Services Agreement for the first calendar month after the Effective Date.", "output": "Ingevity" } ]

[ { "input": "If EMPLOYEE breaches her promise and files or participates in a legal proceeding based on any such released claims, except with respect to those claims protected by the whistleblower provisions of federal law or regulation, EMPLOYER’s obligation to make the payments and benefits referred to herein shall terminate immediately, and the EMPLOYEE shall (i)  repay to EMPLOYER any money paid to her pursuant to this Agreement; (ii) pay for all costs incurred by EMPLOYER, including reasonable attorneys’ fees, in defending against EMPLOYEE’s claim; and (iii) pay all other damages awarded by a court of competent jurisdiction or arbitral tribunal.", "output": "EMPLOYER" } ]

[ { "input": "Nothing herein will be deemed or construed to represent an admission by Executive, the Company, Eagle International, or any of the Eagle Parties of any violation of law or other wrongdoing of any kind whatsoever.", "output": "Eagle International" } ]

[ { "input": "To the knowledge and belief of the Company, the Company Accounting Firm: (i) is a registered public accounting firm as required by the Exchange Act and (ii) shall express its opinion with respect to the financial statements to be included in the Company's Annual Report for the fiscal year ending June 30, 2017, as well as the financial statements of Hausmann for the years ended December 31, 2015 and 2016.", "output": "Company" } ]

[ { "input": "Until the Shares vest pursuant to Section 2 hereof or unless the Committee determines otherwise, none of the Shares may be transferred other than by will or by the laws of descent and distribution and no Shares may be pledged, alienated, attached or otherwise encumbered, and any purported pledge, alienation, attachment or encumbrance thereof shall be void and unenforceable against the Company or any Affiliate.  The Committee may establish procedures as it deems appropriate for Participant to designate a person or persons, as beneficiary or beneficiaries, to exercise the rights of the Participant and receive any property distributable with respect to the Shares in the event of the Participant's death.", "output": "Affiliate" } ]

[ { "input": "As of the Amendment Effective Date, subject to the satisfaction of the conditions precedent set forth in Section 3.1, Schedule 1.1A to the Credit Agreement is hereby amended and restated as set forth in, and replaced by, Schedule 1.1A hereto.", "output": "Schedule 1.1A hereto" } ]

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

[ { "input": "If Participant has received the Award Agreement or any other document related to the Restricted Stock Units or the Plan 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": "English" } ]

[ { "input": "The Plan shall be effective as of the Effective Date, and subject to Section 14.1 (regarding the Board’s right to amend or terminate the Plan), shall remain in effect until the earlier of (a) the date for termination selected by the Board, or (b) February 3, 2024.", "output": "February 3, 2024" } ]

[ { "input": "The entries made in the records maintained pursuant to Section 2.05(a) or (b) shall, absent manifest error, be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Bank or the Administrative Agent to maintain such records or any error therein shall not in any manner affect the obligation of the Borrowers to repay the Loans in accordance with the terms of this Agreement.", "output": "Section 2.05(a)" } ]

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

[ { "input": "Purchaser understands that the Warrants and the Warrant Shares are being issued and sold hereby in reliance upon specific exemptions from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), and state securities laws and that the Company is relying upon the truth and accuracy of, and Purchaser’s compliance with, the representations, warranties, covenants, agreements, acknowledgments and understandings of Purchaser contained in this Agreement and the Warrants in order to determine the availability of such exemptions and the eligibility of Purchaser to acquire the Warrants and Warrant Shares.", "output": "Purchaser" } ]

[ { "input": "Subject to Section 16.3, the Board may, at any time and from time to time, alter, amend, suspend, discontinue or terminate this Plan in whole or in part without the approval of the Company’s stockholders, except that any amendment or alteration shall be subject to the approval of the Company’s stockholders if (a) such stockholder approval is required by any federal or state law or regulation or the rules of any stock exchange or automated quotation system on which the Shares may then be listed or quoted, or (b) the Board, in its discretion, determines to submit such amendments or alterations to stockholders for approval. The Board may delegate to the Committee any or all of the authority of the Board under this Section 16.1.", "output": "Board" } ]

[ { "input": "(a) The Audited Financial Statements, reported on by and accompanied by an unqualified report from an independent certified public accounting firm of national reputation, present fairly in all material respects the consolidated financial condition of the Borrower and its Subsidiaries as at December 31, 2017 and, to the extent available on the Closing Date, December 31, 2018, as applicable, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended.", "output": "December 31, 2018" } ]

[ { "input": "The Participant understands that the acceptance of the Restricted Stock Units (including through an online acceptance process managed by the Agent or Corporation or another third party designated by the Corporation) results in an agreement between the Participant and the Corporation completed in the United States and that the Agreement is governed by the laws of the State of Delaware, without giving effect to the conflict of law principles thereof.", "output": "third" } ]

[ { "input": "Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2 , no registration under the Securities Act is required for the offer and sale of the Purchased Shares by the Company to the Purchasers as contemplated hereby. The issuance and sale of the Purchased Shares hereunder does not contravene the rules and regulations of the NYSE American.", "output": "the NYSE American" } ]

[ { "input": "This Agreement, including, without limitation, the Borrower’s representations and covenants set forth in Articles IV and V and the Servicer’s representations, covenants and duties set forth in Articles IV , V and VI , shall remain in full force and effect until the Collection Date; provided that the rights and remedies with respect to any breach of any representation and warranty made or deemed made by the Borrower or the Servicer pursuant to Articles III and IV and the indemnification and payment provisions of Article IX , X and Article XII and the provisions of Section 2.10 , Section 2.11 , Section 12.07 , Section 12.08 and Section 12.09 shall be continuing and shall survive any termination of this Agreement.", "output": "VI" } ]

[ { "input": "In the event that Executive’s employment ceases due to his death or Disability, Executive shall be entitled to the following (in addition to all accrued compensation and benefits through the date of termination): (i) the costs of continuing family health insurance coverage under COBRA for 18 months (payable each month as such premiums are due) following termination of employment, provided, that the Company may, in its sole discretion, (A) pay such amounts directly to the applicable provider or (B) pay an equivalent amount directly to Executive (or his designated beneficiary or legal representative, if applicable), (ii) the Post-Employment Annual Bonus and (iii) Accelerated Vesting upon termination.", "output": "iii" } ]

[ { "input": "Among other indebtedness which may be owing by Borrower to Lender, Borrower is indebted to Lender pursuant to, among other documents, a Business Financing Agreement, dated August 11, 2017, by and among Borrower and Lender, as may be amended from time to time (the “ Business Financing Agreement ”).  Capitalized terms used without definition herein shall have the meanings assigned to them in the Business Financing Agreement.", "output": "Borrower" } ]

[ { "input": "Each representation and warranty of IA contained in this Agreement (i) shall have been true and correct as of the date of this Agreement, and (ii) shall be true and correct on and as of the Closing Date with the same force and effect as if made on the Closing Date. Grom shall have received a certificate with respect to the foregoing signed on behalf of IA by an authorized officer of IA (\" IA Closing Certificate \").", "output": "IA" } ]

[ { "input": "If the Plan is completely terminated, no further contributions will be required to be made by any Employer.  If contributions to the Plan are suspended and the Plan is thereafter completely terminated before the resumption of such contributions, then, to the extent permitted by ERISA, Section 16.3 shall be applied to all Participants whose employment with the Employer terminates during the period for which such contributions were suspended as if the date of termination of the Plan had been the date on which such suspension of Employer contributions became effective.", "output": "Section 16.3" } ]

[ { "input": "Any violation of Section 6.09 of the Credit Agreement directly resulting from (a) the transfers and assignments of the Transferred Equipment (or the economic rights therein) as described in paragraph 1 of Exhibit B or (b) the purchase of the Purchased Real Estate and the subsequent assignment by FILLC of certain rights and interests in the Purchased Real Estate as described in paragraph 3 of Exhibit B .", "output": "Section 6.09 of the Credit Agreement" } ]

[ { "input": "This Agreement amends and restates the Amended and Restated Subsidiary Pledge Agreement dated as of August 7, 2013 (the “Existing Subsidiary Pledge Agreement”) among the Pledgors and the Administrative Agent, as heretofore amended and supplemented. All obligations of and security interests created by the Pledgors under the Existing Subsidiary Pledge Agreement are continued in full force and effect hereunder.", "output": "Pledgors" } ]

[ { "input": "The Lenders hereby (i) authorize and instruct the Administrative Agent to execute and deliver this Amendment and the Approved Permitted First Lien Intercreditor Agreement (as defined in the Credit Agreement after giving effect to this Amendment) and (ii) acknowledge and agree that the instruction set forth in this Section 12 constitutes an instruction from the Lenders under the Loan Documents, including Section 9.03 and Section 9.04 of the Credit Agreement.", "output": "Section 9.03 and" } ]

[ { "input": "(a) The Audited Financial Statements, reported on by and accompanied by an unqualified report from an independent certified public accounting firm of national reputation, present fairly in all material respects the consolidated financial condition of the Borrower and its Subsidiaries as at December 31, 2017 and, to the extent available on the Closing Date, December 31, 2018, as applicable, and the consolidated results of its operations and its consolidated cash flows for the respective fiscal years then ended.", "output": "the respective fiscal years then ended" } ]

[ { "input": "You will be eligible for all Company adopted benefits, under the terms and condition s of such benefit plans.  Your coverage for medical, dental, and vision benefits will become effective on the first of the month following your first thirty (30) days of employment.", "output": "Company" } ]

[ { "input": "The Company shall pay Executive a base salary (the “ Base Salary ”), payable pursuant to the Company’s normal practice, but no less frequently than monthly. The Base Salary shall be inclusive of all applicable income, Social Security and other taxes and charges which are required by law or requested to be withheld by Executive and which shall be withheld and paid in accordance with Company’s normal payroll practice for its similarly-situated executives as in effect from time to time. The Executive Compensation Committee, in consultation with Executive, shall periodically review Executive’s Base Salary during the Term at least annually for increases based on Executive’s performance and other relevant factors.", "output": "Company" } ]

[ { "input": "All notices, requests and demands to or upon the Mortgagee or the Mortgagor hereunder shall be effected in the manner provided for in Section 9.01 of the Credit Agreement; provided that any such notice, request or demand to or upon Mortgagor shall be addressed to Mortgagor at its address set forth   above.", "output": "the Credit Agreement" } ]

[ { "input": "You will accrue paid time off each pay period (every two weeks) to earn a maximum of 28 PTO days in your first year of employment.  You may generally begin to use your PTO days after 60 days of your start date.  PTO is inclusive of all personal, sick and vacation days, and does not roll over across calendar years. The Company also observes 9 holidays throughout the year (holiday pay will apply).", "output": "28 PTO days" } ]

[ { "input": "For purposes of any determination under Article V (other than Section 5.07) or Article VI or any determination under any other provision of this Agreement expressly requiring the use of a current exchange rate, all amounts incurred, outstanding or proposed to be incurred or outstanding in currencies other than US Dollars shall be translated into US Dollars at currency exchange rates in effect on the date of such determination. For purposes of Section 5.07, amounts in currencies other than US Dollars shall be translated into US Dollars at the currency exchange rates most recently used in preparing the Company’s annual and quarterly financial statements.", "output": "US Dollars" } ]

[ { "input": "CLIENT will be entitled to a refund of the remaining Prefunding Available Balance ninety (90) days from the termination of CLIENT Card sales. CLIENT may also request withdrawals from the Prefunding Account up to the Prefunding Available Balance, and FiCentive agrees to transfer these funds to an account of CLIENT’s choosing within five (5) business days via the ACH network. CLIENT understands that CLIENT Funded Loads cannot be returned or withdrawn by CLIENT and will remain the property of the Cardholder after the termination of CLIENT Card sales or this Agreement, unless otherwise specified in the Cardholder Agreement.", "output": "five (5) business days" } ]

[ { "input": "All of Seller’s rights in Permits (as hereinafter defined) used by Seller in the operation of the Business, to the extent transferable.", "output": "Seller" } ]

[ { "input": "Subject to the provisions of the Plan and the terms of this Agreement, from the Date of Grant until the date the Awarded Shares are no longer subject to the lock-up provisions of Section 14 hereof (the “ Restriction Period ”), the Participant shall not be permitted to sell, transfer, pledge, hypothecate, margin, assign or otherwise encumber any of the Awarded Shares.  Except for these limitations, the Committee may in its sole discretion, remove any or all of the restrictions on such Awarded Shares whenever it may determine that, by reason of changes in Applicable Laws or changes in circumstances after the date of this Agreement, such action is appropriate.", "output": "Section 14 hereof" } ]

[ { "input": "CLIENT will be entitled to a refund of the remaining Prefunding Available Balance ninety (90) days from the termination of CLIENT Card sales. CLIENT may also request withdrawals from the Prefunding Account up to the Prefunding Available Balance, and FiCentive agrees to transfer these funds to an account of CLIENT’s choosing within five (5) business days via the ACH network. CLIENT understands that CLIENT Funded Loads cannot be returned or withdrawn by CLIENT and will remain the property of the Cardholder after the termination of CLIENT Card sales or this Agreement, unless otherwise specified in the Cardholder Agreement.", "output": "CLIENT" } ]

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

[ { "input": "The Term Loan shall be repaid in forty-eight (48) equal monthly installments of principal in the amount of Eighty-Three Thousand Three Hundred Thirty-Three Dollars and Thirty-Three Cents ($83,333,33) plus accrued but unpaid interest, commencing on the first Payment Date (as defined below) and continuing on each Payment Date thereafter through the Maturity Date, at which time all amounts owing under this Section 2.1(b) shall be immediately due and payable. The Term Loan principal, once repaid, may not be reborrowed.", "output": "forty-eight" } ]

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

[ { "input": "Neither Seller, nor any Affiliate of Seller nor any Person that directly or indirectly owns ten percent (10%) or more of the outstanding equity in Seller (collectively, the “ Seller Persons ”), is, or has been determined by the U.S. Secretary of the Treasury to be acting on behalf of, a Blocked Person, or has otherwise been designated as a Person (i) with whom an entity organized under the laws of the United States is prohibited from entering into transactions or (ii) from whom such an entity is prohibited from receiving money or other property or interests in property, pursuant to the Executive Order or otherwise. In addition, no Seller Person is located in, or operating from, a country subject to U.S. economic sanctions administered by OFAC.", "output": "10%" } ]

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

[ { "input": "The Plan, this Agreement, and the Employment Agreement provisions referenced herein constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Participant with respect to the subject matter hereof. Notwithstanding the foregoing, nothing in the Plan or this Agreement shall affect the validity or interpretation of any duly authorized written agreement between the Company and Participant under which an Option properly granted under and pursuant to the Plan serves as any part of the consideration furnished to Participant. If provisions of the Plan and this Agreement conflict, the Agreement provisions will govern.", "output": "Plan" } ]

[ { "input": "Parent and MYnd California shall retain or cause to be retained all Tax Returns, material schedules and material work papers, and all material records or other material documents relating thereto in their possession, in each case that relate to a Pre-Closing Period, until the expiration of all applicable statutes of limitations (the “ Retention Period ”). Upon the expiration of the Retention Period, the foregoing information may be destroyed or disposed of by the Party retaining such documentation or other information unless the other Party otherwise requests in writing before the expiration of the Retention Period. In such case, the Party retaining such documentation or other information shall deliver such materials to the other Party at the expense of such other Party.", "output": "California" } ]

[ { "input": "Letter Agreement No. AAL-PA-1977-LA-1502819 entitled “[*CTR]” is hereby incorporated into and made a part of the Purchase Agreement.", "output": "AAL-PA-1977-LA-1502819" } ]

[ { "input": "This Agreement shall terminate immediately upon the death of Executive and Executive’s estate or Executive’s legal representative, as the case may be, shall be entitled to Executive’s accrued and unpaid Salary and vacation as of the date of Executive’s death, plus all other compensation and benefits that were vested through the date of Executive’s death.", "output": "Executive" } ]

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

[ { "input": "For all services to be performed hereunder, your annual base salary will be $690,000, payable in accordance with the Company’s standard payroll practices and subject to all applicable tax withholdings. Base salary is inclusive of any fees and committee fees (other than Stock Grants) you are otherwise entitled to in your role as a Member of the Board or Committee thereof. Wages are currently paid every other week, on Friday. Your performance will be reviewed each year in accordance with Company policy and practice. Future salary increases will be based on individual and Company performance, and subject to the discretion of the Board of Directors (the “Board”) or designated committee.", "output": "690,000" } ]

[ { "input": "Borrower may make any payment early, in whole or in part, without penalty or premium at any time. Any partial prepayment is applied against the principal amount outstanding and does not postpone the due date of any subsequent monthly payment, unless expressly agreed to in writing. If Borrower prepays this Note in part, Borrower agrees to continue to make regularly scheduled payments until all amounts due under this Note are paid. Lender may accept late payments or partial payments, even though marked \"paid in full\", without losing any rights under this Note. Any regularly scheduled monthly installment of principal and interest that is received by Lender before the date it is due shall be deemed to have been received on the due date solely for the purpose of calculating interest due.", "output": "Lender" } ]

[ { "input": "Each Loan Party will, and will cause each of its Restricted Subsidiaries to, pay or discharge all Material Indebtedness and all other material liabilities and obligations, including Taxes, before the same shall become delinquent or in default, except where (a)(i) the validity or amount thereof is being contested in good faith by appropriate proceedings and (ii) such Loan Party or such Restricted Subsidiary has set aside on its books adequate reserves with respect thereto in accordance with GAAP or (b) the failure to make payment could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.", "output": "GAAP" } ]

[ { "input": "The summary condensed consolidated financial information of the Borrower (a) as of and for the fiscal year ended, January 31, 2016, and (b) as of and for the three months ended April 30, 2016, which in each case has been derived from consolidating schedules to Claire’s Stores’ consolidated financial statements as of the same date and for the same period, copies of which have heretofore been furnished to each Lender, were prepared in accordance with GAAP consistently applied throughout the period covered thereby and present fairly in all material respects the consolidated financial position of the Borrower as at such date and the consolidated results of operations and cash flows of the Borrower for the fiscal period then ended.", "output": "Claire’s Stores’" } ]

[ { "input": "The Company may secure, in its own name, or otherwise, and at its own expense, life, health, accident and other insurance covering Executive or Executive and others. Executive agrees to assist the Company in procuring such insurance by submitting to the usual and customary medical and other examinations and by signing, as the insured, such applications and other instruments in writing as may be reasonably requires by the insurance companies to which application is made pursuant to such insurance. Executive agrees that he shall have no right, title, or interest in or to any insurance policies or to the proceeds thereof which the Company many so elect to take out or to continue on the Executive’s life.", "output": "Executive" } ]

[ { "input": "Failure or delay on the part of any Lender to demand compensation pursuant to this Section  2.13 shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section  2.13 for any increased costs or reductions incurred more than six months prior to the date that such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor; provided , further , that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the six-month period referred to above shall be extended to include the period of retroactive effect thereof.", "output": "this Section  2.13" } ]

[ { "input": "The Executive shall be eligible to receive stock-based compensation, whether stock options, stock appreciation rights, restricted stock grants or otherwise, under the Parent’s 2012 Long Term Incentive Plan or other stock­based compensation plans as Parent may establish from time to time (collectively, the “ Plans ”). The Executive shall be considered for such grants no less often than annually as part of the Board’s annual compensation review, but any such grants shall be at the sole discretion of the Board.", "output": "2012" } ]

[ { "input": "Purchaser shall have delivered the funds required hereunder and all of the documents and other items required to be executed and delivered by Purchaser pursuant to Section 6.3 .", "output": "Purchaser" } ]

[ { "input": "The properties and assets and business of the Company and its Subsidiaries are insured with financially sound and reputable insurance companies not Subsidiaries of the Company, in such amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and are similarly situated, except to the extent that the Company and its Subsidiaries have self-insured against hazards and risks with respect to which, and in such amounts as, the Company has in good faith determined to be prudent and consistent with sound financial practice, and as are customary for companies engaged in similar businesses and owning and operating similar properties.", "output": "Company" } ]